REG - Bushveld Minerals Ld - Proposed Fundraising
29/11/2023 15:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231129:nRSc1102Va&default-theme=true
RNS Number : 1102V Bushveld Minerals Limited 29 November 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF BUSHVELD MINERALS LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION. 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.
29 November 2023
Bushveld Minerals Limited
("Bushveld Minerals", the "Group" or the "Company")
Proposed Fundraising
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated primary
vanadium producer, is pleased to announce a proposed fundraise of up to
approximately US$20 million (c. £15.9 million) (before expenses) by way of a
non-pre-emptive placing to institutional and other investors (the "Placing")
and direct subscriptions with the Company by Southern Point Resources Partners
Limited ("SPRL") and certain directors (the "Subscription"), each at 3 pence
per new Ordinary Share (the "Issue Price").
In relation to the Placing, H&P Advisory Ltd ("Hannam & Partners") and
SP Angel Corporate Finance LLP ("SP Angel") are acting as joint bookrunners
(the "Joint Bookrunners"). The Placing is subject to the terms and conditions
set out in the Appendix (which forms part of this announcement). The Placing
is being conducted through an accelerated bookbuild (the "Bookbuild") which
will be launched immediately following this announcement and will be made
available to eligible institutional investors, in accordance with the terms
and conditions set out in the Appendix to this announcement.
The Bookbuild is expected to close no later than 12.00 p.m. (noon) on 30
November 2023, but the Joint Bookrunners and the Company reserve the right to
close the Bookbuild earlier or later, without further notice. Details of the
results of the Placing will be announced as soon as practicable after the
close of the Bookbuild.
The Placing and Subscription are conditional, amongst other things, upon
Shareholder approval for the issue of sufficient new Ordinary Shares as will
be required to implement the Fundraising (as defined below), which will be
sought at the General Meeting, to be convened on or around 21 December 2023.
Shareholders are encouraged to vote in favour of all resolutions.
In addition to the Placing and Subscription, the Company proposes to launch on
01 December 2023 a retail offer via PrimaryBid (the "Retail Offer") to raise
up to a further £2.0 million (before expenses) (the Retail Offer, together
with the Placing and Subscription, the "Fundraising").
The Company will apply for admission of the new Ordinary Shares to be issued
pursuant to the Fundraising (the "Fundraising Shares") to trading on AIM
("Admission"). Subject, inter alia, to the Placing Agreement not having been
terminated in accordance with its terms, it is expected that Admission will
occur on or around 22 December 2023. The Fundraising Shares, when issued, will
be credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares of Bushveld.
Highlights of the Fundraising
· Intention to raise gross proceeds of up to approximately US$20
million (c. £15.9 million) by way of the Placing and Subscription of which at
least US$12.5 million (c. £9.9 million) has been committed by SPRL pursuant
to an investment agreement of today's date with the Company ("SPR Investment
Agreement").
· The cornerstone equity investment by SPRL forms part of a broader
cumulative investment by SPRL and its associates of between US$69.5 - 77.5
million, which was announced on 11 September 2023. SPRL also has the right,
but not the obligation, to increase its investment to up to US$20 million (c.
£15.9 million) subject to demand and the agreement of the Company.
· Kevin Alcock, Craig Coltman, and Michael Kirkwood have indicated
their intention as directors to participate in the Subscription.
· The net proceeds of the Fundraising will be used to fund capital
expenditure at Vametco and Vanchem to increase production, strengthen the
balance sheet as well as facilitate the restructuring of the Orion 2020
Financing Package.
· The Group is on track to meet 2023 Group production guidance of
3,700-3,900 mtV and production cash cost guidance of US$26.60-26.90/kgV.
· The Group had a closing cash balance of US$6.6 million as at 30
September 2023.
· Subject to the closing of the Fundraising, the Group today
announces 2024 production guidance of 4,300 - 4,500 mtV, a 10-15% increase
relative to 2023 and production cash cost guidance of US$26.0-27.0/kgV.
· The Fundraising is conditional, inter alia, upon Shareholder
approval to be sought at the General Meeting of the Company on or around 21
December 2023.
Use of proceeds
· The planned use of the proceeds of the Fundraising in combination
with the Company's existing cash resources and funds to be received pursuant
to the sale of Vanchem and Mokopane will be utilised as follows:
Uses US$m
Vametco
Sustaining Capex 12.6
Barren Dam 4.0
TSF Buttress 1.9
Shaft PM Abatement 0.8
Vanchem
Sustaining Capex 11.7
Growth / Strategic 0.1
Working capital and repayment of debt 11.6
Transaction fees 0.8
TOTAL US$43.5m
Any funds raised in the Retail Offer will be used for general working capital
and corporate purposes.
