REG - Caledonia Mining Crp - Proposed fundraise of approximately US$13 million
24/03/2023 07:15
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RNS Number : 0850U Caledonia Mining Corporation PLC 24 March 2023
THIS ANNOUNCEMENT, INCLUDING THE 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, INTO OR FROM THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, HONG KONG, SINGAPORE OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SECURITIES OF CALEDONIA MINING CORPORATION PLC IN
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, HONG KONG, SINGAPORE
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED, ("U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS OR
PERSONS IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S.
SECURITIES ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
UK VERSION OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"), WHICH IS PART
OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Caledonia Mining Corporation Plc
(NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL)
Proposed fundraise of approximately US$13 million (approximately £10.5
million)
Caledonia Mining Corporation Plc ("Caledonia" or the "Company") today
announces that it proposes to raise approximately £8.1 million (approximately
US$10 million) (before expenses), pursuant to a placing (the "Placing") of new
common shares of no par value (the "Placing Shares") at a price per Placing
Share of £11.15 (approximately US$13.74) (the "Placing Price"). The Placing
Price is equivalent to a discount of 13.2% to the closing price of the
Company's Common Shares on AIM, the market operated by London Stock Exchange
plc ("LSE") on 23 March 2023, being the latest practicable date prior to this
announcement, and a discount of 3.0% to the volume weighted average price on
AIM for the 30 trading days to 23 March 2023.
The Placing is being conducted in the UK and South Africa through an
accelerated bookbuilding process (the "Bookbuild"), which is being managed by
Cenkos Securities plc ("Cenkos") and Liberum Capital Limited ("Liberum") in
the UK, and The Standard Bank of South Africa Limited ("Standard Bank") in
South Africa (together the "Joint Bookrunners").
In addition to the Placing, IH Securities (Private) Limited ("IH Securities")
is undertaking on behalf of the Company a placing in Zimbabwe of Zimbabwe
depositary receipts ("ZDRs") to raise approximately £2.4 million
(approximately US$3 million) at, or at not less than, the Placing Price (the
"Zimbabwe Placing" and, together with the Placing, the "Fundraise"). The
Zimbabwe Placing will allow investors local to the Company's operations the
opportunity to participate.
The Bookbuild will open with immediate effect following release of this
announcement. The number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Joint Bookrunners and the Company following the
close of the Bookbuild. The timing of the closing of the Bookbuild, the amount
to be raised and allocations are at the sole discretion of Joint Bookrunners
and the Company. Details of the number of Placing Shares to be issued will be
announced as soon as practicable after the close of the Bookbuild. The
Zimbabwe Placing will also open with immediate effect following release of
this announcement and is expected to remain open until 12.00 p.m. on 31 March
2023. The Company will make a further announcement confirming the result of
the Zimbabwe Placing as soon as practicable after it has closed. Members of
the public are not entitled to participate in the Fundraise.
Current trading and activity
The Company today released its operating and financial results for the full
year ending 31 December 2022 ("FY 2022") and Management's Discussions and
Analysis ("MD&A") for the quarter ended 31 December 2022 ("Q4"), including
the events occurring after the period end, a summary of which is as follows:
· The Company performed in line with market expectations in FY
2022, reporting gross revenues of US$142 million and EBITDA of US$50.4
million;
· In January 2023 the Company completed the acquisition of the
Bilboes gold project in Zimbabwe;
· During Q4, the Company completed the acquisition of a business
owning the mining lease for Motapa, a property contiguous to the Bilboes gold
project with the potential for exploration and processing synergies; and
· Gold production guidance for 2023 is between 87,500 - 97,000
ounces and comprises:
o 75,000 - 80,000 ounces from Blanket Mine 1 (#_ftn1)
o 12,500 - 17,000 from the oxide operation at Bilboes 2 (#_ftn2)
Further information of the Company's current trading and activity can be found
in the Company's announcement released at 7.00 a.m. UK time on 24 March 2023.
Rationale for the Fundraise and Use of Proceeds
The net proceeds of the Fundraise, together with the Company's existing cash
reserves and the future cash to be generated from its ownership of the
producing and cash generative Blanket Mine and from the Bilboes oxide
operation, will strengthen the Company's balance sheet and provide the Company
with working capital flexibility to accelerate planned work at the three new
gold projects it is currently undertaking in Zimbabwe.
Bilboes
Bilboes was acquired by the Company in January 2023 for a value of
approximately US$65.7 million as at the date of completion, payable in Common
Shares. As announced on 21 July 2022, Bilboes has NI 43-101 compliant proven
and probable mineral reserves of 1.96 million ounces of gold in 26.64 million
tonnes at a grade of 2.29 g/t, measured and indicated mineral resources of
2.56 million ounces of gold in 35.18 million tonnes at a grade of 2.26 g/t and
inferred mineral resources of 577,000 ounces of gold in 9.48 million tonnes at
a grade of 1.89 g/t 3 (#_ftn3) . Bilboes has produced approximately 288,000
ounces of gold since 1989. The first gold from Bilboes under Caledonia's
ownership is due to be produced at the end of March 2023.
Approximately US$2 million of the net proceeds of the Fundraise are
anticipated to be used to fund a new feasibility study to investigate
commercialisation of Bilboes, possibly through a phased development approach.
If successful, this would reduce the initial capital investment and also
reduce the need for third party funding. A further US$2 million is expected to
be used for the procurement of a management facility at Bulawayo which will be
used to provide shared services for Blanket Mine and also for the projects at
both Bilboes and Motapa.
Motapa
Caledonia acquired the Motapa gold exploration project in Southern Zimbabwe in
November 2022 for US$8.25 million in cash and loan notes. As previously
announced, Motapa is a large exploration property which is contiguous to the
Bilboes gold project and approximately 75km north of Bulawayo. The Company
believes the proximity to Bilboes will allow prospects of synergies in the
evaluation of the geological potential for Motapa and, in due course, gold
processing operations in the mining areas.
