REG - Canadian O'Seas Petr - Acquisition, Bridge Loan & Equity Placing

Canadian Overseas PetroleumAnnouncement

19/04/2022 07:00

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RNS Number : 5566I  Canadian Overseas Petroleum Ltd  19 April 2022

THIS ANNOUNCEMENT 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, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.

 

COPL Announces Strategic Acquisition, Signs $20m Bridge Loan term Sheet for
Funding and Announces an Equity Placing of $10m

London, United Kingdom; Calgary, Canada: April 19, 2022 - Canadian Overseas
Petroleum Limited ("COPL" or the "Company") (XOP: CSE) & (COPL: LSE), an
international oil and gas exploration, production and development company with
production and development operations focused in Converse and Natrona
Counties, Wyoming, USA, is pleased to announce (the "Announcement"):

 

·    COPL's affiliate, COPL America Inc., has signed a Purchase and Sale
Agreement to acquire the assets of Cuda Energy LLC ("Cuda") (the
"Acquisition");

 

·   The Company has signed a US$20,000,000 bridge loan term sheet (the
"Loan") from a UK/US based Institution (the "Investor") to finance COPL
America Inc's cash consideration of this strategic acquisition; and

 

·   It is COPL's intention to conduct an accelerated bookbuild to raise net
proceeds of approximately US$10,000,000 by way of a placing (the "Placing")
of, and subscription for, new common shares of nil par value in the Company
("Placing Shares").

 

Cuda Acquisition Highlights

 

·    Cuda is a private oil and gas company incorporated under the laws of
the State of Wyoming, it is currently in receivership under the Canadian
Bankruptcy and Insolvency Act, which proceeding has been recognized in the
U.S. under Chapter 15 of the United States Bankruptcy Code.

 

·    Cuda's sole assets are a non-operating interest in: the Barron Flats
Shannon Unit (27% WI); and in the Barron Flats Federal (Deep) Unit, Cole Creek
Unit and non-unitized lands (27.5%-33.333% WI), complimentary to COPL America
Inc's assets.

 

o The Shannon Unit is a miscible flood unit, the Deep Unit is an exploratory
unit, the Cole Creek Unit is a production/exploration Unit and the non-unit
lands are exploration. A COPL America Inc subsidiary is the existing operator
of all Cuda leasehold and Unit Operating Agreements and made a bid for the
assets of Cuda.

 

·    COPL America Inc. submitted bids on the Cuda assets in a sales
process mandated by a Receivership Order on Cuda and its affiliates, including
its parent, Cuda Oil and Gas Inc, by the Court of Queens Bench of Alberta
Canada and a Chapter 15 Recognition Order for Cuda by the United States
Bankruptcy Court for the District of Wyoming (the" Courts").

 

·    COPL America Inc. has signed a Purchase and Sale Agreement ("PSA")
with the Receiver for Cuda appointed by the Courts. The PSA is subject to the
approval of the Courts and as such the Receiver will shortly be filing an
Approval and Vesting Order with the Court of Queens Bench of Alberta for a
hearing scheduled on April 29, 2022 and a US Sale Recognition Order with the
United States Bankruptcy Court District of Wyoming.

 

·    Closing of this Acquisition is expected to occur by the mid of June
2022

 

·   The total consideration for the acquisition is a combination of cash
and credit. COPL America Inc will finance the cash component of the
acquisition solely with cash provided by the Loan entered into by the
Company.  The total consideration implies a highly attractive valuation of c.
90% of the working interest adjusted Atomic Oil and Gas LLC acquisition last
year in a currently high oil price environment.

 

·   Adds unhedged production and exposure to the current high oil price
environment and approximately doubles COPL's corporate cash flow.

 

·    Increases COPL's 2P reserves by 47% from ¹25.8 million barrels to
38.2 million barrels. (COPL December 31, 2021 NI-51-101 Reserves)

 

·    Provides significant leverage to COPL increasing the Company's NPV10
(47% working interest adjusted) by USD122,000,000, from ¹USD258,000,000 to
USD380,000,000. (COPL December 31, 2021 NI-51-101 Reserves)

 

¹ (Note a summary of the Company's Oil and Gas Reserves at December 31, 2021
under National Instrument 51-101 can be found on NI-51-101 Form F2 in the
Company's Annual Information Form Dated March 31, 2022 filed by the Company on
www.sedar.com)

 

Proposed Funding Highlights

 

COPL has agreed and signed a non-binding Bridge Loan Term Sheet to finance the
Cuda acquisition (the "Bridge Loan Funding"). The key terms of the Loan are as
follows:

 

·    US$ 20,000,000 drawdown.

