REG - Capital Limited - Proposed Equity Raise to Support Growth Strategy
20/11/2025 17:00
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RNS Number : 4290I Capital Limited 20 November 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE
UNITED STATES, SWITZERLAND CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Capital Limited
("Capital", the "Group" or the "Company")
Proposed Equity Fundraise to Support Growth Strategy
Capital (LSE:CAPD), a leading mining services company, is pleased to announce
a proposed placing (the "Placing") to raise gross proceeds of approximately
£31 million (approximately US$40 million) before expenses, via the issue of
new common shares in the Company ("Placing Shares") at a price of 107 pence
per share (the "Issue Price"). The Placing is to be conducted by way of an
accelerated bookbuild process, launched with immediate effect. The final
number of Placing Shares will be determined following the closing of the
bookbuild.
The net proceeds of the Placing will provide additional balance sheet capacity
to support the Group's growth strategy as it seeks to capitalise on a highly
favourable demand environment and a tightening equipment market. Following a
sustained period of robust commodity prices, a surge in capital markets
activity within the sector and increased exploration budgets across our major
customers and the sector in general, the Group anticipates increased demand
for its services across its operating divisions into 2026 and beyond. An
enhanced liquidity position will enable the Group to rapidly pursue and
capitalise on growth opportunities as they arise.
Capital has a strong track record in converting capital expenditure to
meaningful revenue and earnings growth and believes the proceeds from the
Placing will leave it well-positioned to capture value from the increased
demand for its services flowing from strong indicators in the sector.
Stifel Nicolaus Europe Limited ("Stifel"), Tamesis Partners LLP ("Tamesis")
and Panmure Liberum Limited ("Panmure Liberum") are acting as joint
bookrunners (the "Joint Bookrunners") in relation to the Placing.
HIGHLIGHTS
· Intention to conduct a Placing to raise gross proceeds of
approximately £31 million (approximately US$40 million) before expenses, via
the issue of new common shares in the Company
· The Issue Price of 107 pence per new common share represents a
discount of approximately 6.1 per cent to the closing price per existing
common share as of 19 November 2025 (the latest practicable date prior to this
announcement)
· The net proceeds of the Placing are intended to be used to:
o Take advantage of further growth opportunities in the Drilling, Mining
& MSALABS divisions
o Provide additional balance sheet capacity to support the Group's growth
strategy
o Indicative use of proceeds:
§ Drilling & Mining: US$25m
§ MSALABS: US$10m
§ Working Capital: US$5m
· Strong commodity prices and active capital markets are driving a
rise in exploration and growth spending by miners with the Company being well
positioned to capture this increasing demand.
· It is expected that the Placing Shares will be settled in two
tranches. The first tranche of Placing Shares (the "First Placing Shares")
will be issued under the Company's existing shareholder authorities
(representing approximately 9.99% of the Company's existing issued share
capital) and is expected to settle on 25 November 2025 (or such later time
and/or date as the Company and the Joint Bookrunners may agree, being not
later than 8.00 a.m. on 2 December 2025). The issue of the second tranche of
Placing Shares (the "Second Placing Shares"), comprising Placing Shares in
excess of the Company's existing shareholder authorities, will be conditional
on shareholder approval at a General Meeting. Therefore, subject to the
results of the Placing, the Company intends to convene a shareholder meeting,
expected to be held on or around 11 December 2025, to approve the allotment of
the Second Placing Shares on a non-pre-emptive basis. Capital will publish a
Notice of General Meeting setting out the shareholder resolutions requiring
approval, and the Board's recommended support for it, on or around 24 November
2025. Admission of the Second Placing Shares is expected by 8.00 a.m. on 15
December 2025 (or such later time and/or date as the Company and the Joint
Bookrunners may agree, being not later than 8.00 a.m. on 31 December 2025).
The issue of the First Placing Shares will not require or be conditional upon
further shareholder approval.
Jamie Boyton, Executive Chair, commented:
"Market conditions have strengthened through 2025, with robust commodity
prices and increased financing activity driving higher exploration budgets and
renewed investment from our customers. With a tightening equipment market and
our utilisation already at elevated levels, we believe increasing balance
sheet capacity now is the right step to ensure we can respond quickly to the
growth opportunities emerging across our divisions.
The proceeds of the Placing will support broader growth initiatives, while
providing additional capacity to secure further contract wins, as and when
they arise. Our track record in converting capital investment into revenue and
returns gives us confidence that this will generate meaningful value for
shareholders."
Additional information on the proposed Placing is set out below.
For further information, please visit Capital's website www.capdrill.com or
contact:
Capital Limited investor@capdrill.com (mailto:investor@capdrill.com)
Jamie Boyton, Executive Chair
Rick Robson, Chief Financial Officer
Conor Rowley, Commercial & Corporate Development
Ryan Tennis, Corporate Development & Investor Relations
Stifel Nicolaus Europe Limited (Joint Bookrunner) Tel: +44 20 7710 7600
Ashton Clanfield / Varun Talwar
Tamesis Partners LLP (Joint Bookrunner) Tel: +44 20 3882 2868
Charlie Bendon / Richard Greenfield
Panmure Liberum Limited (Joint Bookrunner) Tel: +44 20 3100 2000
Scott Mathieson / John More / Freddie Wooding
FTI Consulting
Ben Brewerton / Nick Hennis Tel: +44 20 3727 1000
capitallimited@fticonsulting.com (mailto:capitallimited@fticonsulting.com)
About Capital Limited
Capital Limited is a leading mining services company that provides a complete
range of drilling, mining, maintenance and geochemical laboratory solutions to
customers within the global minerals industry. The Company's services include
exploration, delineation and production drilling; load and haul services;
maintenance; and geochemical analysis. The Group's corporate headquarters are
in the United Kingdom and it has established operations in Canada, Côte
d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya,
Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America
and Zambia.