The mining lease for Motapa covers approximately 2,200 hectares, and
approximately US$6 million of the net proceeds of the Fundraise is expected to
be used for further exploration of the area.
Maligreen
Acquired in November 2021 for US$4 million, the Maligreen mining claims are
situated in the Gweru mining district in the Zimbabwe Midlands. The property
contains NI 43-101 measured and indicated mineral resources of 442,000 ounces
of gold in 8.03 million tonnes at 1.71 g/t and inferred mineral resources of
420,000 ounces of gold in 6.17 million tonnes at 2.12 g/t 4 (#_ftn4) .
Approximately US$2 million of the net proceeds of the Fundraise are expected
be used for drilling and exploration of the claims.
Details of the Placing
The Placing is subject to the terms and conditions set out in the Appendix
(which forms part of this announcement, such announcement and the Appendix
together the "Announcement").
Application will be made to the NYSE American for approval to issue the
Placing Shares and to the LSE for the Placing Shares to be admitted to trading
on AIM. It is expected that admission to trading on AIM ("Admission") will
become effective and that dealings in the Placing Shares will commence on AIM
at 8.00 a.m. on 30 March 2023.
The Placing Shares will be issued and credited as fully paid and will rank in
full for all dividends and other distributions declared, made or paid after
the admission of those Placing Shares and will otherwise rank on Admission
pari passu in all respects with each other and with the existing Common Shares
in the Company.
The Placing is conditional upon, inter alia, Admission taking place by no
later than 8.00 a.m. on 30 March 2023 (or such later date as the Joint
Bookrunners may agree in writing with the Company, being not later than 8.00
a.m. on 28 April 2023) and the Placing Agreement entered into between the
Company and Joint Bookrunners not being terminated prior to Admission. If any
of the conditions of the Placing Agreement are not satisfied, the Placing
Shares will not be issued and Admission will not take place.
The Company, in conjunction with the Joint Bookrunners, reserves the right to
accept over-subscriptions for Placing Shares and to determine the maximum
number of Placing Shares that will be issued in the Placing.
The Placing Shares have not been made available to the public and have not
been offered or sold in any jurisdiction where it would be unlawful to do so.
Details of the Zimbabwe Placing
Application will be made to the Victoria Falls Stock Exchange ("VFEX") for the
ZDRs to be admitted to trading. It is expected that admission to trading on
VFEX ("VFEX Admission") will become effective and that dealings in the ZDRs
will commence on VFEX at 8.00 a.m. on or no later than 7 April 2023.
The ZDRs will be issued and credited as fully paid and will rank in full for
all dividends and other distributions declared, made or paid after the
admission of those ZDRs and will otherwise rank on VFEX Admission pari passu
in all respects with each other and with the existing common shares (or
depositary interests as applicable) in the Company.
The Zimbabwe Placing is conditional upon, inter alia, VFEX Admission taking
place by no later than 8.00 a.m. on 7 April 2023 (or such later date as IH
Securities may agree in writing with the Company, being not later than 8.00
a.m. on 12 April 2023).
IH Securities and the Company reserve the right to accept over-subscriptions
for ZDRs and to determine the maximum number of ZDRs that will be issued in
the Zimbabwe Placing. The ZDRs have not been made available to the public and
have not been offered or sold in any jurisdiction where it would be unlawful
to do so.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the "Important Notices" section of this Announcement, to
the detailed terms and conditions of the Placing and further information
relating to the Bookbuild described in the Appendix to this Announcement
(which forms part of this Announcement).
By choosing to participate in the Fundraise and by making an oral and legally
binding offer to acquire Placing Shares or ZDRs, 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 Fundraise contained herein, and to be providing the
representations, warranties and acknowledgements contained in the Appendix.
Unless otherwise defined in this Announcement, capitalised terms used in these
terms and conditions shall have the meaning given to them in Appendix 2,
headed "Definitions".
In this Announcement, references to "pounds sterling", "£", "pence" and "p"
are to the lawful currency of the United Kingdom and references to "United
States of American dollars", "US$" and "US cents" are to the lawful currency
of the United States of America. Unless otherwise stated, the basis of
translation of pounds sterling into United States of American dollars is
approximately £1.00/US$1.23.
Enquiries:
Caledonia Mining Corporation Plc
Mark Learmonth Tel: +44 1534 679 800
Camilla Horsfall Tel: +44 7817 841 793
Cenkos Securities plc (Nomad and Joint Bookrunner)
Adrian Hadden Tel: +44 207 397 1965
Neil McDonald Tel: +44 131 220 9771
George Lawson Tel: +44 207 397 8966
Liberum Capital Limited (Joint Bookrunner)
Scott Mathieson Tel: +44 20 3100 2000
Kane Collings
Lucas Bamber
The Standard Bank of South Africa Limited (Joint Bookrunner)
Sthembiso Majola Tel: +27 11 344 5891
Anders Alfredson Tel +44 203 1675174
IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)
Lloyd Mlotshwa Tel: +263 242 745 119
BlytheRay Financial PR (UK)
Tim Blythe/Megan Ray Tel: +44 207 138 3204
3PPB (Financial PR, North America)
Patrick Chidley Tel: +1 917 991 7701
Paul Durham Tel: +1 203 940 2538
Curate Public Relations (Zimbabwe)
Debra Tatenda Tel: +263 7780 2131
Tel: +263 (242) 745 119/33/39
Important Notices
Forward-looking statements
This announcement may include certain "forward-looking statements" and
"forward-looking information" under applicable securities laws. Except for
statements of historical fact, certain information contained herein
constitutes forward-looking statements. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made, and are based on a number of
assumptions and subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required third party
regulatory and governmental approvals will be obtained. Many of these
assumptions are based on factors and events that are not within the control of
the Company and there is no assurance they will prove to be correct. Factors
that could cause actual results to vary materially from results anticipated by
such forward-looking statements include changes in market conditions and other
risk factors discussed or referred to in this announcement and other documents
filed with the applicable securities regulatory authorities. Although the
Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause actions,
events or results not to be anticipated, estimated or intended. There can be
no assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. The Company undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking statements.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or any
jurisdiction into which the publication or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in Australia, Canada, Japan, New Zealand,
or any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States, or to, or for the account or
benefit of U.S. Persons or persons in the United States. The securities
referred to herein have not been and will not be registered under the
Securities Act or the securities laws of any state or other jurisdictions of
the United States and may not be offered or sold in the United States, or to,
or for the account or benefit of U.S. Persons or persons in the United States.