SPR Investment Agreement
Under the SPR Investment Agreement SPRL has agreed to subscribe for a minimum
amount of US$12.5 million worth of new Ordinary Shares at the Issue Price,
which amount can be increased by agreement with the Company up to US$20
million (provided SPRL does not hold more than 29.9% of the issued share
capital of the Company). The SPR Investment Agreement is conditional, inter
alia, on the other agreements relating to the proposed SPR financing package
with the Company (as announced on 11 September 2023) being entered into (the
"SPR Transaction Documents", which term shall include the Vametco SPA (as
defined below)), completion of the acquisition of minority interests in
Vametco (as announced on 30 October 2023) ("Vametco SPA"), shareholder
approval and Admission. For so long as SPRL owns or controls 15% of the voting
rights of the issued shares of the Company (and provided that it complies with
its obligations relating to the conditions precedent to closing of each of the
SPR Transaction Documents), it has the right to appoint a director to the
board of directors of the Company, subject to approval by the Company's
nominated adviser. In addition, SPRL has agreed a lock up over its new
Ordinary Shares for 12 months from Admission, subject to customary carve outs,
and a separate relationship deed to enable the Company and its subsidiaries to
carry on business independently of SPRL and its associates for so long as SPRL
and its associates hold 15% or more of the voting rights of the Company's
issued shares, including an obligation not to make an offer for the Company
without the recommendation of the board, unless an offer is made by a third
party.
The Appendix sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. By choosing to participate in the Placing
and by making an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions contained herein and to be providing the
representations, warranties and acknowledgments contained in the Appendix to
this announcement.
A circular, which will provide further details of the Fundraising and include
a notice convening the General Meeting (the "Circular") is expected to be
published on or around 01 December 2023 and will be capable of being
downloaded on the Company's investor relations website:
https://www.bushveldminerals.com/ once published.
EXPECTED TIMETABLE OF EVENTS
2023
Announcement of the results of the Bookbuild 12.00 p.m. (noon)
on 30 November
Opening of PrimaryBid Offer 7.00 a.m.
on 1 December
Close of PrimaryBid Offer 1:00 p.m. on 8 December
Record Date 6:00 p.m. on 19 December
Latest time and date for receipt of forms of proxy for the General Meeting 10:00 a.m. on 19 December
Latest time and date for receipt of CREST proxy instructions from CREST 10:00 a.m. on 19 December
shareholders
General Meeting 10:00 a.m. on 21 December
Admission of Fundraising Shares to trading 8:00 a.m. on 22 December
CREST accounts to be credited for Fundraising Shares in uncertificated form 8:00 a.m. on 22 December
Expected despatch of definitive share certificates for Fundraising Shares in within 10 working days of Admission
certificated form
Notes:
1. The Company reserves the right to alter the dates and times referred
to above. If any of the dates and times referred to above are altered by the
Company, the revised dates and times will be announced through a Regulatory
Information Service without delay.
2. All references to time in this expected timetable of events are to
London time, unless otherwise stated.
The GBP:USD exchange rate used in the announcement is 1.26.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of Hannam and Partners
as Joint Broker to the Company, replacing RBC Capital Markets, to work
alongside, SP Angel, the Company's Nominated Adviser and Joint Broker, with
immediate effect.
Enquiries : info@Bushveldminerals.com
Bushveld Minerals Limited +27 (0) 11 268 6555
Craig Coltman, Chief Executive Officer
Chika Edeh, Head of Investor Relations
SP Angel Corporate Finance LLP Nominated Adviser, Joint Broker & Joint Bookrunner +44 (0) 20 3470 0470
Richard Morrison / Charlie Bouverat
Grant Baker / Richard Parlons
Hannam & Partners Joint Broker & Joint Bookrunner +44 (0) 20 7907 8500
Andrew Chubb
Matt Hasson
Jay Ashfield
Tavistock Financial PR +44 (0) 207 920 3150
Gareth Tredway / Tara Vivian-Neal / Adam Baynes
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary vanadium
producer, it is one of only three operating primary vanadium producers. In
2022, the Company produced 3,842 mtV, representing more than 3% of the global
vanadium market. With a diversified vanadium product portfolio serving the
needs of the steel, energy and chemical sectors.
Detailed information on the Company and progress to date can be accessed on
the website www.Bushveldminerals.com (http://www.bushveldminerals.com)
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement and the detailed Terms and Conditions described
in the Appendix. By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this announcement in its entirety
(including the Appendix) and to be making such offer on the terms and subject
to the conditions of the Placing contained here, and to be providing the
representations, warranties and acknowledgements contained in the Terms and
Conditions.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, South Africa, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in the United States,
Australia, Canada, South Africa or Japan or elsewhere.
No action has been taken by the Company, H&P or SP Angel or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers and/or agents (collectively, "Representatives")
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) if in a
member state of the EEA, persons who are qualified investors ("EEA Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (b) if in the
United Kingdom, persons who are qualified investors ("UK Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who are (i) persons falling within the definition of
"investment professional" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) persons who fall within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order, or (c) persons to
whom it may otherwise lawfully be communicated (all such persons referred to
in (a), (b) and (c) together being referred to as "Relevant Persons").
No other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. By accepting the terms of this Announcement, you represent and agree that
you are a Relevant Person. This Announcement must not be acted on or relied on
by persons who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with either
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, SP Angel and/or H&P expressly disclaims
any obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.
H&P Advisory Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company in
connection with the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matter referred to in this Announcement.