BACKGROUND TO THE PLACING
Capital is a leading mining services company which has invested materially in
expanding its service offering and geographical footprint to include 134 drill
rigs, 26 labs and a productive mining fleet of 78 spread across 16 countries.
The Group's services business remains very active as evidenced by the long
history of regular contract renewals, consistent utilisation rates and
consistent investment in fleet modernisations, all while maintaining an
exceptional track record in safety performance. This has enabled the Group to
build a blue-chip customer base which includes some of the world's leading
mining companies such as Barrick, AngloGold Ashanti, Perseus, Ma'aden,
Fortescue Metals Group and Nevada Gold Mines.
Following a sustained period of supportive commodity prices and heightened
mining financing activity during 2025, the Group's existing and prospective
customer base has emerged with stronger balance sheets and an enhanced ability
to accelerate exploration spending and investment in growth projects. Given
the Group's high utilisation rates of its existing equipment, as well as a
tightening equipment market, the Board has determined that increased balance
sheet capacity is prudent to enable the Company to capitalise on this market
dynamic and move quickly on opportunities being presented to it.
In the context of a highly favourable demand environment and a tightening
equipment market, the indicative use of proceeds will be used to fund
additional equipment purchases for potential and future contract wins in the
drilling and mining business, (approximately US$25 million), funding
laboratory builds and related equipment purchases for MSALABS (approximately
US$10 million), with the balance used for general working capital purposes.
Capital has a strong track record in converting capital expenditure to
meaningful revenue and earnings growth and believes the proceeds from the
Placing will leave it well-positioned to capture value from the increased
demand for its services flowing from strong indicators in the sector.
The Board has considered various forms of financing available to the Company
and, in light of market conditions and the desire to move expeditiously, the
Board believes that carrying out the Placing on a non-pre-emptive basis is the
most suitable, certain and cost-effective option to deliver value for its
shareholders.
PROPOSED PLACING
The Company intends to raise approximately £31 million (approximately US$40
million) before expenses, via the issue Placing Shares at an Issue Price of
107 pence per share.
The Placing is being conducted through an accelerated bookbuild process to
eligible institutional investors.
The Placing will launch immediately following the release of this
Announcement. The Company expects to close the Bookbuild no later than 7.00
a.m. on 21 November 2025, but the Joint Bookrunners and the Company reserve
the right to close the Bookbuild earlier or later, without further notice.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing common shares of
USD0.0001 each in the capital of the Company, including the right to receive
all dividends and other distributions declared, made or paid after the date of
issue.
Applications will be made to (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares to listing on the Commercial Companies
(Equity Shares) category of the Official List; and (ii) London Stock Exchange
plc for admission of the Placing Shares to trading on its main market for
listed securities (together, "Admission").
The Company has current shareholder authority to issue up to 9.99% of its
existing issued share capital. The Placing is expected to exceed this
authority limit, and as such the Placing will utilise split settlement, with
the First Placing Shares (that are within the current shareholder authorities)
settling on a T+2 basis, and the balance of the Placing Shares, being the
Second Placing Shares, settling on a delayed basis. Allocation of the First
Placing Shares and the Second Placing Shares will be irrevocable once
confirmed to investors. The issue of the Second Placing Shares is conditional,
inter alia, on the passing of the Resolutions at the General Meeting.
Therefore, subject to the results of the Placing, the Company intends to
convene a shareholder meeting, expected to be held on or around 11 December
2025, to approve the allotment of the Second Placing Shares on a
non-pre-emptive basis. Capital will publish a Notice of General Meeting
setting out the shareholder resolutions requiring approval, and the Board's
recommended support for it course on or around 24 November 2025.
Settlement for, and Admission of, the First Placing Shares is expected to take
place on or before 8.00 a.m. on 25 November 2025. Settlement for, and
Admission of, the Second Placing Shares is expected to take place on or before
8.00 a.m. on 15 December 2025, subject to the Company's shareholders approving
the allotment of the Second Placing Shares on a non-pre-emptive basis. The
Placing is also conditional upon the placing agreement between the Company and
the Joint Bookrunners (the "Placing Agreement") becoming unconditional and not
being terminated in accordance with its terms and Admission, of the First
Placing Shares, becoming effective by 8.00 a.m. on 25 November 2025 (or such
later time and/or date as the Company and the Joint Bookrunners may agree,
being not later than 8.00 a.m. on 2 December 2025), and (in respect of the
Second Placing Shares only) Admission, of the Second Placing Shares, becoming
effective by 8.00 a.m. on 15 December 2025 (or such later time and/or date as
the Company and the Joint Bookrunners may agree, being not later than 8.00
a.m. on 31 December 2025). Appendix 1 to this Announcement sets out further
information relating to the terms and conditions of the Placing.
Stifel Nicolaus Europe Limited ("Stifel"), Tamesis Partners LLP ("Tamesis")
and Panmure Liberum Limited ("Panmure Liberum") are acting as Joint
Bookrunners on the Placing. By choosing to participate in the Placing and by
making an oral or written and legally binding offer to subscribe for Placing
Shares, investors 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 in it, and to be providing the
representations, warranties, agreements, confirmations, acknowledgements and
undertakings contained in the Appendix.
DIRECTORS' INTENDED PARTICIPATION IN THE PLACING
BPM Investments Limited, a related party of Jamie Boyton, the Company's
Executive Chair, has advised that it intends to participate in the Placing for
399,000 Placing Shares.
OTHER
The person responsible for the release of this information on behalf of the
Company is Jamie Boyton, Executive Chair.
An exchange rate of 1.30795 USD:GBP has been used throughout this announcement
as determined by FactSet at 4:30pm on 19 November 2025.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR
SWITZERLAND 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, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any
other jurisdiction in which the same would be unlawful or to any person to
whom it is unlawful to make such offer or solicitation. No public offering of
the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Panmure Liberum Limited ("Panmure
Liberum"), Tamesis Partners LLP ("Tamesis") and Stifel Nicolaus Europe Limited
("Stifel" and, together with Panmure Liberum and Tamesis, the "Joint
Bookrunners") or any of their respective Affiliates or any of its or their
respective directors, officers, partners, employees, agents or advisers
(collectively "Representatives") or any person acting on behalf of any of them
that would, or is intended to, permit an offer of the Placing Shares or result
in the 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. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required 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 document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (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, financial, business or tax advice.
