REG - CAP-XX Limited - Proposed Placing and Subscription to raise £2.0m

CAP XXAnnouncement

21/03/2024 16:45

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RNS Number : 8521H  CAP-XX Limited  21 March 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF CAP-XX LIMITED IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.

 

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE
MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX II.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

 

21 March 2024

 

CAP-XX Limited

("CAP-XX" or the "Company")

 

Proposed Placing and Subscription to raise approximately £2.0 million by way
of an accelerated bookbuild

 

and

 

Proposed Retail Offer to raise up to £0.2 million

 

CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of
supercapacitors and energy management systems, today announces a proposed
placing (the "Placing") and subscription to raise approximately £2.0 million
(before expenses) through the issue of new ordinary shares of no par value
("Ordinary Shares"), at an issue price of 0.1 pence per Ordinary Share (the
"Issue Price"), to be undertaken in two tranches. It is intended that the
majority of the net proceeds of the Placing are to be applied towards general
working capital requirements.

The Placing will be undertaken by way of an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this announcement
(being, together with the Appendices hereto, the "Announcement") and will be
made available to new and existing institutional and other investors. Allenby
Capital Limited ("Allenby Capital") is acting as the sole bookrunner in
respect of the Placing (the "Sole Bookrunner"). Further details of the
Bookbuild and the background to and reasons for the Fundraise are provided
below and in the Appendices of this Announcement.

Patrick Elliott, Steen Feldskov and Lars Stegmann (the "Participating
Directors") have indicated their intention to subscribe for new Ordinary
Shares in the Company at the Issue Price (the "Subscription"). In aggregate,
director participation is expected to total £35,000.

In addition to the Placing and the Subscription, the Company announces that
there will be a separate conditional retail offer via the REX Platform to
raise up to £0.2 million (before expenses) at the Issue Price (the "Retail
Offer", and together with the Placing and the Subscription, the "Fundraise").
This is to provide existing UK retail shareholders in the Company an
opportunity to participate in the Fundraise. Those investors who subscribe for
new Ordinary Shares pursuant to the Retail Offer (the "Retail Offer Shares")
will do so pursuant to the terms and conditions of the Retail Offer contained
in that announcement and the Retail Offer Shares will form part of the second
tranche of the Fundraise. The Retail Offer is not subject to any minimum
fundraising and will be open only to existing shareholders of the Company
within the United Kingdom. The Retail Offer will be conditional on completion
of the Placing and Subscription. A separate announcement will be made shortly
by the Company regarding the Retail Offer and its terms.

Change of Registered Office

The Company also announces that it has changed its registered office address
to be Unit 1, 13A Stanton Road, Seven Hills, NSW 2147, Australia.

The above summary should be read in conjunction with the full text of this
Announcement. Attention is drawn to the Appendix containing the Terms and
Conditions of the Placing (representing important information for potential
placees only).

 

For further information contact:

 

 CAP-XX Limited                                                 +61 (2) 9157 0000

 Pat Elliott (Chairman)

 Lars Stegmann (Chief Executive Officer)

 Allenby Capital (Nominated Adviser and Sole Bookrunner)        +44 (0) 20 3328 5656

 David Hart / Piers Shimwell (Corporate Finance)

 Tony Quirke / Stefano Aquilino (Sales and Corporate Broking)

 Kreab (Financial PR)                                           +44 (0) 20 7074 1800

 Robert Speed

 

More information is available at www.cap-xx.com

 

BACKGROUND TO AND REASONS FOR THE FUNDRAISE

 

It has been a difficult period for CAP-XX and its Shareholders.

 

The interim results announced on 1 February 2024 highlighted that product
sales generated by the Company in the six months ended 31 December 2023 were
59 per cent. higher than in the same period in the prior half year.  The
announcement also stated that the sales order book as at 31 December 2023 was
33 per cent. higher than as at 1 January 2023.  The Board believes this
growth in the sales order book was achieved in the face of industry challenges
in the passive electronic market. The Board also stated that the Company's
adjusted EBITDA remained negative and the cash position was tight, with
reserves of A$0.3 million.

 

On 13 March 2024, CAP-XX made a further announcement in which the Company
stated that CAP-XX's working capital position continued to deteriorate and
that the Board was exploring a number of additional fundraising options,
including raising additional equity financing which was required by the end of
March 2024.

 

The Fundraise, for which Shareholder approval is being sought, is necessary to
avoid the Company being placed into administration.

 

Circumstances which led to the need for the Fundraise

 

There are two key factors which have contributed to the Company's
deteriorating working capital position:

 

-     The Company initiated patent infringement legal action that proved
to be not only unsuccessful but much more expensive than predicted. In
addition, CAP-XX was always advised by its US lawyers that the Company would
not be responsible for certain costs of Maxwell in relation to the litigation.
That advice proved incorrect, and the Company is required to pay some costs
incurred by the other party; and

-     Revenue and cash receipts for the first eight weeks of the current
calendar year were lower than expected despite the encouraging growth in the
order book.

 

The effect of these factors conspired to almost totally exhaust the Company's
working capital, despite a drawdown on the Company's R&D facility, which
is based on eligible expenditure that has been incurred in the financial year
to date.

 

Actions taken by the Board

 

The Board has taken a number of actions to seek to address the Company's
financial position:

 

·    Legal cost exposure - the Company announced on 21 March 2024 that it
had reached an agreement with Maxwell/Tesla to settle all outstanding matters
related to the historic litigation by way of a series of payments that the
Board considers are not material amounts in the context of CAP-XX;

·    Revenue and cash receipts - these are now recovering, reflecting
normal seasonal patterns; and

·    CAP-XX's operating costs have been significantly reduced, further
details of which are set out below.