 

·    12 months maturity ("Maturity Date").

 

·    12.5% interest per annum fixed coupon, payable on the Maturity Date
(6 months).

 

·    Convertible at a 25% premium to the placing price of the placing
required as a CP for this Loan (the "Convert Price"). Upon the earlier of a
default or the six-month anniversary of the Note, into the Company's
newly-issued ordinary shares at a conversion price equal to 80% of the lowest
daily VWAP of the Company's ordinary shares over the 10 trading days
immediately preceding each conversion.

 

·    7% implementation fee deducted from proceeds.

 

·   Two Year common share purchase warrants representing 50% of the
Convertible Loan Drawdown will be issued to the Investor, exercisable at the
Convert Price.

 

·    Bullet repayment in cash together with outstanding interest on the
Maturity Date.

 

·    The Note will be secured by fixed and floating liens on all assets of
the Company. COPL America Holding, Inc. will guaranty the Company's
obligations under the Note, subject to the Investor and the Company's existing
senior lender entering into mutually acceptable inter-creditor arrangements.

 

·    Drawdown is conditional on entering into definitive documentation and
customary closing conditions including, completion of due diligence, requisite
approvals from COPL America Inc's Senior Lender, which are underway.

 

·    Proposed Fundraising Highlights

 

·    COPL proposed placing of new ordinary shares in the Company to raise
net proceeds of approximately US$10,000,000. The total number of Placing
Shares is expected to represent approximately 20% of the Company's existing
issued share capital as the date of this Announcement.

 

·    The Placing is conducted through an accelerated book building process
(the "Book Build") which will commence immediately following this Announcement
in accordance with the terms and conditions set out in the Appendix. The
placing price will be determined at the close of the Book Build.

 

·    The Placing include 50% warrants relative to the Placing size at a
20% premium to the Placing Price with 6 months expiry.

 

·    H&P Advisory Limited ("Hannam & Partners") and Tennyson
Securities (a trading name of Shard Capital Partners LLP) ("Tennyson
Securities") are acting as joint bookrunners (the "Bookrunners") in relation
to the Placing, Hannam & Partners is acting as the sole financial advisor.

 

·   The Company expects to close the Book Build no later than 10:00am
today, but the Bookrunners reserve the right to close the Book Build earlier
or later without further notice. Further, pricing and allocations are at the
absolute discretion of the Bookrunners and the Company. Details will be
announced as soon as partible after the close of the Book Build.

 

·    The net proceeds of the Placing, in conjunction with COPL's other
financial resources, are intended to be used for facility upgrades and
drilling activities, and for general working capital purposes.

 

Arthur Millholland, President & CEO, commented:

 

"The Cuda acquisition is a significant growth milestone for COPL and a deal we
have been in hot pursuit of for some months. We have secured it on attractive
and highly accretive terms. We are funding it with a bridge loan. The
convertible nature of the bridge loan allows the company to refinance our
current credit facility and thus reduce our cost of capital. Over the coming
months it is our intention to now pursue attractively priced Reserve Based
Lending ('RBL') debt with which to refinance all debt currently supporting and
carried by our Wyoming assets (and including the bridge loan if necessary). We
remain fortunate to have a strong and supportive equity ownership base. We are
taking this opportunity to ensure they can participate in our future expected
success and fund the proposed expansionary capex that will be associated with
our new and increased ownership in our flagship assets."

 

 

About the Company:

 

COPL is an international oil and gas exploration, development and production
company actively pursuing opportunities in the United States with operations
in Converse County Wyoming, and in sub-Saharan Africa through its ShoreCan
joint venture company in Nigeria, and independently in other countries.