Each Placee will be required to warrant that it and any account with respect
to which it exercises investment discretion is outside the United States and
is not a U.S. Person.
General
Cenkos and Liberum are authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Bookbuilding process and the
Placing will not regard anyone (including any Placees) (whether or not a
recipient of this Announcement) as a client, and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild and/or the
Placing or any other matters referred to in this Announcement.
Standard Bank is acting exclusively for the Company and no one else in
connection with the Bookbuild and the Placing, and will not regard anyone
(including the Placees) (whether or not a recipient of this document) as a
client in relation to the Placing, and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients, nor for providing advice, in relation to the Bookbuild and/or the
Placing or any other matter referred to in this Announcement.
This Announcement has been issued by, and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.
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 securities 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 securities. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial adviser.
Neither the Placing Shares nor the ZDRs to be issued pursuant to the Fundraise
will be admitted to trading or listed on any stock exchange other than on the
NYSE American, the AIM market operated by the London Stock Exchange, and on
the Victoria Falls Stock Exchange, a stock exchange that is established in
terms of the Securities and Exchange Act 2004 of Zimbabwe Chapter 24:25.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) or any previous announcement made by the Company is incorporated in,
or forms part of, this Announcement.
APPENDIX 1 - TERMS AND CONDITIONS OF THE BOOKBUILD
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY
.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY
DIRECTED AT, AND BEING DISTRIBUTED TO, 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 WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2) (A) TO (D) OF THE ORDER; AND (C) IN THE REPUBLIC OF SOUTH AFRICA,
PERSONS WHO (1) FALL WITHIN ANY ONE OF THE CATEGORIES OF PERSONS SET OUT IN
SECTION 96(1)(a) OF THE SOUTH AFRICAN COMPANIES ACT, 2008, AS AMENDED ("SOUTH
AFRICAN COMPANIES ACT") OR (2) ARE PERSONS WHO SUBSCRIBE, AS PRINCIPAL, FOR
PLACING SHARES AT A MINIMUM PLACING PRICE OF ZAR1,000,000, AS ENVISAGED IN
SECTION 96(1)(b) OF THE SOUTH AFRICAN COMPANIES ACT, IN EACH CASE TO WHOM THE
PLACING IS SPECIFICALLY ADDRESSED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS
AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
NEITHER THIS ANNOUNCEMENT (INCLUDING ITS APPENDICES) NOR THE PLACING
CONSTITUTES OR IS INTENDED TO CONSTITUTE AN OFFER TO THE PUBLIC IN SOUTH
AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT, OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, EXCHANGE
OCONTROL, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN
THE UNITED STATES, OR TO, OR FOR THE ACCCOUNT OR BENEFIT OF A U.S. PERSON,
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. "UNITED STATES" AND "U.S.
PERSONS" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in Appendix
2, headed "Definitions".
If a person indicates to a Joint Bookrunner that it wishes to participate in
the Placing by making an oral or written offer to acquire Placing Shares (each
such person, a "Placee") it will be deemed to have read and understood these
terms and conditions and the Announcement of which they form a part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed to be made
by Placees. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are allocated to it
for the purposes of its business only.
Further, each such Placee represents, warrants and agrees that: (a) it is a
Relevant Person (as defined above) and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business; (b) if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation, that the Placing
Shares acquired by and/or subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale to qualified investors (as defined above) in the UK or in a member
state of the EEA, or in circumstances in which the prior consent of the
relevant Joint Bookrunner has been given to each such proposed offer or
resale; (c) it is and, at the time the Placing Shares are acquired, will be
outside the United States, and a non-U.S. Person; and (d) it is acquiring the
Placing Shares in an offshore transaction in accordance with Rule 903 of
Regulation S under the U.S. Securities Act.
Subject to certain exceptions, these terms and conditions and the information
contained herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in the United States, or to, or
for the account or benefit of U.S. Persons, Australia, Canada, Japan or any
other jurisdiction in which such release, publication or distribution would be
unlawful ("Excluded Territory"). No public offer of securities of the
Company is being made in the United Kingdom or elsewhere. Neither the
Announcement to which this Appendix is attached nor the Placing constitutes or
is intended to constitute a sale of or subscription for, or the solicitation
of an offer to buy and/or to subscribe for shares to the public as defined in
the South African Companies Act and will not be distributed to any person in
South Africa in any manner which could be construed as an "offer to the
public" as contemplated in the South African Companies Act. In the Republic of
South Africa the announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons in South Africa who (i) fall within any one of the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii)
are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of ZAR1,000,000, as envisaged in section 96(1)(b) of the South
African Companies Act, in each case to whom the Placing is specifically
addressed.