This announcement is not for publication or distribution 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.
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 FCA or the London Stock
Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) 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"); or (c)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being "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 only available to Relevant Persons and
will only be engaged in 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 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, Hong Kong, Japan, the
Republic of South Africa, Singapore or Switzerland. 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, Hong Kong, Japan, the Republic of South Africa,
Singapore or Switzerland 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 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. 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 are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, 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.
Each of the Company, the Joint Bookrunners, their respective Affiliates, its
and their respective Representatives and any person acting on behalf of any of
them 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, the FCA or the London Stock Exchange.
Some of the financial performance measures used in this Announcement are
non-IFRS financial measures, including "free cash flow". These measures are
presented as they are considered to provide useful information to assist with
an evaluation of the Company's underlying performance. Since the non-IFRS
performance measures listed herein do not have any standardised definition
prescribed by IFRS, they may not be comparable to similar measures presented
by other companies. Accordingly, they are intended to provide additional
information and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.
Each Joint Bookrunner is authorised and regulated in the United Kingdom by the
FCA and 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. No Joint Bookrunner will 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 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 any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as
to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Joint Bookrunner
or any of its Affiliates in connection with the Company, the Placing Shares or
the Placing, and any responsibility or liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by any Joint Bookrunner, any of its
Affiliates or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, the Joint Bookrunners may release
communications to the market as to the extent to which the book is "covered".
A communication that a transaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that
the books will remain covered, that the transaction will take place on any
terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Joint Bookrunners. In connection
with the Placing, each Joint Bookrunner and any of its Affiliates, acting as
investors for their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other securities of
the Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, any Joint Bookrunner and any of its
Affiliates acting in such capacity. In addition, any Joint Bookrunner and any
of its Affiliates may enter into financing arrangements (including swaps) with
investors in connection with which that Joint Bookrunner and any of its
Affiliates may from time to time acquire, hold or dispose of shares. No Joint
Bookrunner intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
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, financial, business 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.
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 Financial Services and Markets Act, 2000, as amended, does not
apply.
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 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 "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, the Joint
Bookrunners will only procure investors who 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 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.
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 "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements and/or any equivalent requirements elsewhere
to the extent determined to be applicable) 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 retail investors and investors who meet the criteria of
professional clients and 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. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1
Terms and Conditions of the Placing
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 ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION WITHDRAWAL ACT 2018, AS AMENDED
(THE "UK PROSPECTUS REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN
ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) IF IN SINGAPORE, PERSONS WHO ARE
EITHER AN INSTITUTIONAL INVESTOR AS DEFINED UNDER SECTION 4A(1)(C) OF THE
SECURITIES AND FUTURES ACT 2001 OF SINGAPORE (THE "SFA"), A "RELEVANT PERSON"
AS DEFINED UNDER SECTION 275(2) OF THE SFA OR A PERSON TO WHOM AN OFFER IS
BEING MADE PURSUANT TO SECTION 275(1A) OF THE SFA ("SINGAPORE PROSPECTUS
REGULATION"); OR (D) IF IN HONG KONG, PROFESSIONAL INVESTORS AS DEFINED IN THE
SECURITIES AND FUTURES ORDINANCE (CAP 571 OF THE LAWS OF HONG KONG) AND ANY
RULES MADE UNDER THAT ORDINANCE ("PROFESSIONAL INVESTORS"); OR IF IN
SWITZERLAND, IT IS A PROFESSIONAL CLIENT AS DEFINED BY ART. 4 (3) AND (4) OF
THE SWISS FINANCIAL SERVICES ACT ("FINSA") , TO THE EXCLUSION OF HIGH-NET
WORTH RETAIL CLIENTS AND PRIVATE INVESTMENT STRUCTURES CREATED FOR THEM WHO
HAVE EXPRESSLY DECLARED THAT THEY WISH TO BE TREATED AS PROFESSIONAL CLIENTS
PURSUANT TO ART. 5(1) OF FINSA; OR (F) 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 STIFEL NICOLAUS EUROPE LIMITED
("STIFEL") AND/OR TAMESIS PARTNERS LLP AND/OR PANMURE LIBERUM LIMITED (EACH
A "JOINT BOOKRUNNER", TOGETHER THE "JOINT BOOKRUNNERS") (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 BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in Appendix
2 below headed "Definitions".
If a person indicates to a Joint Bookrunner that it wishes to participate in
the Placing by making an oral or written offer to acquire Placing Shares (each
such person, a "Placee") it will be deemed to have read and understood these
terms and conditions and the Announcement of which they form a part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed to be made
by Placees. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are allocated to it
for the purposes of its business only. Further, each such Placee represents,
warrants and agrees that if it is a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, that the Placing
Shares acquired by and/or subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale to qualified investors (as defined above) in the UK or in a member
state of the EEA, or in circumstances in which the prior consent of the
relevant Joint Bookrunner has been given to each such proposed offer or
resale. 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. Potential investors in the United States will need to be Qualified
Institutional Buyers.