 

Operational developments at CAP-XX

 

The Company appointed Lars Stegmann as its CEO on 11 May 2023.

 

Under Lars Stegmann's leadership, the CAP-XX team has set about completely
re-engineering the business in all areas.

 

Firstly, CAP-XX is shifting from a 'build and they will come' mindset to one
that has the customer as the focus. This approach is reflected in a complete
change in the sales approach and the appointment of a range of distributors
and sales representatives. This is very much a work-in-progress and there are
more appointments and initiatives to come. The Board believes that the impact
of these changes is already being reflected positively in the product revenue
and order booking.

 

Secondly, costs have been rigorously scrutinised, with reductions of
approximately A$750,000 per annum having been achieved to date. The Board
believes there are potentially further cost reductions available, for example,
in the areas of purchasing and improved factory production through operational
improvements.

 

Thirdly, despite the cash constraints, the Company has continued its
development of new products, albeit at a reduced pace. These include:

 

-     DMH - 0.3 mm thin supercapacitors - scheduled to begin production in
volume from May 2024;

-     Surface Mount Device ("SMD") Supercapacitors - the development of
this product is nearing completion, with optimisation trials underway. The
Board believes surface mount technology is ideal for mass production as SMDs
can be used in automatic pick and place machines and can withstand reflow
soldering.  The Board is optimistic, based on its understanding of the
market, about potential order volumes for this product, though these will be
subject to customary trial and design-in times of each customer; and

-     3V supercapacitors - CAP-XX has these available and is waiting for a
number of customers to complete their trial and design-in phases.

 

The Board expects these new products to have a positive impact on CAP-XX over
the next 12 to 36 months and offer the potential for future revenue growth.
However, this will take some time to become evident as customers require time
for product evaluation and to design CAP-XX's supercapacitors into their end
products. Much of these normal time lags between product release and orders of
volume is beyond the Company's control. However, the Board believes that the
change in CAP-XX's sales and distribution approach means that the Company is
closer to its customers and therefore better understands their requirements
and timelines.

 

Finally, the Company's previously disclosed joint venture with Ionic
Industries to develop their graphene technology for the supercapacitor and
battery industries continues. There are further technical collaborations under
discussion that are aimed at further enhancing the Company's innovation
roadmap. The Board believes that these collaborations are low cash cost ways
of leveraging the Company's strengths in energy storage technologies.

 

The Company looks forward to providing updates in relation these developments
in the coming months.

 

Sales pipeline

 

CAP-XX's total net sales pipeline currently stands at approximately US$9.2
million.  This pipeline has been calculated by reviewing each project the
Company is currently pursuing to arrive at a total gross sales pipeline and
applying a probability of success from initial enquiry (0%) through to mass
production (100%) in relation to each project.  The average probability of
success for the entire gross sales pipeline is approximately 32 per cent.
though there can be no guarantee that this level will occur.   The Board
believes this analysis is more reflective of possible order intake in a one to
three-year timeframe. This potential sales pipeline does not include any
volume potential associated with the new products highlighted above, albeit
there are a number of customers that are evaluating samples in relation to
these.  The trend in the sales pipeline leads to the Board being optimistic
for the potential future growth in product revenues.

 

Use of proceeds

 

It is intended that the proceeds from the Fundraise will be used to stabilise
the Company's financial position and provide working capital for CAP-XX. The
Company will use the proceeds in the following main areas:

 

i)             to continue the expansion of its sales
representative and distribution network; and

ii)            to commence the market introduction of the new
products highlighted above, in which the vast bulk of the development costs
have already been incurred. This includes some final costs to bring the DMH
production line onstream.

 

Apart from the final settlement of legal costs associated with the Maxwell
litigation, which the Board does not consider material, the only payments for
legal costs will be normal ongoing corporate legal expenses, including, for
example, those associated with applications for patents.

 

Importance of the Placing and the vote at the General Meeting

 

In order for Second Admission to proceed, among other things, Shareholders
will need to approve the Resolution to be put to Shareholders at a General
Meeting. If the Resolution is not approved by Shareholders, the Second Placing
Shares, the Retail Offer Shares and the Subscription Shares will not be able
to be issued. If that were to occur, the Company would receive significantly
less funding than anticipated from the Fundraise and the Board believes they
would have little alternative but to put CAP-XX into administration.

 

Details of the Fundraise

 

The Placing will be conducted by way of an accelerated bookbuild (the
"Bookbuild") which will be launched immediately upon the publication of this
announcement (being, together with the Appendices hereto, the "Announcement")
and will be made available to new and existing institutional investors.

 

Allenby Capital is acting as nominated adviser and Sole Bookrunner to the
Company in respect of the Placing.

 

The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement. The Sole Bookrunner will commence the Bookbuild immediately
following the release of this Announcement. The final number of Placing Shares
to be placed at the Issue Price will be decided following completion of the
Bookbuild. The book will open with immediate effect following this
Announcement. The timing of the closing of the book and allocations are at the
absolute discretion of the Sole Bookrunner. Details of the number of Placing
Shares to be issued will be announced as soon as practicable after the close
of the Bookbuild.