The distribution of these terms and conditions and the offer and/or placing of
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Joint Bookrunners or the Company that would
permit an offer of the Placing Shares or possession or distribution of these
terms and conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required, save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the Company to
inform themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners or the Company and none of the Joint
Bookrunners, the Company, nor any person acting on such person's behalf nor
any of their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation 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. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of the Joint Bookrunners or any of
their affiliates, their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by the Joint Bookrunners
or any of their respective directors, officers, employees or affiliates or any
other person for any loss howsoever arising, directly or indirectly, from any
use of this Announcement or such information or opinions contained herein.
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings per share
for any future period will necessarily match or exceed historical published
profits or earnings per share of the Company.
The information contained in this Appendix and the Announcement to which it is
attached constitutes factual information as contemplated in section 1(3)(a) of
the South African Financial Advisory and Intermediary Services Act, 2002 and
should not be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of the Placing or the
Placing Shares or in relation to the business or future investments of the
Company is appropriate to the particular investment objectives, financial
situation or needs of a prospective investor, and nothing in this Appendix and
the Announcement to which it is attached should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in the
Republic of South Africa.
The information contained in this Appendix and the Announcement to which it is
attached does not constitute a prospectus for the purpose of the Companies
(Jersey) Law 1991 and therefore no consent has been sought from the Jersey
Financial Services Commission for its circulation. Nothing contained in this
Appendix and the Announcement to which it is attached or anything communicated
to Placees is intended to constitute, or should be construed as, advice on the
merits of, the purchase of or subscription for, Placing Shares or the exercise
of any rights attached to them for the purposes of the Financial Services
(Jersey) Law 1998.
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, Cenkos and Liberum are severally 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 Cenkos and Liberum severally 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.
Proposed Placing
The Joint Bookrunners have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the conditions set out
in such Placing Agreement, the Joint Bookrunners as agents for and on behalf
of the Company, have severally agreed to use their respective reasonable
endeavours to procure Placees for the Placing Shares. The number of Placing
Shares will be determined following completion of the Bookbuild and set out in
a terms sheet to be entered into between 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.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions and
this Announcement have been prepared and issued by the Company, and is the
sole responsibility of the Company.
The Placing Shares will, when issued and fully paid, be identical to, and rank
pari passu with, the existing Common Shares, including the right to receive
all dividends and other distributions declared, made or paid on the existing
Common Shares after their admission to trading on AIM.
Application will be made to the NYSE American for approval to issue the
Placing Shares and to the LSE for the Placing Shares to be admitted to trading
on AIM. It is expected that Admission will become effective and that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on 30 March 2023.
Subject to the conditions below being satisfied, it is expected that Admission
of the Placing Shares will become effective on or around 30 March 2023. It is
expected that dealings for normal settlement in the Placing Shares will
commence at 8.00 a.m. (UK time) on the same day.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting an accelerated
bookbuild (the "Bookbuild") to determine demand for participation in the
Placing. The Joint Bookrunners will seek to procure Placees as agents for the
Company as part of this Bookbuild. These terms and conditions give details of
the terms and conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild
(a) By participating in the Placing, Placees will be
deemed to have read and understood this Announcement and these terms and
conditions in their entirety and to be participating and making an offer for
any Placing Shares on these terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings,
contained in these terms and conditions.
(b) The Joint Bookrunners are arranging the Placing as
agents of the Company. Under the terms of the Placing Agreement, Cenkos and
Liberum have severally agreed to use their respective reasonable endeavours as
the Company's agent to procure subscribers for Placing Shares in the United
Kingdom and Standard Bank has agreed to use its reasonable endeavours as the
Company's agent to procure subscribers for Placing Shares in the Republic of
South Africa.
(c) The Placing Price 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.
(d) Participation in the Placing will only be
available to persons who are Relevant Persons and who may lawfully be and are
invited to participate by a Joint Bookrunner. The Joint Bookrunners (in their
independent and individual capacity) and their affiliates are entitled to
offer to subscribe for Placing Shares as principals in the Bookbuild.
(e) Any offer to subscribe for Placing Shares should
state the aggregate number of Placing Shares which the Placee wishes to
acquire. The Placing Price will be payable by the Placees in respect of each
Placing Share allocated to them.
(f) The books will open with immediate effect. The
Bookbuild is expected to close no later than 12.00 p.m. (UK time) on 24
March 2023 but may close earlier or later, at the discretion of the Joint
Bookrunners and the Company. The Company will make a further announcement
following the close of the Bookbuild detailing the number of Placing Shares to
be issued (the "Placing Results Announcement"). It is expected that such
Placing Results Announcement will be made as soon as practicable after the
close of the Bookbuild.
(g) A bid in the Bookbuild will be made on the terms
and conditions in this Appendix and will not be capable of variation or
revocation by a Placee after the close of the Bookbuild.
(h) A Placee who wishes to participate in the
Bookbuild should communicate its bid by telephone to the usual sales contact
at:
a. in the United Kingdom, Cenkos or
Liberum; or
b. in the Republic of South Africa,
Standard Bank,
stating the number of Placing Shares which
the prospective Placee wishes to acquire at the Placing Price. In the event of
an oversubscription under the Placing, the Joint Bookrunners reserve the right
to scale down any bids in accordance with paragraph (i) of this Appendix.
(i) Subject to paragraph (g) above, each of the
Joint Bookrunners reserve the right including with or at the instruction of
the Company not to accept an offer to subscribe for Placing Shares, either in
whole or in part, on the basis of the allocations determined with the Company
and may scale down any offer to subscribe for Placing Shares for this purpose.
(j) If successful, each Placee's allocation will be
confirmed to it by the relevant Joint Bookrunner following the close of the
Bookbuild. Oral or written confirmation (at the relevant Joint Bookrunner's
discretion) from the relevant Joint Bookrunner to such Placee confirming its
allocation of the Placing Shares and the Placing Price will constitute a
legally binding commitment upon such Placee, in favour of the relevant Joint
Bookrunner and the Company to acquire the number of Placing Shares allocated
to it on the terms and conditions set out herein. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to the Company,
to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner
may direct) as agent for the Company in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares which such
Placee has agreed to acquire.