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, Switzerland, 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 the Joint Bookrunners or the Company that would
permit an offer of the Placing Shares or possession or distribution of these
terms and conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required, save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the Company to
inform themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority ("FCA") or the Monetary
Authority of Singapore, or the Hong Kong Companies Registry in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners or the Company and none of the Joint
Bookrunners, the Company, nor any person acting on such person's behalf nor
any of their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of the Joint Bookrunners or any of
their affiliates, their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by the Joint Bookrunners
or any of their respective directors, officers, employees or affiliates or any
other person for any loss howsoever arising, directly or indirectly, from any
use of this Announcement or such information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation, the UK Prospectus Regulation and/or the
Singapore 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 for any
future period will necessarily match or exceed historical published profits or
earnings 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, each Joint Bookrunner is only procuring investors in
the United Kingdom which meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. In all
circumstances the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Notice to Investors in Hong Kong
This announcement has not been reviewed by any regulatory authority in Hong
Kong and it has not been, and will not be, registered as a prospectus under
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of
the Laws of Hong Kong) ("C(WUMP)O"), nor has it been authorised by the
Securities and Futures Commission pursuant to the Securities and Futures
Ordinance (Cap. 571 of the Laws of Hong Kong) ("SFO"). Accordingly, the
Placing Shares may not be offered or sold in Hong Kong, by means of any
document, other than (a) to persons who are "professional investors" as
defined in the SFO and any rules made thereunder; or (b) in other
circumstances which do not result in this announcement being a "prospectus" as
defined in the C(WUMP)O or which do not constitute an offer to the public
within the meaning of C(WUMP)O.
No advertisement, invitation or document relating to the Placing Shares, which
is directed at, or the contents of which are likely to be accessed or read by,
the public in Hong Kong has been or will be issued or may be in the possession
of any person for the purpose of issue, whether in Hong Kong or elsewhere
(except if permitted to do so under the securities laws of Hong Kong), other
than with respect to the Placing Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to ''professional
investors'' as defined in the SFO and any rules made thereunder.
Notice To Swiss Investors
The Placing Shares may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of the Swiss Financial Services Act ("FINSA")
and no application has or will be made to admit the Placing shares to trading
on any trading venue (exchange or multilateral trading facility) in
Switzerland. neither this announcement nor any other offering or marketing
material relating to the placing shares constitutes a prospectus pursuant to
the FINSA, and neither this announcement nor any other offering or marketing
material relating to the placing shares may be publicly distributed or
otherwise made publicly available in Switzerland. the offering of the placing
shares in Switzerland is exempt from the requirement to prepare and publish a
prospectus under the FINSA because such offering is made to professional
clients within the meaning of the FINSA only.
Proposed Placing
The Joint Bookrunners have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the conditions set out
in such Placing Agreement, the Joint Bookrunners as agents for and on behalf
of the Company, have 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 is the
sole responsibility of the Company.
The Placing Shares will, when issued and fully paid, be identical to, and
rank pari passu with, the existing Common Shares, including the right to
receive all dividends and other distributions declared, made or paid on the
existing Common Shares after their admission to the main market for listed
securities.
Applications will be made to the London Stock Exchange for the Placing
Shares to be issued under the Placing to be admitted to the Official List
(Equity Shares (Commercial Companies) segment) becoming effective in
accordance with the UKLR and the admitted to trading on the main market for
listed securities operated by the London Stock Exchange in accordance with the
Admission and Disclosure Standards.
Subject to the conditions below being satisfied, it is expected that:
· First Admission will become effective on or around 25 November
2025. It is expected that dealings for normal settlement in the First Placing
Shares will commence at 8.00 a.m. on the same day; and
· Second Admission will become effective on or around 15 December
2025. It is expected that dealings for normal settlement in the Second Placing
Shares will commence at 8.00 a.m. on the same day.
· The Placing Shares will be allotted and issued in two tranches:
· the first tranche will be up to a maximum of 19,672,227 First
Placing Shares utilising the Company's existing share issuance authorities and
shall be allocated on a pro rata basis with the other First Placing Shares;
and
· the Second Placing Shares, being the balance of the Placing
Shares not issuable in the First Admission will be allotted and issued
conditional upon (inter alia) approval of the Resolutions at a General
Meeting.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting an accelerated
bookbuild (the "Bookbuild") to determine demand for participation in the
Placing. The Joint Bookrunners will seek to procure Placees as agents for the
Company as part of this Bookbuild. These terms and conditions give details of
the terms and conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild
(a) By participating in the Placing, Placees will be deemed to have read
and understood this Announcement and these terms and conditions in their
entirety and to be participating and making an offer for any Placing Shares on
these terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings, contained in these
terms and conditions.
(b) The Joint Bookrunners are arranging the Placing as agents of the
Company.
(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 the Joint Bookrunners 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 a
Joint Bookrunner. The Joint Bookrunners (in their independent and individual
capacity) and their affiliates are entitled to offer to subscribe for Placing
Shares as principals in the Bookbuild.
(e) Any offer to subscribe for Placing Shares should state the aggregate
number of Placing Shares which the Placee wishes to acquire. The 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 7:00 a.m. on 21
November 2025 but may close earlier or later, at the discretion of the Joint
Bookrunners and the Company. The timing of the closing of the books and
allocations will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild (the "Allocation Policy"). The Joint
Bookrunners 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, the Joint Bookrunners reserve the
right including with or at the instruction of the Company not to accept an
offer to subscribe for Placing Shares, either in whole or in part, on the
basis of the Allocation Policy and may scale down any offer to subscribe for
Placing Shares for this purpose.
(h) If successful, each Placee's allocation will be confirmed to it by the
relevant Joint Broker following the close of the Bookbuild. Oral or written
confirmation (at the relevant Joint Bookrunner's discretion) from the relevant
Joint Bookrunner to such Placee confirming its allocation will constitute a
legally binding commitment upon such Placee, in favour of the relevant Joint
Bookrunner and the Company to acquire the number of Placing Shares allocated
to it on the terms and conditions set out herein. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to the Company,
to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner
may direct) as agent for the Company in cleared funds an amount equal to the
product of the 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, the Joint Bookrunners
reserve the right not to accept bids or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion and may scale
down any bids as they may determine, subject to agreement with the Company.
The acceptance of bids shall be at the relevant Joint Bookrunner's absolute
discretion, subject only to agreement with the Company.