 

 

For further information, please contact:

 

Mr. Arthur Millholland, President & CEO

Mr. Ryan Gaffney, CFO

Canadian Overseas Petroleum Limited

Tel: + 1 (403) 262 5441

 

Cathy Hume

CHF Investor Relations

Tel: +1 (416) 868 1079 ext. 251

Email: cathy@chfir.com

 

 

Charles Goodwin

Yellow Jersey PR Limited

Tel: +44 (0) 77 4778 8221

Email: copl@yellowjerseypr.com

 

Peter Krens

Equity Capital Markets, Tennyson Securities

Tel: +44 (0) 20 7186 9033

 

Alex Wood & Keith Dowsing

Joint Broker

Alternative Resource Capital

AW: +44 (0) 7559 910872

KD: +44 (0) 7559 910873

 

Andrew Chubb / Neil Passmore

Advisors/Joint Brokers

Hannam & Partners

+44 (0) 20 7907 8500

 

Tony Loria/Kevin Leonard

Advisors

Eight Capital

TL: +1403-268-7433

KL: +1403-268-7428

 

 

The Common Shares are listed under the symbol "XOP" on the CSE and under the
symbol "COPL" on the London Stock Exchange.

 

Market Abuse Regulation disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("MAR") encompassing information relating to
the Placing described above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR. In addition, market soundings (as defined
in MAR) were taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as permitted
by MAR. This inside information is set out in this Announcement. Therefore,
upon publication of this announcement, those persons that received such inside
information in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.

 

Caution regarding forward looking statements

This news release contains forward-looking statements. The use of any of the
words "initial, "scheduled", "can", "will", "prior to", "estimate",
"anticipate", "believe", "should", "forecast", "future", "continue", "may",
"expect", and similar expressions are intended to identify forward-looking
statements. The forward-looking statements contained herein are based on
certain key expectations and assumptions made by the Company, including, but
not limited to, the ability to raise the necessary funding for operations,
delays or changes in plans with respect to exploration or development projects
or capital expenditures. Although the Company believes that the expectations
and assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the forward-looking
statements since the Company can give no assurance that they will prove to be
correct since forward-looking statements address future events and conditions,
by their very nature they involve inherent risks and uncertainties most of
which are beyond the control of Canadian Overseas Petroleum Ltd. For example,
the uncertainty of reserve estimates, the uncertainty that the Bridge Loan
Funding will complete the uncertainty of estimates and projections relating to
production, cost overruns, health and safety issues, political and
environmental risks, commodity price and exchange rate fluctuations, changes
in legislation affecting the oil and gas industry could cause actual results
to vary materially from those expressed or implied by the forward-looking
information.  Forward-looking statements contained in this news release are
made as of the date hereof and Canadian Overseas Petroleum undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.

 

 

Hannam & Partners, which is a member of the London Stock Exchange, is
authorised and regulated in the United Kingdom by the FCA and is acting as
joint broker and sole financial adviser in connection with the Placing.
Tennyson Securities, which is a member of the London Stock Exchange, is
authorised and regulated in the United Kingdom by the FCA and is acting as
joint broker in connection with the Placing. Each of Hannam & Partners and
Tennyson Securities are acting exclusively for the Company in connection with
the matters referred to in this announcement and for no-one else and will not
be responsible to anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing any advice in relation
to the contents of this announcement or any transaction, arrangement or matter
referred to herein.

 

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 either Hannam & Partners (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and Markets Act
2000, or the regulatory regime established thereunder) or the Company or by
any of their respective

affiliates or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.

 

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. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129, AS AMENDED FROM
TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B)
IN THE UNITED KINGDOM,  PERSONS WHO: (I) FALL WITHIN THE DEFINITION OF
"QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED) ("EUWA AND OTHER IMPLEMENTING MEASURES") ("UK PROSPECTUS REGULATION")
(SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); and (II)
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE SECURITIES MENTIONED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY
STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED
STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY
INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING
ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.  Unless otherwise
defined in these terms and conditions, capitalised terms used in these terms
and conditions shall have the meaning given to them in this announcement.

H&P Advisory Limited ("Hannam & Partners") and Tennyson Securities (a
trading name of Shard Capital Partners LLP) ("Tennyson Securities" ) are
acting as joint bookrunners (the "Joint Brokers") in relation to the Placing.