(k) Subject to paragraphs (g) and (j) above, the Joint
Bookrunners reserve the right not to accept bids or to accept bids, either in
whole or in part, on the basis of allocations determined at their discretion
and may scale down any bids as they may determine, subject to agreement with
the Company. The acceptance of bids shall be at the relevant Joint
Bookrunner's absolute discretion, subject only to agreement with the
Company. The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may determine in agreement
with the Company and each other.
(l) 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 at the time specified, on the basis explained below under the paragraph
entitled "Registration and Settlement".
(m) No commissions are payable to Placees in respect of
the Placing.
(n) By participating in the Bookbuild, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee. All obligations under the Placing
will be subject to the fulfilment of the conditions referred to below under
the paragraphs entitled "Conditions of the Placing" and "Termination of the
Placing Agreement".
(p) The Placing is not subject to any minimum
fundraising and no element of the Placing is underwritten by any of the Joint
Bookrunners or any other person.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement in
respect of the placing of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations
under the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the Company having confirmed to the Joint
Bookrunners that, prior to the delivery of such confirmation, none of the
representations, warranties and agreements of the Company contained in the
Placing Agreement was untrue, inaccurate or misleading at the date of the
Placing Agreement or will be untrue, inaccurate or misleading immediately
prior to Admission;
(c) Admission having occurred at 8.00 a.m. (UK
time) 30 March 2023 or such later date as the Company and the Joint
Bookrunners may agree, but in any event not later than 8.00 a.m. (UK time)
on 28 April 2023.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Cenkos and Liberum by the
respective time or date where specified, (ii) any of such conditions becomes
incapable of being fulfilled or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time, all monies received from a Placee
pursuant to the Placing shall be returned to such Placee without interest, at
the risk of the relevant Placee and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Cenkos and Liberum, at their sole discretion and upon such terms as they think
fit, may waive compliance by the Company with the whole or any part of any of
the Company's obligations in relation to the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
None of the Joint Bookrunners nor the Company nor any other person shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Cenkos and Liberum are severally entitled at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in respect of
the Placing Shares, under the Placing, by giving notice to the Company if,
amongst other things:
(a) the Company fails to comply with any of its
material obligations under the Placing Agreement or commits a breach of any
applicable law; or
(b) it comes to the notice of any Joint Bookrunner
that any statement contained in this Announcement was untrue, incorrect or
misleading at the date of this Announcement or has become untrue, incorrect or
misleading; or
(c) any of the warranties given by the Company in the
Placing Agreement was not true and accurate as at the date of the Placing
Agreement or has ceased to be true and accurate by reference to the facts
subsisting at the time when notice to terminate is given; or
(d) in the opinion of any of Joint Bookrunners, acting
in good faith, there shall have occurred any adverse change in, or any
development involving or reasonably likely to involve an adverse change in,
the condition (financial, operational, legal, environmental or otherwise),
earnings, business, management, property, assets, rights, results, operations
or prospects of the Company or the Group which is material in the context of
the Company or or the Group taken as a whole, whether or not arising in the
ordinary course of business and whether or not foreseeable; or
(e) there happens, develops or comes into effect: (i)
a general moratorium on commercial banking activities in the United Kingdom,
the United States of America the Republic of South Africa, any member of the
European Economic Area (the "EEA") or Zimbabwe declared by the relevant
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United Kingdom, the United States of
America the Republic of South Africa, the EEA or Zimbabwe ; or (ii) the
outbreak or escalation of hostilities, war or acts of terrorism, declaration
of emergency or martial law or other calamity or crisis or event; or (iii) any
other occurrence of any kind which in any such case (by itself or together
with any other such occurrence) in the reasonable opinion of any Joint
Bookrunner (acting in good faith) is likely to materially and adversely affect
the market's position or prospects of the Company taken as a whole; or (iv)
any other crisis of international or national effect or any change in any
currency exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment which, in any such case, in the
reasonable opinion of any Joint Bookrunner is materially adverse.
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, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them on or around 24 March 2023 (or such other time
and/or date as the Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing
at the Placing Price must be made by no later than 30 March 2023 (or such
other date as shall be notified to each Placee by the relevant Joint
Bookrunner) on the expected closing date of the Placing. The relevant Joint
Bookrunner or the Company will notify Placees if any of the dates in these
terms and conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. The Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary if delivery or settlement is not possible
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions which they
have in place with a respective Joint Bookrunner.
Settlement for the Placing will be on a T+2 and delivery versus payment basis
and settlement is expected to take place on or around 30 March 2023. Interest
is chargeable daily on payments to the extent that value is received after the
due date from Placees at the rate of 2 percentage points above the prevailing
Sterling Overnight Index Average. 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 it on its behalf and retain from
the proceeds, for its own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. By communicating a
bid for Placing Shares, each Placee confers on the relevant Joint Bookrunner
all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the relevant Joint Bookrunner
lawfully takes in pursuance of such sale. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon any transaction in the Placing
Shares on such Placee's behalf.