SP Angel Corporate Finance LLP, which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
nominated advisor and broker for the purposes of the AIM Rules for Nominated
Advisers and the AIM Rules for Companies exclusively for the Company and no
one else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company in
connection with the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matter referred to in this Announcement. The responsibilities of SP Angel, as
nominated adviser, are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or any other person and accordingly no
duty of care is accepted in relation to them. No representation or warranty,
express or implied, is made by SP Angel as to, and no liability whatsoever is
accepted by SP Angel in respect of, any of the contents of this Announcement
(without limiting the statutory rights of any person to whom this Announcement
is issued).
This Announcement is being 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 or on behalf of H&P and/or SP Angel (apart from the
responsibilities or liabilities that may be imposed by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of their respective affiliates and/or
any of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or their respective advisers or any other statement made or
purported to be made by or on behalf of H&P and/or SP Angel and/or any of
their respective affiliates and/or by any of their respective Representatives
in connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by H&P and/or SP Angel and/or any of their respective
affiliates and/or any of their respective Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, each Joint Bookrunner is only procuring investors in the United
Kingdom which meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. In all
circumstances the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA
QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR
(II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO
IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU
ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE PLACING SHARES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED OR SOLD, IN THE UNITED STATES EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.
THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (A) OUTSIDE OF THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND/OR (B) PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A
"RESTRICTED TERRITORY").
NO PUBLIC OFFERING OF SECURITIES WILL BE MADE IN CONNECTION WITH THE PLACING
IN THE UNITED KINGDOM, ANY RESTRICTED TERRITORY, OR ELSEWHERE.
This Announcement, and the information contained herein, or any part of it,
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in any Restricted Territory or any other jurisdiction in which the same would
be unlawful. The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or by H&P Advisory
Limited ("H&P") or SP Angel Corporate Finance LLP ("SP Angel"); and
together with H&P, the "Joint Bookrunners") or any of their respective
Affiliates, or any of their respective Affiliates' agents, directors, officers
or employees that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform themselves about
and to observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus under either the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) ("FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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 nor the Japanese Ministry of Finance,
the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in South Africa
in relation to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offering in compliance with the securities
laws of any state, province or territory of a Restricted Territory. Any
representation to the contrary is unlawful. Accordingly, the Placing Shares
may not be offered, sold, resold or delivered, directly or indirectly, in or
into a Restricted Territory 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 a Restricted Territory or any other
jurisdiction outside the United Kingdom.
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 any Joint Bookrunner or any of their respective Affiliates, nor
any of its or their respective Affiliates' directors, officers, employees,
agents or advisers 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 party or its advisers, and any liability
therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company nor the Joint Bookrunners nor any of their respective
Affiliates nor any of its or their respective Affiliates' directors, officers,
employees, consultants, agents or advisers makes any representation or
warranty, express or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the Placing
Shares.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee (including
individuals, funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will: (a) be deemed to have read
and understood this Announcement in its entirety and (b) be participating,
making an offer and subscribing for Placing Shares on the terms and conditions
contained in this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix. Upon being notified of its
allocation of Placing Shares, a Placee who chooses to participate in the
Placing by making an oral and legally binding offer shall be contractually
committed to acquire the number of Placing Shares allocated to it and to the
fullest extent permitted by law, will be deemed to have agreed not to exercise
any rights to rescind or terminate or otherwise withdraw from such
commitment.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it has read and understood this Announcement in its
entirety (including the Appendices) and acknowledges that its participation in
the Placing will be governed by, and subject to, the terms and conditions of
the Placing as referred to and included in this Announcement (including the
Appendices);
2. it is a Relevant Person and undertakes that it will
subscribe for, acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
3. in the case of a Relevant Person in a member state of
the EEA which is subject to the EU Prospectus Regulation (each a "Relevant
Member State") who acquires any Placing Shares pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for
by it in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in any Relevant Member
State other than to EEA Qualified Investors, or in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in any Relevant Member State to EEA Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale; or
(ii) where Placing Shares have been acquired or subscribed
for by it on behalf of persons in any Relevant Member State other than EEA
Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
4. in the case of a Relevant Person in the United Kingdom
who acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for
by it in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in the United Kingdom
other than to UK Qualified Investors, or in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in the
United Kingdom to UK Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such proposed
offer or resale; or
(ii) where the Placing Shares have been acquired or
subscribed for by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons;
5. it is acquiring the Placing Shares for its own account
or is acquiring the Placing 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 this Announcement;
6. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and/or
7. it (and any account referred to in
paragraph 6 above) is outside the United States acquiring the Placing
Shares in offshore transactions as defined in, and in accordance with,
Regulation S under the US Securities Act.
No prospectus required for Placing Shares
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares, and Placees' commitments will
be made solely on the basis of the information contained in this Announcement
and any information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Bookrunners or the Company or any other person and
none of the Joint Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective Affiliates has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in connection with the
Placing. The Joint Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms, and subject
to, the conditions set out in the Placing Agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, have severally (and not jointly or
jointly and severally) agreed to use their respective reasonable endeavours to
procure Placees for the Placing Shares at a price of 3 (three) pence per
Placing Share (the "Issue Price"). The number of Placing Shares in the Placing
will be determined following completion of the Bookbuild and set out in the
term sheet to be entered into between the Joint Bookrunners and the Company
("Placing Term Sheet"). The timing of the closing of the book and allocations
will be at the discretion of the Joint Bookrunners and the Company. Details of
the number of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.