 

The Placing Shares will be issued in two separate tranches. The first tranche
will make use of the authority granted to the Directors in accordance with the
Company's dilution policy, as approved by shareholders at the Company's annual
general meeting held in 2023, in order to issue up to 103,854,880 Placing
Shares (the "First Placing Shares") on a non-pre-emptive basis. The second
tranche, which will be 1,896,145,120 Placing Shares (the "Second Placing
Shares") which are to be issued alongside the Subscription Shares and the
Retail Offer Shares, will be conditional upon, inter alia, the passing of the
Resolution to be put to Shareholders at a General Meeting, expected to be held
at the offices of CAP-XX Limited at Unit 1/13A Stanton Road, Seven Hills,
Australia at 5 p.m. AEST, 8 a.m. on 23 April 2024.

 

The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's then existing Ordinary
Shares, including the right to receive dividends and other distributions
declared on or after the date of issue.

 

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM ("Admission"). It is anticipated that
First Admission will become effective, and that dealings in the First Placing
Shares will commence at 8.00 a.m. on 28 March 2024. It is anticipated that
Second Admission will become effective, and that dealings in the Second
Placing Shares, the Subscription Shares and the Retail Offer Shares will
commence, at 8.00 a.m. on 25 April 2024. The Placing is conditional, so far as
concerns the First Placing Shares upon, inter alia, First Admission becoming
effective and the placing agreement entered into dated 21 March 2024 between
the Company and Allenby Capital (the "Placing Agreement") not being terminated
in accordance with its terms prior to First Admission. The Placing is
conditional, so far as concerns the Second Placing Shares upon, inter alia,
the passing of the Resolution, Second Admission becoming effective, and the
Placing Agreement not being terminated in accordance with its terms.

 

The first tranche of the Placing is not conditional on issue of the Second
Placing Shares, the Subscription Shares or the Retail Offer Shares. Should the
Resolution not be passed at the General Meeting, the second tranche of the
Placing, the Subscription and the Retail Offer will not proceed. The first
tranche of the Placing will not be affected by any or all of the Second
Placing, the Subscription and Retail Offer failing to complete for any reason.

 

In relation to its role in the Fundraise, Allenby Capital will be receiving
200,000,000 warrants to subscribe for an equivalent number of Ordinary
Shares.  These warrants will have an exercise price of 0.15 pence, being a 50
per cent. premium to the Placing Price and will be capable of being exercised
until the date falling five years after the day on which Second Admission
occurs.

 

Director participation

 

CAP-XX is intending to enter into subscription agreements with Patrick Elliott
(Non-executive Chairman), Lars Stegmann (CEO) and Steen Feldskov
(Non-executive Director) to subscribe for 21,500,000, 8,500,000 and 5,000,000
new Ordinary Shares respectively at the Issue Price.

 

Application will be made to the London Stock Exchange for the 35,000,000 new
Ordinary Shares being subscribed for by Patrick Elliott, Lars Stegmann and
Steen Feldskov (together, the "Subscription Shares") to be admitted to trading
on AIM. The Subscription Shares will form part of the second tranche, and it
is anticipated that Second Admission will become effective, and that dealings
in the Subscription Shares will commence, at 8.00 a.m. on 25 April 2024.

 

The Subscription Shares will be conditional upon, inter alia, the passing of
the Resolution to be put to Shareholders at a General Meeting, expected to be
held at the offices of CAP-XX Limited at Unit 1/13A Stanton Road, Seven Hills,
Australia at 5 p.m. AEST, 8 a.m. on 23 April 2024.

 

The Subscription Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's then existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared on or after the date of issue.

 

For the avoidance of doubt, if the Placing Agreement between the Company and
Allenby Capital is terminated prior to the First Admission then the Placing
will not occur. If the Placing Agreement is terminated following First
Admission but prior to Second Admission, then Second Admission will not occur,
but Placees' obligations will remain fully effective in respect of the first
tranche of placing shares and First Admission.

 

Appendix I sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. Persons who choose to participate in the
Placing, by making an oral, electronic or written offer to subscribe for
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendices) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.

 

A circular convening a General Meeting of the Company's Shareholders is
expected to be posted in due course and will provide details of, and the
background to, the Placing, and sets out the reasons why the Board believes
that the Placing is in the best interests of the Company and its Shareholders
and to seek Shareholder approval to the passing of the Resolution at the
forthcoming General Meeting.

 

Unless otherwise stated, all times referenced in this Announcement are London,
United Kingdom.

 

Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing.

 

Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in Appendix II (which forms part of this
Announcement).

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the appendices to this announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing. Persons
who have chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the appendices) and to be making
such offer on the terms and subject to the conditions herein and, in respect
of those persons participating in the Placing, to be providing the
representations, warranties, agreements, confirmations, acknowledgements and
undertakings contained in Appendix I.

 

 

 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Publication of the Placing                                            21 March 2024

 Publication of the Retail Offer                                       21 March 2024

 Publication of results of the Bookbuild                               By 8.30 a.m. on 22 March 2024

 Publication of results of the Retail Offer                            7.00 a.m. on 25 March 2024

 Admission and commencement of dealings in the First Placing Shares    8.00 a.m. on 28 March 2024

 General Meeting                                                       8.00 a.m. on 23 April 2024

 Admission and commencement of dealings in the Second Placing Shares,  8.00 a.m. on 25 April 2024
 Subscription Shares and Retail Offer Shares

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or the Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.

 

No action has been taken by the Company or Allenby Capital or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Allenby Capital to inform themselves about, and to observe, such
restrictions.

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
business, financial or tax advice.

 

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into 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 the securities laws of any State or any
other jurisdiction of the United States.

 

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.

 

This Announcement has not been approved by the London Stock Exchange.