If a person indicates to either Joint Broker 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:

(a)             it is a Relevant Person 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)             it is and, at the time the Placing Shares are
acquired, will be outside the United States and acquiring the Placing Shares
in an "offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act ("Regulation S") and it is acquiring
beneficial interests in the Placing Shares for its own account; if acquiring
the Shares for the account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements, undertakings,
and acknowledgements herein on behalf of each such person; and

(c)             if it is a financial intermediary, as that term is
used in the Prospectus Regulation or the UK Prospectus Regulation, any Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale to Qualified
Investors in the United Kingdom or a member state of the EEA, or in
circumstances in which the prior consent of the Joint Brokers has been given
to each such proposed offer or resale.

 

This announcement, including this Appendix, does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent (i)
registration under the Securities Act or (ii) an available exemption from, or
in a transaction not subject to, registration under the Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the Securities Act. The Placing Shares are being offered and sold outside the
United States in "offshore transactions" in accordance with Regulation S.
There will be no public offering of the securities in the United States.

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 Brokers 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 Brokers and the Company to inform themselves about
and to observe any such restrictions.

Each Placee's commitment will be made solely on the basis of the information
set out in this announcement and the pricing information expected to be made
available to Placees on or around 12:00am on 19 April 2022. 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 a  Joint Broker or the Company and none of the Joint Brokers, 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 Hannam & Partners or Tennyson
Securities 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 Hannam
& Partners or Tennyson Securities or any of their 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.

All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus.

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.

Proposed Placing of Common Shares

Hannam & Partners and Tennyson Securities has today entered into an
agreement with Canadian Overseas Petroleum Limited (the "Placing Agreement")
under which, subject to the conditions set out in that agreement, it has
agreed to use its reasonable endeavours to procure subscribers for the Placing
Shares at the price per Placing Share to be agreed between the Company and the
Joint Brokers at the close of the Bookbuild  (the "Placing Price") with
certain institutional and other investors.

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 new Common Shares issued under the Placing, when issued and fully paid,
will 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 the Settlement Date, save
that they will not be admitted to trading on the standard listing segment of
the Official List maintained by the FCA and to the London Stock Exchange's
main market for listed securities until the date of Admission (as defined
below).

Applications will be made to the FCA for the Placing Shares to be admitted to
the Official List and to the London Stock Exchange for the Placing Shares to
be admitted to trading on the London Stock Exchange's main market for listed
securities ("Admission") only after the Company has published a new prospectus
approved by the FCA in connection with such applications. It is expected that
a prospectus will be published and Admission will become effective and that
dealings in the Placing Shares will commence in late June2022 and in any event
within twelve months of settlement.

 Bookbuild of the Placing

Commencing today, the Joint Broker will be conducting the Bookbuild to
determine demand for participation in the Placing. The Joint Brokers will seek
to procure Placees as agent 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 Brokers are arranging the Placing as agents
of the Company.

(c)           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 Broker. The Joint Brokers and their affiliates are
entitled to offer to subscribe for Placing Shares as principal in the
Bookbuild.

(d)           Any offer to subscribe for Placing Shares should state
the aggregate number of Placing Shares which the Placee wishes to acquire or
the total monetary amount which it wishes to commit to acquire Placing Shares
at the Placing Price which is ultimately established by the Company and the
Joint Brokers or at a price up to a price limit specified in its bid. The
Placing Price will be jointly agreed between the Joint Brokers and the Company
following completion of the Bookbuild and will be payable by Placees in
respect of the Placing Shares allocated to them.

(e)           The Bookbuild is expected to close on 19 April 2022
but may close earlier or later, at the discretion of the Joint Brokers and the
Company. The timing of the closing of the books and allocations will be agreed
between the Joint Brokers and the Company following completion of the
Bookbuild (the "Allocation Policy"). The Joint Brokers may, in agreement with
the Company, accept offers to subscribe for Placing Shares that are received
after the Bookbuild has closed.

(f)            An offer to subscribe for Placing Shares in the
Bookbuild will be made on the basis of these terms and conditions and will be
legally binding on the Placee by which, or on behalf of which, it is made and
will not be capable of variation or revocation after the close of the
Bookbuild.

(g)           Subject to paragraph (e) above, the Joint Brokers
reserve the right not to accept an offer to subscribe for Placing Shares,
either in whole or in part, on the basis of the Allocation Policy and may
scale down any offer to subscribe for Placing Shares for this purpose.