In accordance with the terms and subject to the conditions in the Placing
Agreement, the Placing is not underwritten by the Joint Bookrunners and in the
event that subscribers are not obtained for all or any of the Placing Shares
(being the "Unplaced Shares") or in the event of a default to make payment by
any subscribers procured by the Joint Bookrunners, there will be no obligation
on any Joint Bookrunner to subscribe for any Unplaced Shares or defaulted
Placing Shares.
The Placing Shares will, when issued, be subject to the articles of
incorporation of the Company and credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 1p each in
the capital of the Company ("Ordinary Shares"), including the right to receive
all dividends and other distributions declared, made or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to listing and trading
The Company shall procure that SP Angel, its nominated adviser, shall make,
on the Company's behalf, the Application to the London Stock Exchange for
admission of the Placing Shares to trading on the AIM market operated by
the London Stock Exchange ("AIM") ("Admission").
It is expected that Admission will take place on or before 8.00 a.m. on 22
December 2023 (or such later date as may be agreed between the Company and
the Joint Bookrunners being not later than 8.00 a.m. on 31 January 2024).
Bookbuild process
Following the release of this Announcement, the Joint Bookrunners will
commence a bookbuild process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. The book will
open with immediate effect following release of this Announcement.
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or
by Placees in respect of any Placing Shares.
The Joint Bookrunners 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.
Principal terms of the Bookbuild and Placing
1. H&P and SP Angel are acting as joint bookrunners in
connection with the Placing, severally, and not jointly, nor jointly and
severally, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint Bookrunners to
participate. The Joint Bookrunners and any of their respective Affiliates are
entitled to enter bids in the Bookbuild.
3. The number of the Placing Shares will be established in
the Bookbuild and announced by the Company through a Regulatory Information
Service (the "Placing Results Announcement") following the completion of the
Bookbuild and the entry into the Placing Term Sheet by the Company and the
Joint Bookrunners. The Joint Bookrunners and the Company reserve the right to
increase the amount to be raised and the number of Placing Shares to be issued
pursuant to the Placing in their absolute discretion.
4. The number of Placing Shares and the aggregate proceeds
to be raised through the Placing will be agreed between the Joint Bookrunners
and the Company following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate
their bid by telephone to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares which a
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 10 below.
6. The Bookbuild is expected to close no later than 12.00
p.m. (noon) on 30 November 2023 but may be closed earlier or later at the
absolute discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right (upon agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its discretion.
7. The Joint Bookrunners and the Company, shall, acting in
good faith, agree all allocation matters in respect of the Placing in
accordance with the terms of the Placing Agreement and will be confirmed
orally or in writing by the relevant Joint Bookrunner, acting as agent of the
Company, to the Placees. The relevant Joint Bookrunner's oral or written
confirmation of an allocation to such Placee will give rise to a legally
binding commitment by such person (who will at that point become a Placee), in
favour of the relevant Joint Bookrunner and the Company, under which such
Placee agrees to subscribe for the number of Placing Shares allocated to it
and to pay the Issue Price for each such Placing Share on the terms and
subject to the conditions set out in this Appendix and in accordance with the
Company's articles of incorporation.
8. The Company will release the Placing Results
Announcement following the close of the Bookbuild, detailing the aggregate
number of the Placing Shares to be issued.
9. Each Placee's allocation and commitment will be
evidenced by a contract note or electronic confirmation issued to such Placee
by the relevant Joint Bookrunner. A bid in the Bookbuild will be made on the
terms, and subject to, the conditions in this Appendix and the terms of this
Appendix will be deemed incorporated into the contract note, the form of which
will be dispatched to each Placee as soon as possible after its allocation of
Placing Shares has been confirmed orally or in writing to it by the relevant
Joint Bookrunner.
10. Subject to paragraphs 6, 7 and 8 above, each
of the Joint Bookrunners may choose to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion and may scale
down any bids for this purpose on such basis as they may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 6, 7 and 8 above, subject to the prior consent of the
Company, allocate Placing Shares after the:
(a) time of any initial allocation to any person submitting
a bid after that time; and
(b) Bookbuild has closed to any person submitting a bid after
that time,
and the acceptance of offers shall be at the absolute discretion of the Joint
Bookrunners. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited.
11. A bid in the Bookbuild will be made on the terms, and
subject to, the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant Joint
Bookrunner's consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant Joint
Bookrunner and the Company, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee. The Company shall allot such Placing Shares to
each Placee following each Placee's payment to the relevant Joint Bookrunner
of such amount.
12. The Placing Shares are being offered and sold by the
Company outside the United States in offshore transactions as defined in, and
pursuant to, Regulation S under the US Securities Act and/or pursuant to an
exemption from the registration requirements of the US Securities Act. The
Placee and the prospective beneficial owner of the Placing Shares is, and at
the time the Placing Shares are subscribed for will be outside the United
States and subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S under the US Securities Actor
subscribing for the Placing Shares pursuant to an exemption from the
registration requirements under the US Securities Act.