 

This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at : (a) if in a member state
of the European Economic Area (the "EEA"), persons who are qualified investors
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, persons who are qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation and who
also: (i) have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) fall within the definition of high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); and (c) any other person to whom it may otherwise be
lawfully communicated; and, in each case, who have been invited to participate
in the Placing by Allenby Capital (all such persons together being referred to
as "Relevant Persons").

 

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.

 

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction in which such activities
would be unlawful.

 

By participating in the Bookbuild and the Placing , each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix I to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix I to this Announcement.

 

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Company's actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements. No representation or warranty is made as to
the achievement or reasonableness of, and no reliance should be placed on,
such forward-looking statements. The forward-looking statements contained in
this Announcement speak only as of the date of this Announcement. The Company,
its directors, the Bookrunners, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.

 

Allenby Capital, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. Allenby Capital will not regard any other
person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company and
the Issuer for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.

 

 

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Allenby Capital or by any of their affiliates or any person acting
on their behalf as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.

 

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

 

Notwithstanding any other statement in or provision of this Announcement,
nothing in this Announcement shall be effective to limit or exclude liability
for fraud or which otherwise, by law or regulation, cannot be so limited or
excluded.

 

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not require approval of the communication by an
authorised person.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

 

 

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD

 

IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY
DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO ALSO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" AS DESCRIBED IN
ARTICLE 49(2) (A) TO (D) OF THE ORDER; AND (C) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY ALLENBY CAPITAL LIMITED ("ALLENBY CAPITAL")
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS
AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS
DEFINED IN APPENDIX II).

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This Announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in Appendix
II.

If a person indicates to Allenby Capital 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 acknowledgements, confirmations, undertakings, representations,
warranties, indemnities, and agreements, contained in these terms and
conditions as deemed to be made by Placees. In particular, each such Placee
represents, warrants and acknowledges that it is a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any of the
Placing Shares that are allocated to it for the purposes of its business only.
Further, each such Placee represents, warrants and agrees that if it is a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, that the Placing Shares acquired by and/or subscribed
for by it in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of securities to the
public other than an offer or resale to persons who, if in a member state of
the EEA, are qualified investors within the meaning of Article 2(e) of the EU
Prospectus Regulation or if in the United Kingdom, are qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation, or in
circumstances in which the prior consent of the Sole Bookrunner has been given
to each such proposed offer or resale. These terms and conditions do not
constitute an offer to sell or issue or the invitation or solicitation of an
offer to buy or acquire Placing Shares.

Subject to certain exceptions, these terms and conditions and the information
contained herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in the United States, Australia,
Canada, Japan, the Republic of South Africa or any other jurisdiction in which
such release, publication or distribution would be unlawful ("Excluded
Territory").

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 Allenby Capital 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 Allenby Capital 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 UK Financial Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of Allenby Capital or the Company and neither Allenby Capital, 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 Allenby Capital 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 Allenby Capital or any of their respective
directors, officers, employees or affiliates or any other person for any loss
howsoever arising, directly or indirectly, from any use of this Announcement
or such information or opinions contained herein.

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and/or the UK Prospectus Regulation 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Allenby Capital is only procuring investors in the United Kingdom
which meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").

Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.

The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing.  In all circumstances Allenby Capital will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

Proposed Placing of Ordinary Shares

Allenby Capital has entered into the Placing Agreement with the Company
pursuant to which, on the terms and subject to the conditions set out in such
Placing Agreement, Allenby Capital as agents for and on behalf of the Company,
have agreed to use their reasonable endeavours to procure Placees for the
Placing Shares at the Issue Price.

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 are the
sole responsibility of the Company.

The Placing Shares will, when issued and fully paid, be identical to, and rank
pari passu with, the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on the existing
Ordinary Shares after their admission to trading on AIM.

Applications for admission to trading

Application will be made to the London Stock Exchange for the Placing Shares
to be issued under the Placing to be admitted to trading on AIM.

It is expected that First Admission will take place on or before 8.00 a.m. on
28 March 2024 and that dealings in the First Placing Shares on AIM will
commence at the same time. Subject to the conditions below being satisfied, it
is expected that Second Admission, including the admission of the Second
Placing Shares, will become effective on or around 8.00 a.m. on 25 April 2024
and that dealings in the Second Placing Shares on AIM will commence at the
same time.

Bookbuild of the Placing

Commencing today, Allenby Capital will be conducting an accelerated bookbuild
(the "Bookbuild") to determine demand for participation in the Placing.
Allenby Capital will seek to procure Placees as agents for the Company as part
of this Bookbuild. These terms and conditions give details of the terms and
conditions of, and the mechanics of participation in, the Placing.

Principal terms of the Bookbuild

(a)            By participating in the Placing, Placees will be
deemed to have read and understood this Announcement and these terms and
conditions in their entirety and to be participating and making an offer for
any Placing Shares on these terms and conditions, and to be providing the
acknowledgements, confirmations, undertakings, representations, warranties,
indemnities, and agreements, contained in these terms and conditions.

(b)            Allenby Capital is arranging the Placing as agents
of the Company.

(c)            The Bookbuild will establish the number of Placing
Shares to be issued and the aggregate proceeds to be raised through the
Placing, which will be agreed between Allenby Capital and the Company
following completion of the Bookbuild.  The number of Placing Shares to be
issued will be announced through the Placing Results Announcement (as defined
below) following the completion of the Bookbuild.

(d)            Participation in the Placing will only be available
to persons who are Relevant Persons and who may lawfully be and are invited to
participate by Allenby Capital. Allenby Capital (in their independent and
individual capacity) and their affiliates are entitled to offer to subscribe
for Placing Shares as principals in the Bookbuild.