Representations, Warranties and Further Terms
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1. it is a Relevant Person and undertakes to
subscribe at the Placing Price for those Placing Shares allocated to it by the
Joint Bookrunners;
2. it and any account with respect to which it
exercises investment discretion is a non-U.S. Person outside the United
States;
3. it has read and understood this Announcement
(including these terms and conditions) in its entirety and that it has neither
received nor relied on any information given or any investigations,
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 (including these terms and conditions) that in accepting the
offer of its placing participation it will be relying solely on the
information contained in this Announcement (including these terms and
conditions) and undertakes not to redistribute or duplicate such documents;
4. its oral or written commitment will be made
solely on the basis of the information set out in this Announcement and the
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on the date of this Announcement, such information being
all that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, or representations or
warranties or statements made, by the Joint Bookrunners or the Company nor any
of their respective affiliates and neither the Joint Bookrunners nor the
Company will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement;
5. the content of this Announcement and these terms
and conditions are exclusively the responsibility of the Company and agrees
that neither the Joint Bookrunners nor any of their affiliates nor any person
acting on behalf of any of them will be responsible for or shall have
liability for any information, representation or statements contained therein
or any information previously published by or on behalf of the Company, and
neither the Joint Bookrunners nor the Company, nor any of their respective
affiliates or any person acting on behalf of any such person will be
responsible or liable for a Placee's decision to accept its placing
participation;
6. (i) it has not relied on, and will not rely on,
any information relating to the Company contained or which may be contained in
any research report or investor presentation prepared or which may be prepared
by the Joint Bookrunners, the Company or any of their affiliates; (ii) none of
the Joint Bookrunners, their affiliates or any person acting on behalf of any
of such persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) none of the Company, its affiliates
or any person acting on behalf of any of such persons has or shall have any
responsibility or liability for public information relating to the Company
save for any information published via a regulatory information service; (iv)
none of the Joint Bookrunners, the Company or their affiliates or any person
acting on behalf of any of such persons has or shall have any responsibility
or liability for any additional information that has otherwise been made
available to it, whether at the date of publication of such information, the
date of these terms and conditions or otherwise; and that (v) none of the
Joint Bookrunners, the Company or their affiliates or any person acting on
behalf of any of such persons makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of any such information
referred to in (i) to (iv) above, whether at the date of publication of such
information, the date of this Announcement or otherwise;
7. it has made its own assessment of the Company and
has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing, and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its decision to participate in the
Placing;
8. it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person; (ii) it is and will remain
liable to the Company and the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person); (iii) if it is in the United Kingdom, it is
a person: (a) who has professional experience in matters relating to
investments and who falls within the definition of "investment professionals"
in Article 19(5) of the Order or who falls within Article 49(2) of the Order;
and (b) is a "qualified investor" as defined in Article 2(e) of the UK
Prospectus Regulation; (iv) if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation; and (v) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed by
it in the Placing are not being acquired on a nondiscretionary basis for, or
on behalf of, nor will they be acquired with a view to their offer or resale
to persons in the UK or in a member state of the EEA in circumstances which
may give rise to an offer of shares to the public, other than their offer or
resale to qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation or within the meaning of Article 2(e) of the EU
Prospectus Regulation in a member state of the EEA which has implemented the
EU Prospectus Regulation;
9. that neither the offer referred to herein nor the
Placing constitutes or is intended to constitute an offer to the public in the
Republic of South Africa in terms of the South African Companies Act, and that
in the Republic of South Africa such offer is only being distributed to, and
is only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons in South Africa who (i) fall within any one of the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii)
are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of ZAR1,000,000, as envisaged in section 96(1)(b) of the South
African Companies Act, in each case to whom the Placing is specifically
addressed;
10. that, if in the Republic of South Africa, it is a
person referred to in paragraph 9 above;
11. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required another person
to deal in the securities of the Company; or (iii) disclosed such information
to any person, prior to the information being made generally available;
12. it has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice
(Money Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof (the "Regulations") and, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory evidence to verify
the identity of the third party as may be required by the Regulations;
13. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 ("FSMA"))
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
14. it is not acting in concert (within the meaning
given in the City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
15. it has complied and will comply with all applicable
laws (including all provisions of FSMA) with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;
16. unless otherwise agreed by the Company (after
agreement with the Joint Bookrunners), it is not, and at the time the Placing
Shares are subscribed for and purchased will not be, subscribing for and on
behalf of a resident of Canada, Australia, Japan or any other Excluded
Territory and further acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdiction.
17. it acknowledges that the Placing Shares have not
been and will not be registered under the U.S. Securities Act or the
securities laws of any state in the United States, and the Placing Shares may
not be offered, sold or transferred in the United States or to, or for the
benefit or account of a U.S. Person unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to an
exemption from such registration requirements and upon delivery of an opinion
of counsel of recognised standing reasonably satisfactory to the Company to
such effect, if requested;
18. the Placing Shares are subject to a 40 day
"distribution compliance period" (as defined in Regulation S under the U.S.