13. Except as required by law or regulation, no press release
or other announcement will be made by the Joint Bookrunners 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.
14. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made on the basis
explained below under "Registration and Settlement of the Placing Shares".
15. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the Conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
16. By participating in the Bookbuild, each Placee will agree
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.
17. To the fullest extent permissible by law, none of:
(a) the Joint Bookrunners;
(b) any of their respective Affiliates, agents, directors,
officers, consultants or employees; nor
(c) to the extent not contained
within (a) or (b) above, any person connected with the Joint
Bookrunners as defined in the FSMA ((b) and (c) being together Affiliates and
individually an Affiliate of the Joint Bookrunners),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, none of the
Joint Bookrunners, nor the Company, nor any of their respective Affiliates nor
any of its or their agents, directors, officers or employees shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners'' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Joint Bookrunners and the
Company may agree or determine.
Registration and settlement of the Placing Shares
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation which will confirm the number
of Placing Shares allocated to them at the Issue Price and the aggregate
amount owed by them to the relevant Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the relevant
Joint Bookrunner in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the relevant Joint
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GG00B4TM3943) placed
by the Joint Bookrunners following Admission will take place within CREST,
subject to certain exceptions. Unless otherwise notified by any Joint
Bookrunner, settlement of the Placing Shares through CREST is expected to
occur on 22 December 2023 in accordance with the contract note or electronic
trade confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and the Joint
Bookrunners may agree that the Placing Shares should be issued in certificated
form. Each of the Joint Bookrunners reserves the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to Placees, by such
other means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
General
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of the Placing
Shares allocated to that Placee on their behalf and retain from the proceeds,
for the Company's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Issue Price and for any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of its Placing Shares on its behalf.
By communicating a bid for Placing Shares, such Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. Admission becoming effective by no later than 8.00
a.m. on 22 December 2023 (or such later time and / or date as the Company
and the Joint Bookrunners shall agree, not being later than 8.00 a.m. on 31
January 2024);
2. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
3. the Company having fully performed its obligations
under the Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
4. the Subscription Agreements (i) not having been
terminated or amended; and (ii) having become unconditional in all respects
save for any conditions relation to the Placing Agreement or Admission;
5. the Vanchem Investment Agreement not having been
terminated or amended;
6. the Omnibus Agreement (i) not having been terminated or
amended; and (ii) having become unconditional in all respects, save for any
conditions relating to the Placing Agreement and South African Reserve Bank
approval; and
7. the passing at the General Meeting of the resolutions
to authorise the issue of the Fundraising Shares, without amendment,
(together, the "Conditions").
If: (a) any of the Conditions are not fulfilled or waived by the Joint
Bookrunners (acting jointly) by the respective time or date where specified
(or such later time or date as the Company and the Joint Bookrunners may
agree, save that such time shall not be extended beyond 8.00 a.m. on the
Long Stop Date); (b) any of such Conditions becomes incapable of being
fulfilled; or (c) the Placing Agreement is terminated in the circumstances
specified below, the Placing in relation to the Placing Shares will lapse and
the Placee's rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee against either the Company or any of the Joint
Bookrunners in respect thereof.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
The Joint Bookrunners may, in their absolute discretion (acting jointly) and
upon such terms as each of them thinks fit, waive fulfilment of all or any of
the Conditions in the Placing Agreement in whole or in part, or extend the
time provided for fulfilment of one or more Conditions, save that certain
Conditions (including the condition relating to Admission) may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out
in this Appendix. The Joint Bookrunners may each terminate the Placing
Agreement in certain circumstances, details of which are set out below.
None of the Joint Bookrunners nor any of their respective Affiliates, agents,
directors, officers or employees nor the Company 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 any of them 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 any of them may make as to the
satisfaction of any Condition, the number of Placing Shares to be placed 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 each
Joint Bookrunner.
Termination of the Placing
The Joint Bookrunners are entitled to terminate the Placing Agreement in
accordance with its terms in certain circumstances, including, inter alia, if
at any time before Admission a Joint Bookrunner becomes aware that:
1. the Company has failed in any material respect to
comply with any of its obligations under the Placing Agreement;
2. the Company has committed a breach of the rules and
regulations of the FCA and/or London Stock Exchange and/or the AIM Rules,
FSMA, MAR or any other applicable law;
3. any statement contained in this Announcement or other
documents produced by the Company in connection with the Placing was untrue,
incorrect or misleading in any respect which either of the Joint Bookrunners
(acting in good faith) considers to be material;
4. any of the warranties given by the Company in the
Placing Agreement was not at the date of the Placing Agreement true and
accurate in any respect which either of the Joint Bookrunners (acting in good
faith) considers to be material;
5. a matter has arisen which is reasonably likely to give
rise to a claim under any of the indemnities given by the Company in the
Placing Agreement;
6. there has been, or will be a breach of any of the
Subscription Agreements, the Vanchem Investment Agreement or the Omnibus
Agreement, including any of the warranties in those agreements, or any of the
Subscription Agreements, the Vanchem Investment Agreement or the Omnibus
Agreement are otherwise terminated, rescinded or frustrated;
7. a general moratorium on commercial banking activities
in London is declared by the relevant authorities or there is a material
disruption in commercial banking or securities settlement or clearance
services in the United Kingdom; or
8. there is an outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war; or
9. there is any other occurrence of any kind which (by
itself or together with any other such occurrence) in either of the Joint
Bookrunner's reasonable opinion is likely to materially and adversely affect
the market's position or prospects of the Group taken as a whole.