(e)            Any offer to subscribe for Placing Shares should
state the aggregate number of Placing Shares which the Placee wishes to
acquire. The Issue Price will be payable by the Placees in respect of the
Placing Shares allocated to them.

(f)             The Bookbuild is expected to close no later than
8.00 a.m. on 22 March 2024 but may close earlier or later, at the discretion
of Allenby Capital and the Company. The timing of the closing of the books and
the allocation of the Placing Shares will be agreed between Allenby Capital
and the Company following completion of the Bookbuild (the "Allocation
Policy"). Allenby Capital may, in agreement with the Company, accept offers to
subscribe for Placing Shares that are received after the Bookbuild has closed.
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, Allenby Capital
reserve the right including with or at the instruction of the Company not to
accept an offer to subscribe for Placing Shares, either in whole or in part,
on the basis of the 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 Allenby Capital following the close of the Bookbuild. Oral
or written confirmation (at Allenby Capital 's discretion) from Allenby
Capital to such Placee confirming its allocation will constitute a legally
binding commitment upon such Placee, in favour of Allenby Capital 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 Allenby
Capital (or as Allenby Capital may direct) as agent for the Company in cleared
funds an amount equal to the product of the Issue 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 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, Allenby
Capital reserve the right not to accept offers to subscribe for Placing Shares
or to accept such offers, either in whole or in part, on the basis of
allocations determined at their discretion and may scale down any offers as
they may determine, subject to agreement with the Company. The acceptance of
offers to subscribe for Placing Shares shall be at Allenby Capital's absolute
discretion, subject only 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".

(n)            For the avoidance of doubt, if the Placing Agreement
between the Company and Allenby Capital is terminated prior to First Admission
then the Placing will not occur. If the Placing Agreement is terminated
following First Admission but prior to Second Admission then Second Admission
will not occur but Placees' obligations will remain fully effective in respect
of the First Placing Shares and First Admission.

 

Conditions of the Placing

The obligations of Allenby Capital under the Placing Agreement in relation to
the First Placing Shares are conditional upon, inter alia:

(a)            the Company having complied with its obligations
under the Placing Agreement (to the extent that such obligations fall to be
performed prior to First Admission); and

(b)            First Admission having occurred at 8.00 a.m. on 28
March 2024 or such later time and/or date as the Company and Allenby Capital
may agree, but in any event not later than 8.00 a.m. on 20 May 2024.

The obligations of Allenby Capital under the Placing Agreement in relation to
the Second Placing Shares, are conditional upon, inter alia:

a)              First Admission having occurred at 8.00 a.m. on
28 March 2024 or such later time and/or date as the Company and Allenby
Capital may agree, but in any event not later than 8.00 a.m. on 20 May 2024;

b)             the Circular having been posted and the passing,
without amendment, of the Resolution at the General Meeting before 5.00 p.m.
on 23 April 2024 (AEST) (or such later time and/or date as the Company and
Allenby Capital may agree);

c)              the Company complying with its obligations under
the Placing Agreement to the extent that they fall to be performed before
Second Admission; and

e)             Second Admission having become effective at or
before 8.00 a.m. on 25 April 2024 or such later time and/or date as the
Company and Allenby Capital may agree (but in any event no later than 8.00
a.m. on 20 May 2024),

(all conditions to the obligations of Allenby Capital included in the Placing
Agreement being together, the "Conditions").

 

If (i) any of the Conditions contained in the Placing Agreement in relation to
the First Placing Shares are not fulfilled or waived by Allenby Capital 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 prior to First Admission, the Placing will
not proceed and each Placee's rights and obligations hereunder in relation to
all the Placing Shares shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by the Placee in respect thereof.

If First Admission takes place but (i) any of the Conditions contained in the
Placing Agreement in relation to the Second Placing Shares are not fulfilled
or waived by Allenby Capital 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 following
First Admission but prior to Second Admission, the Second Placing will not
proceed and the Placee's rights and obligations hereunder in relation to the
Second Placing Shares shall cease and terminate at such time, all monies
received from a Placee pursuant to the Second Placing shall be returned to
such Placee without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by the Placee in respect thereof (but
Placees' obligations will remain fully effective in respect of the First
Placing Shares and First Admission).

Allenby Capital, at their discretion and upon such terms as they think fit,
may waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.

Neither Allenby Capital 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 Allenby Capital.

Termination of the Placing Agreement

Allenby Capital is entitled at any time before Admission, 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 to comply with any of its
obligations under the Placing Agreement; or

(b)            any statement contained in this Announcement is, has
become or has been discovered to have been untrue, incorrect or misleading at
the date of such document in any material respect; or any matter which is
material has arisen which would, if the First Placing or as applicable the
Second Placing were made at that time, constitute an omission therefrom; or

(c)            Allenby Capital becomes aware of any circumstance
which results in a breach of the warranties given by the Company in the
Placing Agreement when given at the date of the Placing Agreement or which
results in or might result in a breach of any of such warranties when deemed
repeated under the Placing Agreement, by reference to the circumstances
prevailing from time to time; or

(d)            it comes to the notice of Allenby Capital that a
matter has arisen which is likely to give rise to a claim under any of the
indemnities given by the Company under the Placing Agreement; or

(e)            an event or other matter (including, without
limitation, any change or development in economic, financial, political,
diplomatic or other market conditions or any change in any government
regulation) has occurred or is likely to occur which, in Allenby Capital's
reasonable opinion, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or prospects of
the Company or otherwise makes it impractical or inadvisable for Allenby
Capital to perform its obligations under the Placing Agreement (and for these
purposes "market conditions" includes conditions affecting securities in the
business sector in which the Company operates and conditions affecting
securities generally and a material disruption in commercial banking
services).

