REG - Canadian O'Seas Petr - Proposed Fundraising for Gross Proceeds of USD 8m

Canadian Overseas PetroleumAnnouncement

01/12/2021 07:00

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RNS Number : 1729U  Canadian Overseas Petroleum Ltd  01 December 2021

Canadian Overseas Petroleum

Announces Proposed Fundraising for Gross Proceeds of USD 8,000,000

 

Calgary, Canada, London, United Kingdom; December 01, 2021 - Canadian Overseas
Petroleum Limited ("COPL" or the "Company") (XOP: CSE) & (COPL: LSE), an
international oil and gas exploration and development company, today announces
its intention to conduct an accelerated bookbuild (the "Bookbuild") to raise
net proceeds of approximately USD 7.5 million by way of a placing (the
"Placing") of, and subscription for, new common shares of nil par value in the
Company ("Common Shares").

The Bookbuild will open with immediate effect following release of this
announcement. The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms part of this
announcement). A further announcement confirming the number of new Common
Shares issued as part of the Placing and the price being paid per new Common
Share (the "Issue Price") will be made following closing of the Bookbuild.

Tennyson Securities is acting as sole bookrunner in relation to the Placing.

The net proceeds of the Placing, in conjunction with COPL's other financial
resources, are intended to be used for a bid for Cuda Energy LLC, or its
assets, through the receivership process mandated for Cuda Oil & Gas Inc.,
a non-operating partner in COPL's Wyoming assets, and for general working
capital.

 

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.

 

The Company's Wyoming operations are one of the most environmentally
responsible with minimal gas flaring and methane emissions combined with
electricity sourced from a neighbouring wind farm to power production
facilities.

 

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) 7747788221

Email: copl@yellowjerseypr.com

 

Peter Krens

Equity Capital Markets, Tennyson Securities

Tel: +44 (0) 20 7186 9033

Email: peter.krens@tennysonsecurities.co.uk

 

 

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

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 acquisitions,
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 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 forwardlooking 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.

 

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") OR IN THE UNITED KINGDOM 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, 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.

If a person indicates to Tennyson Securities ("Tennyson")  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 Article 5(1) of the 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
Tennyson 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 Tennyson 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 Tennyson 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 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 and the pricing information expected to be made
available to Placees on or around 01 December 2021. 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 Tennyson or the Company and none of Tennyson, 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 Tennyson or any of its
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 Tennyson or any of its 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

Tennyson 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 Issue 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 their admission 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.

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"). It is expected that Admission will become effective
and that dealings in the Placing Shares will commence in early 2022 and within
twelve months of settlement.

 Bookbuild of the Placing

Commencing today, Tennyson will be conducting the Bookbuild to determine
demand for participation in the Placing. Tennyson 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)        Tennyson are arranging the Placing as agent 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 Tennyson. Tennyson and its 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 Tennyson
or at a price up to a price limit specified in its bid. The Placing Price will
be jointly agreed between Tennyson and the Company following completion of the
Bookbuild and will be payable by the Placees in respect of the Placing Shares
allocated to them.

(e)        The Bookbuild is expected to close on 01 December 2021 but
may close earlier or later, at the discretion of Tennyson and the Company. The
timing of the closing of the books and allocations will be agreed between
Tennyson and the Company following completion of the Bookbuild (the
"Allocation Policy"). Tennyson 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, Tennyson 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 Tennyson following the close of the Bookbuild. Oral or written
confirmation (at Tennyson's discretion) from Tennyson to such Placee
confirming its allocation will constitute a legally binding commitment upon
such Placee, in favour of Tennyson 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  Tennyson (or as Tennyson 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, Tennyson reserve
the right not to accept bids or to accept bids, either in whole or in part, on
the basis of allocations determined at Tennyson's discretion and may scale
down any bids as Tennyson may determine, subject to agreement with the
Company. The acceptance of bids shall be at Tennyson's 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 paragraph
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) Tennyson, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or (ii), any
person connected with Tennyson 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 Tennyson 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 Tennyson 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 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.

Tennyson, at its 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 Tennyson 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 Tennyson.

Termination of the Placing Agreement

Tennyson is entitled at any time before the Issue 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 Tennyson 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 Tennyson reasonably considers to be material in the
context of the Placing or that any matter which Tennyson 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 material respect
which Tennyson 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 Tennyson 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 01 December 2021(or such other time
and/or date as the Company and Tennyson 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 07 December 2021 (or such
other date as shall be notified to each Placee by Tennyson). Tennyson 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. Tennyson 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
Tennyson.

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 03 December 2021.
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, Tennyson 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 Tennyson all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions which Tennyson
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 Tennyson 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
Admission, 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;

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 Tennyson or the Company nor any of their respective
affiliates and neither Tennyson 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 Tennyson 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 Tennyson 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
Tennyson or any of its affiliates; (ii) none of Tennyson, 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;
(iii) none of Tennyson, its 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 Tennyson, its 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 Tennyson 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 Article 5(1) of the 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 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 Prospectus Regulation in a member state of the
EEA which has implemented the 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 Tennyson), 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 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 Tennyson 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
Tennyson 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 Tennyson of any right to terminate the
Placing Agreement or of other rights or discretions under the Placing
Agreement or the Placing shall be within Tennyson's absolute discretion and
Tennyson 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 Tennyson 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 Tennyson 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 Issue
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 Tennyson and
that Tennyson 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 Tennyson 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 Tennyson 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 fully and effectively indemnify and hold harmless the
Company, Tennyson and each of their respective affiliates (as defined in Rule
501(b) under the Securities Act) and each person, if any, who controls
Tennyson within the meaning of Section 15 of the Securities Act or Section 20
of the US Exchange Act of 1934, as amended, 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 and liabilities (i) arising from
any breach by such Placee of any of the provisions of these terms and
conditions and (ii) incurred by Tennyson and/or the Company arising from the
performance of the Placee's obligations as set out in these terms and
conditions;

27.         to indemnify on an after-tax basis and hold the Company,
Tennyson 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
Issue;

28.         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 Tennyson 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;

29.         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
Tennyson's conduct of the Placing; and

30.         Tennyson 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 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
Tennyson would be responsible and Placees shall indemnify the Company,
Tennyson 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
Tennyson 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 Tennyson 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 Tennyson 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 Tennyson (or
either 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
Tennyson, any money held in an account with Tennyson 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 Tennyson's money in accordance with the client
money rules and will be used by Tennyson in the course of their own business;
and the Placee will rank only as a general creditor of Tennyson.

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

 

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