On the occurrence of any one or more of the above-mentioned circumstances, the
Joint Bookrunners may, in their absolute discretion, by notice in writing to
the Company, terminate the Placing Agreement with immediate effect.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
Any termination by one Joint Bookrunner of its rights under the Placing
Agreement shall be without prejudice to the obligations and rights of the
other Joint Bookrunners and the Placing Agreement shall continue in full force
and effect. No consents or approvals in respect of the Placing shall be
required of any Joint Bookrunner who has terminated its rights under the
Placing Agreement.
By participating in the Bookbuild, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Joint Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor the Joint
Bookrunners need make any reference to such Placee and that none of the
Company, the Joint Bookrunners, nor any of their respective Affiliates,
agents, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after oral or written confirmation by the
Joint Bookrunners following the close of the Bookbuild.
Representations, warranties and further terms of Placing
By submitting a bid and/or participating in the Bookbuild, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) in
favour of the Joint Bookrunners and the Company that (save where the Joint
Bookrunners expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its
entirety and that its acquisition of and subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on, and will not
rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or otherwise, other
than the information contained in this Announcement and the Publicly Available
Information;
2. it acknowledges no offering document or prospectus or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation, and it has not received and will not receive a prospectus,
admission document or other offering document in connection with Admission,
the Bookbuild, the Company, the Placing or the Placing Shares;
3. it acknowledges that the Ordinary Shares are traded on
AIM, and that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for Companies and
the Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014 on market abuse (and from 11pm on 31 December 2020 as
it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018) ("MAR") or applicable law (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and that it has
reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
4. it acknowledges that its obligations are irrevocable
and legally binding and shall not be capable of rescission or termination by
it in any circumstances;
5. it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and none
of the Joint Bookrunners nor the Company nor any of their respective
Affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested any of the Joint Bookrunners, the Company, any of their
respective Affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such information;
6. none of the Joint Bookrunners, the Company nor any
person acting on behalf of them nor any of their respective Affiliates,
agents, directors, officers or employees has or shall have any liability for
any Publicly Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
7. the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the Placing Shares
is contained in the Publicly Available Information, such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on Publicly Available Information;
8. none of the Joint Bookrunners, nor the Company (nor any
of their respective Affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied, with
respect to the Company, the Placing, the Bookbuild or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available Information;
9. none of the Joint Bookrunners, (nor any of their
respective Affiliates, agents, directors, officers and employees) accepts any
responsibility for any acts or omissions of the Company or any of the
Directors or any other person (other than the relevant Joint Bookrunner) in
connection with the Placing;
10. it has conducted its own investigation of the Company, the
Placing, the Bookbuild and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing;
11. it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have conducted with
respect to the Company, the Placing, the Bookbuild or the Placing Shares;
12. the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that none of the Joint Bookrunners nor any
persons acting on their behalf is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
13. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory or any other jurisdiction in which it would be
unlawful to make or accept an offer to acquire the Placing Shares, subject to
certain restrictions; and further acknowledges that the Placing Shares have
not been and will not be registered or otherwise qualified, for offer and sale
nor will an offering document, prospectus, offering memorandum or admission
document be cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions or in any country or jurisdiction where any such action
for that purpose is required;
14. that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of any
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly
or any other Restricted Territory or in any country or jurisdiction where any
such action for that purpose is required;
15. it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe and acknowledges and agrees that it will
pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as the Joint Bookrunners determine;
16. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and has
complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing Shares;
17. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
18. it understands that there may be certain consequences
under United States tax laws and other tax laws resulting from an investment
in the Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
19. none of the Joint Bookrunners, their respective Affiliates
and any person acting on behalf of any of them is making any recommendations
to it or advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of any Joint
Bookrunner and that no Joint Bookrunner has any duties or responsibilities to
it for providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any Conditions or exercise
any termination right in accordance with the Placing Agreement;
20. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
21. it will make payment to the relevant Joint Bookrunner for
the Placing Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this Announcement,
failing which the relevant Placing Shares may be placed with others on such
terms as the relevant Joint Bookrunner determines in its absolute discretion
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
22. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
23. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
24. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
25. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
26. if in the United Kingdom, that it is a UK Qualified
Investor and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
27. if it is acting as a "financial intermediary", as that