 

If Allenby Capital terminates its obligations under the Placing Agreement in
accordance with its terms, the rights and obligations of each Placee procured
by Allenby Capital in respect of the Placing as described in this Announcement
shall cease and terminate at such time, all monies received from such Placees
pursuant to the Placing shall be returned to such Placees without interest, at
the risk of the relevant Placees, and each such Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof, save that if the Placing Agreement is
terminated following First Admission but prior to Second Admission then Second
Admission will not occur but such Placees' obligations will remain fully
effective in respect of the First Placing Shares and First Admission.

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 21 March 2024 (or such other time and/or
date as the Company and Allenby Capital may agree).

Payment in full for any Placing Shares so allocated in respect of the Placing
at the Issue Price must be made by no later than First Admission (in the case
of First Placing Shares) or Second Admission (in the case of Second Placing
Shares) (or in either case such other date as shall be notified to each Placee
by Allenby Capital). Allenby Capital 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 relevant Placing Shares following Admission
will take place within the CREST system, by the issue and delivery of
Depositary Interests, subject to certain exceptions. Allenby Capital 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 Allenby
Capital.

Settlement of the First Placing Shares will be on a delivery versus payment
basis and settlement is expected to take place on or around 28 March 2024.
Settlement of the Second Placing Shares will be on a delivery versus payment
basis and settlement is expected to take place on or around 25 April 2024.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed to agree
that if it does not comply with these obligations, Allenby Capital 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 an
offer for Placing Shares, each Placee confers on Allenby Capital all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Allenby Capital lawfully takes in
pursuance of such sale. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon any transaction in the Placing Shares on such
Placee's behalf.

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 Allenby Capital and the Company,
the following:

1.              it is a Relevant Person and undertakes to
subscribe at the Issue Price for those Placing Shares allocated to it by
Allenby Capital;

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 (including in any
investor presentation) 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) and that in participating in the Placing 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 (including
these terms and conditions) 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
Allenby Capital or the Company nor any of their respective affiliates and
neither Allenby Capital 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 (including in any investor
presentation);

4.              the content of this Announcement and these terms
and conditions are exclusively the responsibility of the Company and agrees
that neither Allenby Capital nor any of their affiliates nor any person acting
on behalf of any of them will be responsible for or shall have liability for
any information, representation or statements contained therein or any
information previously published by or on behalf of the Company, and neither
the Allenby Capital 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 participate in the Placing;

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 Allenby Capital, the Company or any of their affiliates; (ii) Allenby
Capital, their affiliates or any person acting on behalf of any of such
persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) none of the Company, its affiliates
or any person acting on behalf of any of such persons has or shall have any
responsibility or liability for public information relating to the Company
save for any information published via a regulatory information service; (iv)
Allenby Capital, the Company or their affiliates or any person acting on
behalf of any of such persons has or shall have any responsibility or
liability for any additional information that has otherwise been made
available to it, whether at the date of publication of such information, the
date of this Announcement (including these terms and conditions) or otherwise;
and that (v) Allenby Capital, the Company or their affiliates or any person
acting on behalf of any of such persons makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of any such
information referred to in (i) to (iv) above, whether at the date of
publication of such information, the date of this Announcement or otherwise;

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 acknowledgements, confirmations,
undertakings, representations, warranties, indemnities, and agreements herein
on behalf of each such person; (ii) it is and will remain liable to the
Company and the Allenby Capital for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it is acting
for another person); (iii) if it is in the United Kingdom, it is a person:
(a) who has professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or who falls within Article 49(2) of the Order; and (b) is a
"qualified investor" as defined in Article 2(e) of the UK Prospectus
Regulation acting in circumstances to which section 86(2) of FSMA applies;
(iv) if it is in a member state of the EEA, it is a "qualified investor"
within the meaning of Article 2(e) of the EU Prospectus Regulation; and (v)
the Placing Shares subscribed by it in the Placing are not being acquired on a
nondiscretionary basis for, or on behalf of, any person nor, if it is a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation or Article 5(1) of the EU Prospectus Regulation, will
they be acquired with a view to their offer or resale to persons in the UK or
in a member state of the EEA in circumstances which may give rise to an offer
of shares to the public, other than their offer or resale to qualified
investors within the meaning of Article 2(e) of the UK Prospectus Regulation
or within the meaning of Article 2(e) of the EU Prospectus Regulation in a
member state of the EEA;

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, in each case as amended, 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 the Financial Services and Markets Act 2000 (as amended)
("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 FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;

13.            unless otherwise agreed by the Company (after
agreement with Allenby Capital), 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 or any other Excluded
Territory;

14.            it does not expect Allenby Capital 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 Allenby
Capital as defined by the Rules. Likewise, any payment by it will not be
treated as client money governed by the Rules;

15.            any exercise by Allenby Capital of any right to
terminate the Placing Agreement or of other rights or discretions under the
Placing Agreement or the Placing shall be Allenby Capital's absolute
discretion and Allenby Capital 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;

16.            it has the funds available to pay for the Placing
Shares which it has agreed to acquire and acknowledges, agrees and undertakes
that it will make payment to Allenby Capital for the Placing Shares allocated
to it in accordance with the terms and conditions of this Announcement on the
due times and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms Allenby Capital may, in
its absolute discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its behalf;

17.            it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into any
Excluded Territory (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;

18.            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;