(k) Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all First Placing Shares to be
acquired pursuant to the Placing will be required to be made at the time
specified and settlement for all Second Placing Shares to be acquired pursuant
to the Placing will be required to be made at the same time, 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".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement in
respect of the placing of the First Placing Shares are conditional on, amongst
other things:
(a) the Company having complied with its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed prior to
First Admission);
(b) First Admission having occurred not later than 8.00 a.m. 25 November
2025 or such later date as the Company and the Joint Bookrunners may agree,
but in any event not later than 8.00 a.m. on 2 December 2025.
Once First Admission has occurred, no party to the Placing Agreement shall be
able to terminate any part of the Placing Agreement which relates to First
Admission and/or the placing, allotment or issue of the First Placing Shares.
The obligations of the Joint Bookrunners under the Placing Agreement in
respect of the placing of the Second Placing Shares are conditional on,
amongst other things:
(a) First Admission having occurred;
(b) the Company having complied with its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed prior to
Second Admission);
(c) the passing at the General Meeting of the Resolutions, without
amendment; and
(d) Second Admission having occurred not later than 8.00 a.m. 15
December 2025 or such later date as the Company and the Joint Bookrunners may
agree, but in any event not later than 8.00 a.m. on 31 December 2025.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the
respective time or date where specified, (ii) any of such conditions becomes
incapable of being fulfilled or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time, 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 the Placing Agreement is terminated
after the First Admission, but prior to Second Admission, such termination
shall be without prejudice to the First Admission.
The Joint Bookrunners, 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, save that certain conditions (including as regards the First
Placing Shares the condition relating to First Admission referred to in
paragraph (b) above, and as regards the Second Placing Shares, the condition
relating to Second Admission referred to in paragraph (d) above) may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
None of the Joint Bookrunners nor the Company nor any other person shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Any of the Joint Bookrunners are entitled at any time before First Admission
or Second Admission, as applicable, to terminate the Placing and the Placing
Agreement in respect of the First Placing Shares at any time prior to First
Admission, and in respect of the Second Placing Shares at any time prior to
Second Admission, in accordance with the terms of the Placing Agreement if,
amongst other things:
(a) the Company fails, in any material respect, to comply with any of its
obligations under the Placing Agreement or it commits a breach of the rules
and regulations of the FCA and/or London Stock Exchange and/or the UKLR,
Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules,
FSMA, UK MAR, the SFA or any other applicable law; or
(b) it comes to the notice of any Joint Bookrunner that any statement
contained in this Announcement (and any other Placing Document) was untrue,
incorrect or misleading at the date of this Announcement or has become untrue,
incorrect or misleading in each case in any respect which any Joint Bookrunner
considers to be material in the context of the Placing or that any matter
which any Joint Bookrunner considers to be material in the context of the
Placing has arisen which would, if the Placing were made at that time,
constitute a material omission therefrom; or
(c) any of the warranties given by the Company in the Placing Agreement
was not true as at the date of the Placing Agreement or has ceased to be true
and accurate by reference to the facts subsisting at the time when notice to
terminate is given, in each case, in any respect which any Joint Bookrunner
considers to be material in the context of the Placing; or
(d) in the opinion of each of Joint Bookrunners, acting in good faith,
there shall have occurred any material adverse change in, or any development
reasonably likely to involve an adverse change in, the condition (financial,
operational, legal or otherwise), profits, business, management, property,
assets, rights, results, operations or prospects of the Company or the Group
which is material in the context of the Company or the Group taken as a whole,
whether or not arising in the ordinary course of business; or
(e) there happens, develops or comes into effect: (i) a general moratorium
on commercial banking activities in London declared by the relevant
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United Kingdom; or (ii) the outbreak
or escalation of hostilities, war or acts of terrorism, involving the United
Kingdom or the declaration by the United Kingdom of a national emergency or
war; or (iii) any other occurrence of any kind which in any such case (by
itself or together with any other such occurrence) in the reasonable opinion
of any Joint Bookrunner is likely to materially and adversely affect the
market's position or prospects of the Company taken as a whole; or (iv) any
other crisis of international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic or market
conditions or in market sentiment which, in any such case, in the reasonable
opinion of any Joint Bookrunner is materially adverse.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Notwithstanding any other provision of the Placing Agreement, once First
Admission has occurred no party to the Placing Agreement shall be able to
terminate any part of the Placing Agreement which relates to First Admission
and/or the placing, allotment or issue of the First Placing Shares.
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 November 2025 (or such other time
and/or date as the Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing
at the Issue Price must be made by no later than 7.00 a.m. (or such other
date as shall be notified to each Placee by the relevant Joint Bookrunner) on
the expected closing date of the Placing. The relevant Joint Bookrunner or the
Company will notify Placees if any of the dates in these terms and conditions
should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. The Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, Depositary Interests representing the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible within the CREST system within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction. Each Placee will be deemed to agree
that it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated
settlement instructions which they have in place with a respective Joint
Bookrunner. In the event of any difficulties or delays in the admission of
the Depositary Interests representing the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Joint Bookrunners may
agree that the Placing Shares will be issued in certificated form.
Settlement of transactions in the First Placing Shares following First
Admission will be on a delivery versus payment basis and settlement is
expected to take place on or around the First Admission Settlement Date on a
T+2 basis.