(h)           If successful, each Placee's allocation will be
confirmed to it by the relevant Joint Broker following the close of the
Bookbuild. Oral or written confirmation (at the relevant Joint Broker's
discretion) from the relevant Joint Broker to such Placee confirming its
allocation will constitute a legally binding commitment upon such Placee, in
favour of the relevant Joint Broker 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 Broker (or as
the relevant Joint Broker 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.

(i)            The Company will make a further announcement
following the close of the Bookbuild detailing the Placing Price and 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.

(j)            Subject to paragraphs (g) and (h) above, the Joint
Brokers reserve the right not to accept bids or to accept bids, either in
whole or in part, on the basis of allocations determined at the Joint Brokers'
discretion and may scale down any bids as the Joint Brokers may determine,
subject to agreement with the Company. The acceptance of bids shall be at the
Joint Brokers' absolute discretion, subject to agreement with the Company.

(k)           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".

(l)            No commissions are payable to Placees in respect of
the Placing.

(m)          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".

 

 Each Placee will be deemed to have read and understood these terms and
conditions in their entirety, to be participating in the Placing upon the
terms and conditions contained in this announcement, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings, in
each case as contained herein. To the fullest extent permitted by law and
applicable Financial Conduct Authority ("FCA") rules (the "FCA Rules"),
neither (i) the Joint Brokers, (ii) any of its directors, officers, employees
or consultants, or (iii) to the extent not contained within (i) or (ii), any
person connected with the Joint Brokers as defined in the FCA Rules ((i), (ii)
and (iii) being together "affiliates" and individually an "affiliate"), shall
have any liability to Placees or to any person other than the Company in
respect of the Placing.

Conditions of the Placing

The obligations of the Joint Brokers under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things, the Company
having complied with its obligations under the Placing Agreement (to the
extent that such obligations fall to be performed prior to Admission).

If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by the Joint Brokers 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
any of the circumstances specified below or as otherwise specified in the
Placing Agreement, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.

The Joint Brokers, at their discretion and upon such terms as it thinks 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.

Neither the Joint Brokers 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 Brokers.

Admission is not a condition to the Placing.

Termination of the Placing Agreement

The Joint Brokers are entitled at any time before the Settlement Date, to
terminate the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst other things:

(a)             the Company fails, in any material respect, to
comply with any of its obligations under the Placing Agreement; or

(b)             it comes to the notice of the Joint Brokers 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 in each case in any respect which the Joint Brokers reasonably
considers to be material in the context of the Placing or that any matter
which the Joint Brokers reasonably considers to be material in the context of
the Placing has arisen which would, if the Placing were made at that time,
constitute a material omission therefrom; or

(c)             any of the warranties given by the Company in the
Placing Agreement has ceased to be true and accurate in any respect which the
Joint Brokers reasonably considers to be material in the context of the
Placing by reference to the facts subsisting at the time when notice to
terminate is given; or

(d)             there happens, develops or comes into effect: i) a
general moratorium on commercial banking activities in London declared by the
relevant authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom; or ii) the
outbreak or escalation of hostilities or acts of terrorism involving the
United Kingdom or the declaration by the United Kingdom of a national
emergency or war; or iii) 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 the Joint Brokers is materially
adverse.

 

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 19 April 2022 (or such other time and/or
date as the Company and the Joint Brokers 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 22 April 2022 (or such
other date as shall be notified to each Placee by the Joint Brokers). A Joint
Broker 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 will take place through
depositary interests ("DIs") within the CREST system, subject to certain
exceptions. The Joint Brokers 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 the Joint Brokers.

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 22 April 2022
("Settlement Date"). 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 prevailing LIBOR. Each Placee is deemed to agree that
if it does not comply with these obligations, the Joint Brokers 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 Joint Brokers all such authorities
and powers necessary to carry out any such sale and agrees to ratify and
confirm all actions which the Joint Brokers lawfully take 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.