19.            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 Allenby Capital 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 and issued to Computershare, as depository, and that
the Company shall procure that Computershare shall issue Depositary Interests
representing the Placing Shares allocated to it to a CREST stock account of
Allenby Capital who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;

20.            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;

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

22.            it and/or each person on whose behalf it is
participating: (i) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the capacity and has
obtained all requisite authorities and consents (including, without
limitation, in the case of a person acting on behalf of a Placee, all
requisite authorities and consents to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied with all
necessary formalities to enable it to enter into the transactions and make the
acknowledgements, confirmations, undertakings, representations, warranties,
indemnities, and agreements contemplated hereby and to perform and honour its
obligations in relation thereto on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to
the terms set out in this Appendix and does so make the acknowledgements,
confirmations, undertakings, representations, warranties, indemnities, and
agreements contained in this Announcement on its own behalf (and in the case
of a person acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and Allenby Capital for the performance
of all its obligations as a Placee of the Placing (whether or not it is acting
on behalf of another person);

23.            it is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, market abuse under UK MAR, MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;

24.            in order to ensure compliance with the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, as amended, Allenby Capital (for their own purposes
and as agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.  Pending the
provision to Allenby Capital or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Allenby Capital's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Allenby Capital's or the Company's registrars', as the case may
be, absolute discretion.  If within a reasonable time after a request for
verification of identity Allenby Capital's (for its own purpose and as agent
on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Allenby Capital and/or the Company may, at
their absolute discretion, terminate their commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited at the risk of the relevant Placee and
each Placee agrees that no claim can be made by the Placee in respect thereof;

25.            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;

26.            it has not offered or sold and will not offer or
sell any Placing Shares to persons in any member state of the EEA prior to
Admission except to persons whose ordinary activities involve them acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose of their business or otherwise in circumstances which have not
resulted and will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;

27.            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 Allenby
Capital's and that Allenby Capital do not have any duties or responsibilities
to it for providing the protections afforded to their clients nor for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;

28.            to provide Allenby Capital 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;

29.            to the extent that it is a legal or beneficial
holder of Ordinary Shares, that it will submit, or procure the submission by
its nominee of, either: (i) a validly signed Form of Proxy; or (ii) CREST
voting instructions, voting in favour of the Resolution, in either case not
later than 72 hours prior to the General Meeting;

30.            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 Allenby Capital 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;

31.            to fully and effectively indemnify on an on-demand
after tax basis and hold harmless the Company, Allenby Capital and each of
their respective affiliates, and any such person's respective affiliates,
subsidiaries, branches, associates and holding companies, and in each case
their respective directors, employees, officers and agents from and against
any and all losses, claims, damages, liabilities, costs and expenses
(including legal fees and expenses): (i) arising from any breach by such
Placee of any of the provisions of these terms and conditions; (ii) incurred
by either Allenby Capital and/or the Company arising from the performance of
the Placee's obligations as set out in these terms and conditions and (iii)
arising out of or in connection with any breach of the acknowledgements,
confirmations, undertakings, representations, warranties, indemnities, and
agreements contained in the Announcement and further agrees that the
provisions of these terms and conditions shall survive after completion of the
Placing;

32.            in making any decision to subscribe for the Placing
Shares: (i) it has knowledge and experience in financial, business and
investment matters as is required to evaluate the merits and risks of
acquiring the Placing Shares; (ii) it is experienced in investing in
securities of this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain a complete loss in
connection with, the Placing; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company operates, and the terms of the
Placing, including the merits and risks involved; (iv) it has had sufficient
time to consider and conduct its own investigation with respect to the offer
and purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to
such investment; and (v) will not look to Allenby Capital 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;

33.            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 Allenby Capital's conduct of the Placing; and

34.            it acknowledges and understands that Allenby Capital
and the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing acknowledgements, confirmations,
undertakings, representations, warranties, indemnities, and agreements 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
Allenby Capital would be responsible and Placees shall indemnify the Company
and Allenby Capital 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
Allenby Capital 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 Allenby Capital
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 Allenby Capital and the Company,
the following:

1.              it is not a person who has a registered address
in, or is a resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing Shares;

2.              it has fully observed and will fully observe the
applicable laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite governmental
or other consents and it has fully observed and will fully observe any other
requisite formalities and pay any issue, transfer or other taxes due in such
territories;

3.              if it is in the United Kingdom, it is a person:
(i) who has professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or who falls within Article 49(2) of the Order, and (ii) is a
"qualified investor" as defined in Article 2(e) of the UK Prospectus
Regulation;

4.              if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;

5.              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; and

6.              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 Allenby Capital
(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 any other Excluded Territory or in a manner that may involve a
breach of the laws or regulations of any jurisdiction or if the Company or its
agents believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in the United States, any other Excluded
Territory, or any other jurisdiction outside the United Kingdom in which it
would be unlawful to deliver such share certificates.

When a Placee or person acting on behalf of the Placee is dealing with Allenby
Capital, any money held in an account with Allenby Capital 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 Allenby Capital's money in accordance with
the client money rules and will be used by Allenby Capital in the course of
their own business; and the Placee will rank only as a general creditor of
Allenby Capital.

Times

Unless the context otherwise requires, all references to time and dates are to
London time and dates. All times and dates in these terms and conditions may
be subject to amendment. Allenby Capital will notify Placees and any persons
acting on behalf of the Placees of any changes.