Settlement of transactions in the Second Placing Shares following Second
Admission will be on a delivery versus payment basis and settlement is
expected to take place on or around the Second Admission Settlement Date on a
T+2 basis.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed to agree
that if it does not comply with these obligations, the relevant Joint
Bookrunner may sell any or all of the Placing Shares allocated to it on its
behalf and retain from the proceeds, for its own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
By communicating a bid for Placing Shares, each Placee confers on the relevant
Joint Bookrunner all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the relevant
Joint Bookrunner lawfully takes in pursuance of such sale. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon any transaction
in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners 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 the Joint Bookrunners;
2. it has read and understood this Announcement (including these terms
and conditions) in its entirety and that it has neither received nor relied on
any information given or any investigations, representations, warranties or
statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares, or otherwise, other than the
information contained in this Announcement (including these terms and
conditions) and that in accepting the offer of its Placing participation it
will be relying solely on the information contained in this Announcement
(including these terms and conditions) and undertakes not to redistribute or
duplicate such documents;
3. its oral or written commitment will be made solely on the basis of
the information set out in this Announcement and the information publicly
announced to a Regulatory Information Service by or on behalf of the Company
as at the date of this Announcement, such information being all that such
Placee deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given, or representations or warranties or
statements made, by the Joint Bookrunners or the Company nor any of their
respective affiliates and neither the Joint Bookrunners nor the Company will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement;
4. the content of this Announcement and these terms and conditions are
exclusively the responsibility of the Company and agrees that neither the
Joint Bookrunners nor any of their affiliates nor any person acting on behalf
of any of them will be responsible for or shall have liability for any
information, representation or statements contained therein or any information
previously published by or on behalf of the Company, and neither the Joint
Bookrunners nor the Company, nor any of their respective affiliates or any
person acting on behalf of any such person will be responsible or liable for a
Placee's decision to accept its Placing participation;
5. (i) it has not relied on, and will not rely on, any information
relating to the Company contained or which may be contained in any research
report or investor presentation prepared or which may be prepared by the Joint
Bookrunners, the Company or any of their affiliates; (ii) none of the Joint
Bookrunners, their affiliates or any person acting on behalf of any of such
persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) none of the Company 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 save for any information published via a regulatory information
service; (iv) none of the Joint Bookrunners, the Company or their affiliates
or any person acting on behalf of any of such persons has or shall have any
responsibility or liability for any additional information that has otherwise
been made available to it, whether at the date of publication of such
information, the date of these terms and conditions or otherwise; and that (v)
none of the Joint Bookrunners, the Company or their affiliates or any person
acting on behalf of any of such persons makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of any such
information referred to in (i) to (iv) above, whether at the date of
publication of such information, the date of this Announcement or otherwise;
6. it has made its own assessment of the Company and has relied on its
own investigation of the business, financial or other position of the Company
in deciding to participate in the Placing, and has satisfied itself concerning
the relevant tax, legal, currency and other economic considerations relevant
to its decision to participate in the Placing;
7. it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person; (ii) it is and will remain liable to the
Company and the Joint Bookrunners for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that it is
acting for another person); (iii) if it is in the United Kingdom, it is a
person: (a) who has professional experience in matters relating to investments
and who falls within the definition of "investment professionals" in Article
19(5) of the Order or who falls within Article 49(2) of the Order; and (b) is
a "qualified investor" as defined in Article 2(e) of the UK Prospectus
Regulation; (iv) if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;
(v) if it is a financial intermediary, as that term is used in Article 5(1) of
the UK Prospectus Regulation, the Placing Shares subscribed by it in the
Placing are not being acquired on a nondiscretionary basis for, or on behalf
of, nor will they be acquired with a view to their offer or resale to persons
in the UK or in a member state of the EEA in circumstances which may give
rise to an offer of shares to the public, other than their offer or resale to
qualified investors within the meaning of Article 2(e) of the UK Prospectus
Regulation or within the meaning of Article 2(e) of the EU Prospectus
Regulation in a member state of the EEA which has implemented the EU
Prospectus Regulation;
8. in the case of a person in Singapore who acquires any Placing
Shares pursuant to the Placing, it is a person who is either an institutional
investor as defined under section 4A(1)(c) of the SFA, a "relevant person" as
defined under section 275(2) of the SFA or a person to whom an offer is being
made pursuant to section 275(1A) of the SFA;
9. in the case of a person in Hong Kong who acquires any Placing
Shares pursuant to the Placing, it is a Professional Investor (as defined in
the SFO) and (i) it is taking up the Placing Shares as principal for its own
account; and (ii) it is not taking up the Placing Shares on behalf of any
other person(s) or with a view to distribute such Placing Shares to other
person(s);
10. if in the case of a person in Switzerland who acquires Placing Shares it
is a professional client as defined by Art. 4 (3) and (4) of FinSA, to the
exclusion of high-net worth retail clients and private investment structures
created for them who have expressly declared that they wish to be treated as
professional clients pursuant to Art. 5(1) of FinSA;
11. if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to the information being made generally available;
12. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006, the Criminal Justice (Money Laundering and
Terrorism Financing) Act 2010 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017, the Money
Laundering Sourcebook of the FCA, the US Foreign Corrupt Practice Act of 1977
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and, if it is making payment on behalf of
a third party, it has obtained and recorded satisfactory evidence to verify
the identity of the third party as may be required by the Regulations;
13. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
14. it 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;
15. unless otherwise agreed by the Company (after agreement with the Joint
Bookrunners), it is not, and at the time the Placing Shares are subscribed for
and purchased will not be, subscribing for and on behalf of a resident
of Canada, Australia, Japan, the Republic of South Africa 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;
16. it does not expect the Joint Bookrunners to have any duties or
responsibilities towards it for providing protections afforded to clients
under the rules of the FCA Handbook (the "Rules") or advising it with regard
to the Placing Shares and that it is not, and will not be, a client of either
of the Joint Bookrunners as defined by the Rules. Likewise, any payment by it
will not be treated as client money governed by the Rules;
17. any exercise by the Joint Bookrunners of any right to terminate the
Placing Agreement or of other rights or discretions under the Placing
Agreement or the Placing shall be within the Joint Bookrunners' absolute
discretion and the Joint Bookrunners shall not have any liability to it
whatsoever in relation to any decision to exercise or not to exercise any such
right or the timing thereof;
18. 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 the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement on the due
times and dates set out in this Announcement (being the First Admission
Settlement Date in respect of any First Placing Shares and the Second
Admission Settlement Date as regards any Second Placing Shares), failing which
the relevant Placing Shares may be placed with others on such terms as the