Securities Act, the "Distribution Compliance Period"), and the Placing Shares
may not be offered or sold, prior to the expiration of the Distribution
Compliance Period, unless (A) in accordance with Rule 903 or 904 of Regulation
S under the U.S. Securities Act; (B) pursuant to an effective registration
statement under the U.S. Securities Act; or (C) pursuant to an available
exemption from the registration requirements of the U.S. Securities Act, upon
delivery of an opinion of counsel of recognised standing reasonably
satisfactory to the Company to such effect, if requested. The Placee further
confirms that it is not a distributor (as defined in Regulation S under the
U.S. Securities Act, a "Distributor") or an affiliate of any Distributor, and
is not purchasing the Placing Shares and will not sell any Placing Shares on
behalf of the Company or any Distributor;
19. it does not expect the Joint Bookrunners to have any
duties or responsibilities towards it for providing protections afforded to
clients under the rules of the FCA Handbook (the "Rules") or advising it with
regard to the Placing Shares and that it is not, and will not be, a client of
either of the Joint Bookrunners as defined by the Rules. Likewise, any payment
by it will not be treated as client money governed by the Rules;
20. any exercise by Cenkos and/or Liberum of any right
to terminate the Placing Agreement or of other rights or discretions under the
Placing Agreement or the Placing shall be within Cenkos' and/or Liberum's
absolute discretion and the Joint Bookrunners shall not have any liability to
it whatsoever in relation to any decision to exercise or not to exercise any
such right or the timing thereof;
21. it has the funds available to pay for the Placing
Shares which it has agreed to acquire and acknowledges, agrees and undertakes
that it (and any person acting on its behalf) 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 may, in its
absolute discretion, determine 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. 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 any
Excluded Territory (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
23. neither it, nor the person specified by it for
registration as a holder of Placing Shares is, or is acting as nominee(s) or
agent(s) for, and that the Placing Shares will not be allotted to, a
person/person(s) whose business either is or includes issuing depository
receipts or the provision of clearance services and therefore that the issue
to the Placee, or the person specified by the Placee for registration as
holder, of the Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to issue or
transfer Placing Shares into a clearance system;
24. the person who it specifies for registration as
holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be, and acknowledges that the Joint Bookrunners and the Company will
not be responsible for any liability to pay stamp duty or stamp duty reserve
tax (together with interest and penalties) resulting from a failure to observe
this requirement; and each Placee and any person acting on behalf of such
Placee agrees to indemnify each of the Joint Brokers and the Company and any
person acting on their respective behalf in respect of the same on an after
tax basis and to participate in the Placing on the basis that the Placing
Shares will be allotted to a CREST stock account of the relevant Joint
Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
25. where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
acquire Placing Shares for that managed account;
26. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with applicable laws
and regulations;
27. it and/or each person on whose behalf it is
participating: (i) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the capacity and has
obtained all requisite authorities and consents (including, without
limitation, in the case of a person acting on behalf of a Placee, all
requisite authorities and consents 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 and make the
acknowledgements, agreements, indemnities, representations, undertakings and
warranties contemplated hereby and to perform and honour its obligations in
relation thereto on its own behalf (and in the case of a person acting on
behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms
set out in this Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained in this
Announcement on its own behalf (and in the case of a person acting on behalf
of a Placee on behalf of that Placee); and (v) is and will remain liable to
the Company and the Joint Bookrunners for the performance of all its
obligations as a Placee of the Placing (whether or not it is acting on behalf
of another person);
28. it is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, market abuse under the MAR and the
Proceeds of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
29. in order to ensure compliance with the Money
Laundering Regulations 2017 and analogous legislation in other applicable
jurisdictions, the Joint Bookrunners (for their own purposes 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 its own purpose 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 their absolute
discretion, terminate their 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;
30. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA;
31. it has not offered or sold and will not offer or
sell any Placing Shares to persons in any member state of the EEA prior to
Admission except to persons whose ordinary activities involve them acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose of their business or otherwise in circumstances which have not
resulted and will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
32. to the extent necessary, it has obtained any and all
authorisations, approvals, consents or exemptions which may be required under
the Exchange Control Regulations, 1961 issued under the South African Currency
and Exchanges Act, No. 9 of 1933 (including any applicable directive and
rulings of the Financial Surveillance Department of the South African Reserve
Bank and the National Treasury of South Africa), as amended, in connection
with its acquisition of Placing Shares pursuant to the Placing;
33. participation in the Placing is on the basis that,
for the purposes of the Placing, it is not and will not be a client of any of
the Joint Bookrunners and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to their clients
nor for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;
34. to provide the Joint Bookrunners or the Company (as
relevant) with such relevant documents as they may reasonably request to
comply with requests or requirements that either they or the Company may
receive from relevant regulators in relation to the Placing, subject to its
legal, regulatory and compliance requirements and restrictions;
35. any agreements entered into by it pursuant to these
terms and conditions, and any non-contractual obligations arising our of or in
connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on its
behalf and on behalf of any Placee on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Joint Bookrunners or
the Company 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;
36. to fully and effectively indemnify on an on-demand
after tax basis and hold harmless the Company, the Joint Bookrunners and each
of their respective affiliates, and any such person's respective affiliates,
subsidiaries, branches, associates and holding companies, and in each case
their respective directors, employees, officers and agents from and against
any and all losses, claims, damages, liabilities, costs and expenses
(including legal fees and expenses): (i) arising from any breach by such
Placee of any of the provisions of these terms and conditions; (ii) incurred
by either Joint Bookrunner and/or the Company arising from the performance of
the Placee's obligations as set out in these terms and conditions and (iii)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements or undertakings contained in the
Announcement and further agrees that the provisions of these terms and
conditions shall survive after completion of the Placing;
37. in making any decision to subscribe for the Placing
Shares: (i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) 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; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company operates, and the terms of the
Placing, including the merits and risks involved; (iv) it has had sufficient
time to consider and conduct its own investigation with respect to the offer
and purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to
such investment; and (v) will not look to the Joint Bookrunners or any of
their respective affiliates or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
38. its commitment to acquire Placing Shares 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;
39. it acknowledges and understands that the Joint
Bookrunners and the Company and their respective affiliates and others will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgments and undertakings which are irrevocable; and
40. time is of the essence as regards to its obligations
under this Announcement.
The foregoing representations, warranties and confirmations are given for the
benefit of the Company as well as to each Joint Bookrunner for itself and on
behalf of the Company and are irrevocable.