Acceptance

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 Brokers and the
Company, the following:

1.     in consideration of its allocation of a placing participation, to
subscribe at the Placing Price for any Placing Shares comprised in its
allocation for which it is required to subscribe pursuant to these terms and
conditions;

2.     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 the Placing, the
Company, the Placing Shares (or Admission), 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;

3.     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 Brokers or the Company nor any of their respective
affiliates and neither the Joint Brokers  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;

4.     the content of this announcement and these terms and conditions
are exclusively the responsibility of the Company and agrees that neither the
Joint Brokers nor any of its 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 Brokers 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;

5.     (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  Brokers or any of their affiliates; (ii) none of the Joint Brokers,
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 Joint Brokers, 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 (iv) none of the
Joint Brokers, 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
(iii) above, whether at the date of publication of such information, the date
of this announcement or otherwise;

6.     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;

7.     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 Brokers 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 section 86 of the FSMA, (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 Prospectus Regulation and (v) if it is a financial intermediary,
as that term is used in the Prospectus Regulation or 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 a member state of the EEA or the
United Kingdom 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 the Prospectus Regulation or UK Prospectus Regulation;

8.     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;

9.     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;

10.  it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;

11.  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;

12.  it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving the United Kingdom;

13.  it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and authorities
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in these terms and
conditions);

14.  unless otherwise agreed by the Company (after agreement with the Joint
Brokers), 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 the
United States, Canada, Australia, Japan, the Republic of South Africa or any
other jurisdiction in which such offer, sale, resale or delivery would be
unlawful ("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 jurisdictions;

15.  it does not expect the Joint Brokers 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 the
Joint Brokers as defined by the Rules. Likewise, any payment by it will not be
treated as client money governed by the Rules;

16.  any exercise by a Joint Broker of any right to terminate the Placing
Agreement or of other rights or discretions under the Placing Agreement or the
Placing shall be within such Joint Brokers' absolute discretion and that Joint
Broker 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;

17.  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;

18.  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 Brokers 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
participate in the Placing on the basis that the Placing Shares will be
allotted to a CREST stock account of the Joint Brokers who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;

19.  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;

20.  if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;

21.  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;

22.  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 the Settlement Date 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 Prospectus Directive;

23.  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 the Joint Brokers and that
the Joint Brokers do not have any duties or responsibilities to it for
providing the protections afforded to its 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;

24.  to provide the Joint Brokers 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;

25.  any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on 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 contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Joint Brokers 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;

26.  to indemnify on an after-tax basis and hold the Company, the Joint
Brokers and any of their affiliates and any person acting on their behalf
harmless from any and all losses, claims, damages, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgments, agreements and
undertakings in these terms and conditions and further agrees that the
provisions of these terms and conditions shall survive after completion of the
Placing;

27.  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 Group 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 Brokers 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;

28.  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 Brokers'
conduct of the Placing; and

29.  The Joint Brokers 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.

 

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 United Kingdom 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 Brokers would be responsible and Placees shall indemnify the
Company, the Joint Brokers 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 Brokers 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 Joint
Brokers accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares.

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 each Joint Broker 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 section 86 of the FSMA;

4.              if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 5 (1) of the Prospectus
Regulation;

5.              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;

6.              it is and, at the time the Placing Shares are
acquired, will be outside the United States, purchasing in an offshore
transaction pursuant to Regulation S;

7.              none of the Placing Shares have been or will be
registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States;

8.              none of the Placing Shares may be offered, sold,
taken up or delivered directly or indirectly, in whole or in part, into or
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States;

9.              if it is in South Africa, it is a person falling
within a category of person listed in section 96 of the South African
Companies Act, 2008 as not being a member of the public;

 

10.          if it is in Australia, it is a person who falls within
an exemption from disclosure to investors in Australia under the Australian
Corporations Act 2001 (Cth) (the "Corporations Act"), including a
"sophisticated investor" within the meaning of Section 708(8) of the
Corporations Act or a "professional investor" within the meaning of Section
708(11) of the Corporations Act or a "wholesale client" within the meaning of
Section 761(G) of the Corporations Act;

11.          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 Brokers
(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.

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
an 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 an Excluded Territory or the United States, 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
Broker, any money held in an account with a Joint Broker 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 a Joint Broker's money in accordance with
the client money rules and will be used by the Joint Broker in the course of
their own business; and the Placee will rank only as a general creditor of
such Joint Broker

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 Brokers will notify Placees and any persons acting on
behalf of the Placees of any changes.

 

 

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