 

 

 

APPENDIX II - DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the
context requires otherwise:

 

 "A$"                               the Australian dollar, the legal currency of Australia;
 "Admission"                        First Admission and/or Second Admission, as the context requires;
 "AEST"                             Australian Eastern Standard Time;
 "AIM"                              a market operated by the London Stock Exchange;
 "AIM Rules"                        the AIM Rules for Companies published by the London Stock Exchange from time
                                    to time;
 "Allenby Capital"                  Allenby Capital Limited;
 "Board" or "Directors"             the directors of the Company;
 "BST"                              British Summer Time;
 "Circular"                         a circular to be posted to members of the Company enclosing the Notice of
                                    General Meeting;
 "Company" or "CAP-XX"              CAP-XX Limited, registered in Australia with Australian Company Number 050 845
                                    291;
 "CREST"                            the computerised settlement system (as defined in the CREST Regulations)
                                    operated by Euroclear UK & International Limited which facilitates the
                                    transfer of title to shares in uncertificated form;
 "Computershare"                    Computershare Investor Services PLC or Computershare Investor Services Pty
                                    Ltd, as appropriate;
 "Depositary Interests"             depositary interests representing Ordinary Shares;
 "Enlarged Ordinary Share Capital"  the entire issued ordinary share capital of the Company immediately following
                                    the issue and allotment of the Placing Shares and Subscription Shares;
 "Existing Ordinary Shares"         the 720,188,327 Ordinary Shares in issue as at the date of this Announcement;
 "FCA"                              the UK Financial Conduct Authority;
 "First Admission"                  admission of the First Placing Shares to trading on AIM becoming effective in
                                    accordance with Rule 6 of the AIM Rules;
 "First Placing"                    the conditional placing of the First Placing Shares at the Issue Price
                                    pursuant to the Placing Agreement;
 "First Placing Shares"             the 103,854,880 new Ordinary Shares to be issued pursuant to the Placing
                                    without being conditional on the passing of the Resolution;
 "Form of Instruction"              the form of written instruction for use by Depositary Interest holders in
                                    connection with the General Meeting;
 "Form of Proxy"                    the form of proxy for use by Shareholders at the General Meeting, which
                                    accompanies the Circular;
 "Fundraise"                        together the Placing, Subscription and Retail Offer of a total of up to
                                    2,235,000,000 New Ordinary Shares at 0.1p per share to raise up to
                                    approximately £2.2 million before expenses;
 "General Meeting"                  the general meeting of the Company to be held at the offices of CAP-XX Limited
                                    at Unit 1/13A Stanton Road, Seven Hills, Australia at 5 p.m. AEST on 23 April
                                    2024 or any adjournment thereof, notice of which is set out at the end of the
                                    Circular;

 "GMT"                              Greenwich Mean Time;
 "ISIN"                             International Securities Identification Number;
 "Issue Price"                      0.1 pence per New Ordinary Share
 "London Stock Exchange"            the London Stock Exchange Group plc
 "MAR" or "UK MAR"                  Market Abuse Regulation (EU) No 596/2014 of the European Parliament and the
                                    Council of 16 April 2014 which has effect in English law by virtue of the
                                    European Union (Withdrawal) Act 2018
 "New Ordinary Shares"              together, the Placing Shares, the Subscription Shares and Retail Offer Shares,
                                    representing a total of up to 2,235,000,000 new Ordinary Shares;
 "Notice of General Meeting"        the notice convening the General Meeting, which is set out at the end of the
                                    Circular;
 "Ordinary Shares"                  ordinary shares of no par value in the capital of the Company;
 "Participating Directors"          the Directors of the Company participating in the Fundraise, being Lars
                                    Stegmann, Patrick Elliott and Steen Feldskov;
 "Placees"                          subscribers for Placing Shares pursuant to the Placing;
 "Placing"                          the First Placing and Second Placing;
 "Placing Agreement"                the conditional agreement entered into on 21 March 2024 between the Company
                                    and Allenby Capital;
 "Placing Shares"                   The First Placing Shares and the Second Placing Shares;
 "Prospectus Rules"                 the Prospectus Rules issued by the FCA;
 "Resolution"                       the resolution to be proposed at the General Meeting set out in the Notice of
                                    General Meeting;
 "Retail Offer"                     conditional retail offer to existing shareholders via the REX platform to
                                    raise up to £0.2 million (before expenses) at the Issue Price;
 "Retail Offer Shares"              the Ordinary Shares to be issued and allotted pursuant to the Retail Offer;
 "Second Admission"                 admission of the Second Placing Shares, Subscription Shares and Retail Offers
                                    Shares to trading on AIM becoming effective in accordance with Rule 6 of the
                                    AIM Rules;
 "Second Placing"                   the conditional placing of the Second Placing Shares at the Issue Price
                                    pursuant to the Placing Agreement;
 "Second Placing Shares"            the 1,896,145,120 new Ordinary Shares to be issued pursuant to the Placing
                                    conditional, inter alia, upon the passing of the Resolution;
 "Shareholders"                     persons who are registered as holders of Ordinary Shares from time to time;
 "Subscription"                     the conditional subscription by the Participating Directors, for the
                                    Subscription Shares at the Issue Price;
 "Subscription Shares"              the 35,000,000 new Ordinary Shares to be issued to subscribers pursuant to the
                                    Subscription;
 "United Kingdom" or "UK"           the United Kingdom of Great Britain and Northern Ireland;
 "UK Prospectus Regulation"         the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
                                    the European Union (Withdrawal) Act 2018;
 "US" or "United States"            the United States of America, its territories and possessions, any state of
                                    the United States of America, the District of Columbia and all other areas
                                    subject to its jurisdiction;
 US$                                US dollars, the legal currency of the United States; and
 "£" or "Sterling"                  pounds sterling, the lawful currency of the United Kingdom.

 

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