Please also note that 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 UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Such
agreement assumes that such Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in such Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which none of the Company nor
the Joint Bookrunners would be responsible and Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such arrangements or
dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of the Joint Bookrunners and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent. If this is the case, it would be
sensible for Placees to take their own advice and they should notify the
relevant Joint Bookrunner 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 UK 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.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1. it is not a person who has a registered address
in, or is a resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the
applicable laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite governmental
or other consents and it has fully observed and will fully observe any other
requisite formalities and pay any issue, transfer or other taxes due in such
territories;
3. if it is in the United Kingdom, it is a person:
(i) who has professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or who falls within Article 49(2) of the Order, and (ii) is a
"qualified investor" as defined in Article 2(e) of the UK Prospectus
Regulation;
4. if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
5. if it is in the Republic of South Africa, it is a
person in South Africa who (i) falls within any one of the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii)
are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of ZAR1,000,000, as envisaged in section 96(1)(b) of the South
African Companies Act, in each case to whom the Placing is specifically
addressed;
6. it is a person whose ordinary activities involve
it (as principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that it will (as
principal or agent) acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
7. it (on its behalf and on behalf of any Placee on
whose behalf it is acting) has: (a) fully observed the laws of all relevant
jurisdictions which apply to it; (b) obtained all governmental and other
consents which may be required; (c) fully observed any other requisite
formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not
taken any action which will or may result in the Company or the Joint
Bookrunners (or any of them) being in breach of a legal or regulatory
requirement of any territory in connection with the Placing; (f) obtained all
other necessary consents and authorities required to enable it to give its
commitment to subscribe for the relevant Placing Shares; and (g) the power and
capacity to, and will, perform its obligations under the terms contained in
these terms and conditions; and
8 it and any account with respect to which it
exercises investment discretion is a non-U.S. Person outside the United States
and any offer or sale, if made prior to the expiration of the Distribution
Compliance Period, will be made in accordance with the requirements of
Regulation S under the U.S. Securities Act.
Miscellaneous
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United
States or by, or on behalf of, a U.S. Person or from any other Excluded
Territory or in a manner that may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents believe that the same may
violate applicable legal or regulatory requirements or if it provides an
address for delivery of the share certificates of Placing Shares in the United
States, any other Excluded Territory, or any other jurisdiction outside
the United Kingdom in which it would be unlawful to deliver such share
certificates.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Bookrunner, 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 rules and regulations of
the FCA made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of their own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.
Times
Unless the context otherwise requires, all references to time are
to London time. All times and dates in these terms and conditions may be
subject to amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
APPENDIX 2 - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules.
AIM AIM, the market operated by the London Stock Exchange.
Announcement means this announcement (including its Appendices).
Bookbuild means the accelerated bookbuilding process to be commenced by the Joint
Bookrunners to use reasonable endeavours to procure Placees for the Placing
Shares, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement.
Business Day any day (other than a Saturday, a Sunday or a public holiday) on which
clearing banks are open for all normal banking business in the city of London
and/or South Africa.
Cenkos means Cenkos Securities plc.
Common Shares means the common shares of no par value each in the capital of the Company,
represented on AIM by Depository Interests.
Company means Caledonia Mining Corporation Plc.
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form.
Depositary Interests means the depositary interests representing Common Shares to be issued by
Computershare Investor Services PLC as depositary on Admission under the
instruction of the Company.
EEA means European Economic Area.
Excluded Territory means the United States, Australia, Canada, Japan or any other jurisdiction
in which such release, publication or distribution would be unlawful.
FCA or Financial Conduct Authority means the UK Financial Conduct Authority.
FSMA means the Financial Services and Markets Act 2000 (as amended, including any
regulations made pursuant thereto).
Fundraise together, the Placing and the Zimbabwe Placing.
Group means the Company and its subsidiary undertakings.
IH Securities means IH Securities (Private) Limited.
Joint Bookrunners means Cenkos, Liberum and Standard Bank.
Liberum means Liberum Capital Limited.
LSE means London Stock Exchange plc.
MAR means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
NYSE American means NYSE American stock exchange.
Order has the meaning given to it in Appendix 1 of this Announcement.
Placee 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 has the meaning given to it in the main body of this Announcement.
Placing Agreement has the meaning given to it in Appendix I to this Announcement.
Placing Price means £11.15 per Placing Share.
Placing Shares the Depositary Interests representing new Common Shares proposed to be issued
by the Depositary to Placees pursuant to the Placing (which term shall also
refer, where the context permits, to the Common Shares underlying such
Depositary Interests issued by the Company).
Regulations has the meaning given to it in Appendix 1 of this Announcement.
Regulation S means Regulation S promulgated under the Securities Act.
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix 1 of this Announcement.
SA Placing the part of the Placing being managed by Standard Bank in South Africa.
Standard Bank meaning The Standard Bank of South Africa Limited (acting through its
Corporate and Investment Banking division).
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.
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland.
U.S. Person means "U.S. person" as that term is defined in Rule 902(k) of Regulation S.
U.S. Securities Act means the United States Securities Act of 1933, as amended.
United States means the United States of America, its territories and possessions, any State
of the United States, and the District of Columbia.
VFEX means Victoria Falls Stock Exchange.
ZDRs means Zimbabwe depository receipts.
Zimbabwe Placing has the meaning given to it in the main body of this Announcement.
1 (#_ftnref1) Refer to the technical report entitled "NI 43-101 Technical
Report on the Blanket Gold Mine, Zimbabwe" with effective date September 2022
prepared by Minxcon (Pty) Ltd filed by the Company on SEDAR (www.sedar.com) on
March 13, 2023
2 (#_ftnref2) Refer to the technical report entitled "BILBOES GOLD PROJECT
FEASIBILITY STUDY" with effective date December 15, 2021 prepared by DRA
Projects (Pty) Ltd and filed by the Company on SEDAR on July 21, 2022
3 (#_ftnref3) Refer to the technical report entitled "BILBOES GOLD PROJECT
FEASIBILITY STUDY" with effective date December 15, 2021 prepared by DRA
Projects (Pty) Ltd and filed by the Company on SEDAR on July 21, 2022
4 (#_ftnref4) Refer to technical report entitled "Caledonia Mining
Corporation Plc Updated NI 43-101 Mineral Resource Report on the Maligreen
Gold Project, Zimbabwe dated November 3, 2022 prepared by Minxcon (Pty) Ltd
and filed on SEDAR on November 7, 2022
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