relevant Joint Bookrunner may, in its absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
19. 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;
20. 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;
21. the person who it specifies for registration as holder of the Placing
Shares will be: (i) itself; or (ii) its nominee, as the case may be, and
acknowledges that the Joint Bookrunners and the Company will not be
responsible for any liability to pay stamp duty or stamp duty reserve tax
(together with interest and penalties) resulting from a failure to observe
this requirement; and each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing on the basis that the Placing
Shares will be allotted to a CREST stock account of the relevant Joint
Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
22. 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;
23. if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;
24. it and/or each person on whose behalf it is participating: (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix 1 and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and the Joint
Bookrunners for the performance of all its obligations as a Placee of the
Placing (whether or not it is acting on behalf of another person);
if it has received any "inside information" as defined in the UK MAR 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
except as permitted by the UK MAR, prior to the information being made
publicly available;
25. in order to ensure compliance with the Money Laundering Regulations
2017, the Joint Bookrunners (for their own purposes and as agent on behalf of
the Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Joint Bookrunner or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time after a
request for verification of identity the relevant Joint Bookrunner (for its
own purpose and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, the relevant Joint Bookrunner
and/or the Company may, at their absolute discretion, terminate their
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited at
the risk of the relevant Placee and each Placee agrees that no claim can be
made by the Placee in respect thereof;
26. 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;
27. 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;
28. it has not offered or sold and will not offer or sell any Placing Shares
to persons in Singapore prior to Admission except to persons who are either an
institutional investor as defined under section 4A(1)(c) of the SFA, a
"relevant person" as defined under section 275(2) of the SFA or a person to
whom an offer is being made pursuant to section 275(1A) of the SFA;
29. 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 either of the Joint
Bookrunners and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to their clients
nor for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;
30. to provide the Joint Bookrunners or the Company (as relevant) with such
relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant
regulators in relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions;
31. to the extent that it is a legal or beneficial holder of Common 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 Resolutions, in either case not later than 72 hours prior to the
General Meeting;
32. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on its behalf and on behalf of any
Placee on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Joint Bookrunners in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
33. to fully and effectively indemnify on an on-demand after tax basis and
hold harmless the Company, the Joint Bookrunners and each of their respective
affiliates, and any such person's respective affiliates, subsidiaries,
branches, associates and holding companies, and in each case their respective
directors, employees, officers and agents from and against any and all losses,
claims, damages, liabilities, costs and expenses (including legal fees and
expenses): (i) arising from any breach by such Placee of any of the provisions
of these terms and conditions; (ii) incurred by either Joint Bookrunner and/or
the Company arising from the performance of the Placee's obligations as set
out in these terms and conditions and (iii) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements or undertakings contained in the Announcement and further agrees
that the provisions of these terms and conditions shall survive after
completion of the Placing;
34. in making any decision to subscribe for the Placing Shares: (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Company operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment; and
(v) will not look to the Joint Bookrunners or any of their respective
affiliates or any person acting on their behalf for all or part of any such
loss or losses it or they may suffer;
35. its allocation of Placing Shares will be split pro rata between the
First Admission and the Second Admission;
36. its commitment to acquire Placing Shares will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing, and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing; and
37. it acknowledges and understands that the Joint Bookrunners and the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgments and
undertakings which are irrevocable.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Such
agreement assumes that such Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in such Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which none of the Company nor
the Joint Bookrunners would be responsible and Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such arrangements or
dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of the Joint Bookrunners and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent. If this is the case, it would be
sensible for Placees to take their own advice and they should notify the
relevant Joint Bookrunner accordingly. In addition, Placees should note that
they will be liable for any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto) payable
outside the UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1. it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which it is
unlawful to make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the applicable laws of
any relevant territory, including complying with the selling restrictions set
out herein and obtaining any requisite governmental or other consents and it
has fully observed and will fully observe any other requisite formalities and
pay any issue, transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person: (i) who has
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified
investor" as defined in Article 2(e) of the UK Prospectus Regulation;
4. if it is in a member state of the EEA, it is a "qualified investor"
within the meaning of Article 2(e) of the EU Prospectus Regulation;
5. if it is in Singapore, (i) it is a person who is either an
institutional investor as defined under Section 4A(1)(c) of the SFA, a
"relevant person" as defined under Section 275(2) of the SFA or a person to
whom an offer is being made pursuant to Section 275(1A) of the SFA, (ii) it
has complied and will comply with all applicable provisions of the SFA and
(iii) it will be bound by the limitations and restrictions described in the
SFA (including but not limited to section 276 of the SFA);
6. if it is in Hong Kong, it is a Professional Investor (as defined in
the SFO) and (i) it is taking up the Placing Shares as principal for its own
account; and (ii) it is not taking up the Placing Shares on behalf of any
other person(s) or with a view to distribute such Placing Shares to other
person(s).
7. if it is in Switzerland, it is a professional client as defined by
Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth retail clients
and private investment structures created for them who have expressly declared
that they wish to be treated as professional clients pursuant to Art. 5(1) of
FinSA;
8. 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
9. it (on its behalf and on behalf of any Placee on whose behalf it is
acting) has: (a) fully observed the laws of all relevant jurisdictions which
apply to it; (b) obtained all governmental and other consents which may be
required; (c) fully observed any other requisite formalities; (d) paid or will
pay any issue, transfer or other taxes; (e) not taken any action which will or
may result in the Company or the Joint Bookrunners (or any of them) being in
breach of a legal or regulatory requirement of any territory in connection
with the Placing; (f) obtained all other necessary consents and authorities
required to enable it to give its commitment to subscribe for the relevant
Placing Shares; and (g) the power and capacity to, and will, perform its
obligations under the terms contained in these terms and conditions.
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 any 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 any
Excluded Territory, or any other jurisdiction outside the United Kingdom in
which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing with a
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of their own business; and
the Placee will rank only as a general creditor of the relevant Joint
Bookrunner.