term is used in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing 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 a member state of the EEA other than EEA Qualified Investors or persons in
the United Kingdom other than UK Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners and the Company has been
given to the proposed offer or resale;
28. that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the EEA, except to EEA Qualified Investors or otherwise
in circumstances which have not resulted and which will not result in an offer
to the public in any member state in the EEA within the meaning of Article
2(d) of the EU Prospectus Regulation;
29. that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to UK Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of Article
2(d) of the UK Prospectus Regulation;
30. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to EEA Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
31. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom prior to Admission
except to UK Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation;
32. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (a) an EEA
Qualified Investor and (b) a "professional client" or an "eligible
counterparty" within the meaning set out in EU Directive 2014/65/EU on markets
in financial instruments (MIFID II), as implemented into national law of the
relevant EEA state;
33. it and the person(s), if any, for whose account or benefit
it is acquiring Placing Shares are purchasing the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S;
34. it has only communicated or caused to be communicated and
it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by any of the Joint Bookrunners in their capacity as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
35. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United Kingdom);
36. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the
securities of the Company; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
37. each Joint Bookrunner and its Affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective Affiliates
acting as an investor for its or their own account(s). None of the Joint
Bookrunners nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
38. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued, administered
or enforced by any government agency having jurisdiction in respect thereof
(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;
39. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the relevant Joint Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the relevant
Joint Bookrunner's or the Company's registrars, as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the relevant Joint Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, the relevant Joint Bookrunner and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
40. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
41. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has
relied upon its own examination and due diligence of the Company and its
Affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved, and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners;
42. it irrevocably appoints any duly authorised officer of
each Joint Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to subscribe for upon the terms of this Announcement;
43. the Company, the Joint Bookrunners and others (including
each of their respective Affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to each Joint Bookrunner on its own behalf and on behalf of the Company and
are irrevocable;
44. it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it is duly authorised to do so and it has full power
and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts;
45. time is of the essence as regards its obligations under
this Appendix;
46. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;
47. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement will continue notwithstanding
any amendment that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
48. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
49. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuild and/or the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive jurisdiction of
the English courts in relation to any claim, dispute or matter arising out of
such contract except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective Affiliates, agents, directors,
officers and employees 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 given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by the
Joint Bookrunners, the Company or each of their respective Affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of a
Joint Bookrunner or transferred to a CREST stock account of a Joint Bookrunner
who will hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it.
The representations, warranties, acknowledgements, agreements, confirmations
and undertakings contained in this Appendix are given to each Joint Bookrunner
for itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee acknowledges
that the money will not be subject to the protections conferred by the client
money rules: as a consequence, this money will not be segregated from the
relevant Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking cer and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
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 price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing 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.
DEFINITIONS
In this Announcement, unless the context otherwise requires:
"Admission" means the admission of the Fundraising Shares to trading on the
AIM market of the London Stock Exchange;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the US
Securities Act or Rule 405 under the US Securities Act, as applicable and, in
the case of the Company, includes its subsidiary undertakings;
"AIM" means AIM, a market operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated
Advisers;
"AIM Rules for Companies" means the AIM Rules for Companies as issued by the
London Stock Exchange, from time to time;
"AIM Rules for Nominated Advisers" means the AIM Rules for Nominated Advisers
as issued by the London Stock Exchange, from time to time;
"Announcement" means this announcement (including the Appendix);
"Appendix" means the appendix to this Announcement;
"Application" means the application made by SP Angel, on behalf of the
Company, to the London Stock Exchange for Admission;
"Bookbuild" means the accelerated bookbuild process in relation to the
Placing, on the terms described in the Placing Agreement and the other
documents relating to the Placing, which will establish the number of Placing
Shares to be issued and allotted pursuant to the Placing;
"Business Day" means any day, other than a Saturday or Sunday, when clearing
banks are open for business in London, United Kingdom;
"Company" means Bushveld Minerals Limited, a company incorporated in Guernsey
with registered number 54506 and listed on AIM, whose registered office is at
Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH;
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations) in accordance with which securities may be
held and transferred in uncertificated form;
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time being;
"EEA" means the European Economic Area;