Times
Unless the context otherwise requires, all references to time are
to London time. All times and dates in these terms and conditions may be
subject to amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Admission" means First Admission and/or Second Admission as the context admits
"Admission and Disclosure Standards" means the admission and disclosure standards published by the London Stock
Exchange from time to time;
"Bookbuild" the accelerated bookbuild conducted by the Joint Bookrunners in relation to
the Placing
"Circular" means the circular prepared in accordance with UKLR 10 to be posted to members
of the Company on or about 24 November 2025
"Closing Price" unless otherwise stated, the closing middle market quotation of an Common
Share on any given day as derived from the Daily Official List as published by
the London Stock Exchange
"Common Shares" common shares of USD0.0001 each in the capital of the Company
"Company" Capital Limited, an exempted company incorporated in Bermuda with registered
number 34477 and with its registered office at Victoria Place, 5th Floor, 31
Victoria Street, Hamilton HM 10, Bermuda;
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as also defined in
the CREST Regulations)
"Depositary" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, United Kingdom
"Depositary Interests" the dematerialised depositary interests issued or to be issued by the
Depositary in respect of and representing Common Shares on a one-for-one basis
"Directors" or "Board" the directors of the Company
"dollars" or "$" US dollars, the lawful currency of the United States of America
"Enlarged Share Capital" the enlarged share capital of the Company upon Admission, comprising the
Existing Common Shares and the Placing Shares
"Existing Common Shares" the 196,722,278 Common Shares in issue
"FCA" the Financial Conduct Authority
"First Admission" means admission of the First Placing Shares to trading on the Official List
(Equity Shares (Commercial Companies) category) becoming effective accordance
with the UKLR and the admission of the First Placing Shares to trading on the
main market for listed securities operated by the London Stock Exchange in
accordance with the Admission and Disclosure Standards
"First Admission Settlement Date" the date the settlement of transactions in the First Placing Shares following
the First Admission will take place within the CREST system (subject to
certain exceptions) which is expected to occur on 25 November 2025
"First Placing" the placing of the First Placing Shares by the Joint Bookrunners at the Issue
Price
"First Placing Shares" the new Common Shares to be issued pursuant to the first tranche of the
Placing to Placees which are proposed to be admitted to trading on the
Official List (Equity Shares (Commercial Companies) category) at First
Admission
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended) including any
regulations made pursuant thereto
"General Meeting" the general meeting of the Company which will be convened to take place on 11
December 2025 at 10.00 a.m. GMT
"GMT" Greenwich Mean Time;
"Group" the Company and its subsidiaries as at the date of this Announcement
"Issue Price" 107 pence per Placing Share
"Joint Bookrunners" means each of Stifel, Tamesis and Panmure Liberum, and "Joint Bookrunner"
shall mean any one of them
"London Stock Exchange" London Stock Exchange plc
"UK MAR" assimilated Regulation (EU) No 596/2014 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018
"Notice of General Meeting" the notice convening the General Meeting
"Official List" the official list of the Financial Conduct Authority
"Opening Announcement" means the press announcement in the agreed form to be issued via the
Regulatory Information Service relating, inter alia, to the Placing
"Panmure Liberum" Panmure Liberum Limited, a limited liability company incorporated in England
and Wales with registered number 04915201, the Company's joint bookrunner
"Placing" the conditional placing of the Placing Shares by the Joint Bookrunners at the
Issue Price pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 20 November 2025 between (1) the Company (2)
Stifel (3) Tamesis and (4) Panmure Liberum relating to the Placing
"Placing Document(s)" means the Circular, the Presentation, the Opening Announcement and the Placing
Results Announcement (and any amendment or supplement thereto)
"Placing Results Announcement" means the press announcement in the agreed form, to be issued via the
Regulatory Information Service relating, inter alia, to the Placing
"Placing Shares" means the new Common Shares proposed to be issued by the Company to Placees
pursuant to the Placing (being the First Placing Shares and/or the Second
Placing Shares as the context admits), and which shall be represented by
depositary interests for the purposes of settlement in CREST
"Presentation" means the investor presentation, in the agreed form, which was used by the
Company in connection with the Placing
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA pursuant to the section 73A of
the FSMA
"Regulatory Information Service" means a regulatory information service that is on the list of regulatory
information services maintained by the FCA from time to time or, if such a
service is not operational at the relevant time, the Company Announcements
Office at the London Stock Exchange
"Resolutions" the resolutions set out in the Notice of General Meeting
"Second Admission" means admission of the Second Placing Shares to trading on the Official List
(Equity Shares (Commercial Companies) category) becoming effective in
accordance with the UKLR and the admission of the Second Placing Shares to
trading on the main market for listed securities operated by the London Stock
Exchange in accordance with the Admission and Disclosure Standards
"Second Admission Settlement Date" the date the settlement of transactions in the Second Placing Shares following
the Second Admission will take place within the CREST system (subject to
certain exceptions) which is expected to occur on 15 December 2025
"Second Placing" the placing of the Second Placing Shares by the Joint Bookrunners at the Issue
Price
"Second Placing Shares" the new Common Shares to be issued pursuant to the second tranche of the
Placing to Placees which are proposed to be admitted to trading to trading on
the Official List (Equity Shares (Commercial Companies) category at Second
Admission
"Shareholders" holders of the Common Shares from time to time
"sterling" or "£" pounds sterling, the lawful currency of the United Kingdom
"Stifel" Stifel Nicolaus Europe Limited a limited liability company incorporated and
registered in England and Wales with registered number 03719559, the Company's
joint bookrunner
"Takeover Panel" The Panel on Takeovers and Mergers, an independent body that issues and
administers the Code and supervises and regulates takeovers and other matters
to which the Code applies
"Tamesis" Tamesis Partners LLP, a limited liability partnership incorporated and
registered in England and Wales with registered number OC412104, the Company's
joint bookrunner
"UKLR" means the rules published by the FCA and contained in the UK Listing Rules
sourcebook as part of the FCA Handbook, as amended from time to time;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
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