"EEA Qualified Investor" means qualified investors as defined in Article 2(e)
of the EU Prospectus Regulation;
"EU Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"Exchange Information" means the business and financial information the
Company is required to publish in accordance with MAR and the AIM Rules;
"FCA" means the Financial Conduct Authority of the United Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as amended,
including any regulations made pursuant thereto;
"Fundraising" means the Placing, the Subscription and the PrimaryBid Offer;
"Fundraising Shares" means the Placing Shares, the Subscription Shares and the
PrimaryBid Offer Shares;
"General Meeting" means the general meeting of the Company which will be
convened to take place on or around 21 December 2023;
"Group" means the Company and all its subsidiary undertakings, and "Group
Company" means any of them;
"H&P" means H&P Advisory Limited, a company incorporated in England
and Wales with registered number 11120795 whose registered office is at 3rd
Floor, 7-10 Chandos Street, London, England, W1G 9DQ;
"Issue Price" means the price of 3 (three) pence per Placing Share;
"Joint Bookrunners" means SP Angel and H&P and "Joint Bookrunner" shall be
construed accordingly;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 31 January 2024;
"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, and from 11pm on 31 December 2020 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018;
"Omnibus Agreement" means the omnibus liabilities agreement between, amongst
others, the Company and OMF Fund II H Limited, OMF Fund III (F) Ltd and OMF
Fund III (Ti) LLC with regard to the restructuring of debt obligations owed by
the Company dated 26 November 2023;
"Ordinary Shares" means the ordinary shares of 1p each in the capital of the
Company;
"Orion" means Orion Mine Finance;
"Orion 2020 Financing Package" means the US$65 million financing package
provided by Orion to the Company in 2020, which included the US$35 million
Orion Existing Convertible Loan Notes, as well as the US$30 million production
financing agreement, completion of which was announced by the Company on 30
November 2020;
"Orion Debt Refinancing" means the restructure of the Orion 2020 Financing
Package as described in the announcement made by the Company on 5 May 2023;
"Orion Existing Convertible Loan Notes" means the convertible loan notes in
issue to Orion pursuant to the Orion Debt Refinancing;
"Placees" means any person procured by either of the Joint Bookrunners (acting
as agents for and on behalf of the Company), on the terms, and subject to, the
conditions of the Placing Agreement, to subscribe for the Placing Shares
pursuant to the Placing;
"Placing" means the placing of the Placing Shares by the Joint Bookrunners
pursuant to the Placing Agreement;
"Placing Agreement" has the meaning given to it in the Appendix;
"Placing Results Announcement" means the announcement of the results of the
Bookbuild to be made via a Regulatory Information Service;
"Placing Shares" means the new Ordinary Shares proposed to be allotted and
issued by the Company fully paid up and admitted to, quoted or listed (as
applicable) on the London Stock Exchange pursuant to the Placing in accordance
with the terms of the Placing Agreement following the Bookbuild as set out in
the Placing Term Sheet;
"Placing Term Sheet" means the term sheet in relation to the Placing as may be
entered into by the Company and the Joint Bookrunners following the Bookbuild;
"PrimaryBid Offer" means the proposed offer of the PrimaryBid Offer Shares at
the Issue Price via the platform operated by PrimaryBid Ltd;
"PrimaryBid Offer Shares" means such number of new Ordinary Shares (if any) as
are to be issued by the Company pursuant to the PrimaryBid Offer;
"Publicly Available Information" means the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement;
"Regulation S" means Regulation S under the US Securities Act;
"Regulatory Information Service" means a Regulatory Information Service that
is on the list of approved Regulatory Information Services maintained by the
FCA;
"Relevant Member State" means a member state of the EEA;
"Restricted Territory" means the United States, Canada, Australia, Japan or
the Republic of South Africa;
"Shareholders" means holder of the Ordinary Shares and "Shareholder" shall
mean any one of them;
"SP Angel" means SP Angel Corporate Finance LLP, a limited liability
partnership incorporated in England and Wales with registered number OC317049
whose registered office is at Prince Frederick House, 35-39 Maddox Street,
London, England, W1S 2PP;
"SPR" means Southern Point Resources Partners Limited or;
"Subscribers" means SPRL, Michael Kirkwood, Kevin Alcock, and Craig Coltman;
"Subscription" means the conditional subscription for the Subscription Shares
at the Issue Price pursuant to the Subscription Agreements;
"Subscription Agreements" means the conditional agreements entered into on or
about the date of this Announcement between the Company and each of the
Subscribers in connection with the Subscription;
"Subscription Shares" means the Ordinary Shares conditionally subscribed for
pursuant to the Subscription;
"subsidiary" has the meaning given to that term in the Companies Act 2006;
"subsidiary undertaking" has the meaning given to that term in the Companies
Act 2006;
"Terms and Conditions" means the terms and conditions of the Placing set out
in the Appendix to this Announcement;
"UK Prospectus Regulation" means Prospectus Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018;
"UK Qualified Investor" means qualified investors as defined in Article 2(e)
of the UK Prospectus Regulation;
"uncertificated" or in "uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" means the United States of America;
"US Securities Act" means the US Securities Act of 1933, as amended;
"Vanchem Investment Agreement" means the conditional agreement dated 20
November 2023 between SPR GP1 Proprietary Limited, Bushveld Vanchem
Proprietary Limited, Bushveld Vanadium 2 Proprietary Limited and Bushveld
Minerals SA Propriety Limited.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK. All references to "U.S $", "$" or "dollars" are
to the lawful currency of the United States of America. All references to "C$"
or "Canadian Dollars" are to the lawful currency of Canada. All references to
"AUD $" or "Australian Dollars" are to the lawful currency of Australia. All
references to "R" or "rand" are to the lawful currency of South Africa. All
references to "€" or "euro" are to the lawful currency of Austria, Belgium,
Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia,
Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia,
and Spain.
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
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUKOVROOUAUAARecent news on Bushveld Minerals
See all newsREG - Bushveld Minerals Ld - Appointment of Liquidators & Resignation of Nomad
AnnouncementREG - Bushveld Minerals Ld - Notice of appointment of liquidators
AnnouncementREG - FTSE Russell Bushveld Minerals Ld - Bushveld Minerals
AnnouncementREG - Bushveld Minerals Ld - Business Rescue and Operations Update
AnnouncementREG - Bushveld Minerals Ld - Resignation of Directors
Announcement