REG - Central Asia Metals - Proposed Placing <Origin Href="QuoteRef">CAML.L</Origin> - Part 2
22/09/2017 07:08
- Part 2: For the preceding part double click ID:nRSV5343Ra
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;
(ii) none of the Banks, the Selling Shareholder, 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
(iii) none of the Banks, the Selling Shareholder, 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) and (ii) 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 Selling Shareholder and the Banks for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person), (iii) if it is in the United Kingdom, it is
a person (a) who has professional experience in matters relating to
investments and who falls within the definition of "investment professionals"
in Article 19(5) of the Order or who falls within Article 49(2) of the Order,
and (b) is a "qualified investor" as defined in section 86 of the FSMA, (iv)
if it is in a member state of the EEA, it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive, and (v) if it is a
financial intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, the Placing Shares subscribed by it in the Placing are not being
acquired on a non-discretionary basis for, or on behalf of, nor will they be
acquired with a view to their offer or resale to persons in a member state of
the EEA in circumstances which may give rise to an offer of shares to the
public, other than their offer or resale to qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive in a member state of
the EEA which has implemented the Prospectus Directive;
8. if it has received any confidential price sensitive information about the
Company in advance of the Placing, it has not (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to the information being made generally available;
9. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and
the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
(the "Regulations") and, if it is making payment on behalf of a third party,
it has obtained and recorded satisfactory evidence to verify the identity of
the third party as may be required by the Regulations;
10. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
11. it is not acting in concert (within the meaning given in the City Code on
Takeovers and Mergers) with any other Placee or any other person in relation
to the Company;
12. it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving the United Kingdom;
13. it and any person acting on its behalf is entitled to acquire the Placing
Shares under the laws of all relevant jurisdictions and that it has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in these terms and
conditions);
14. unless otherwise agreed by the Company (after agreement with the Joint
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 the
United States, Australia, Canada, Japan, the Republic of South Africa or any
other Restricted Territory and further acknowledges that the Placing Shares
have not been and will not be registered under the securities legislation of
any Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in or into those jurisdictions;
15. it does not expect the Banks 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 any of the Banks as defined
by the Rules. Likewise, any payment by it will not be treated as client money
governed by the Rules;
16. any exercise by the Joint Bookrunners of any right to terminate the
Placing Agreement or the Block Trade Agreement or of other rights or
discretions under the Placing Agreement, the Block Trade Agreement or the
Placing shall be within the Joint Bookrunners' absolute discretion and neither
the Joint Bookrunners nor the Co-Lead Manager shall have any liability to it
whatsoever in relation to any decision to exercise or not to exercise any such
right or the timing thereof;
17. neither it, nor the person specified by it for registration as a holder
of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the
Placing Shares will not be allotted to, a person/person(s) whose business
either is or includes issuing depository receipts or the provision of
clearance services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a clearance
system;
18. the person who it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be, and
acknowledges that the Banks, the Selling Shareholder 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 one of the Banks who will
hold them as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed accounts, it
is authorised in writing by each managed account to acquire Placing Shares for
that managed account;
20. if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;
21. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA;
22. it has not offered or sold and will not offer or sell any Placing Shares
to persons in any member state of the EEA prior to 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 Prospectus Directive;
23. participation in the Placing is on the basis that, for the purposes of
the Placing, it is not and will not be a client of J.P. Morgan Securities plc,
Peel Hunt LLP or Mirabaud Securities Limited and that none of J.P. Morgan
Securities plc, Peel Hunt LLP or Mirabaud Securities Limited 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 Block Trade Agreement (as applicable) or the contents
of these terms and conditions;
24. to provide the Banks with such relevant documents as they may reasonably
request to comply with requests or requirements that either they or the
Company may receive from relevant regulators in relation to the Placing,
subject to its legal, regulatory and compliance requirements and
restrictions;
25. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on its behalf and on behalf of any Placee on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Banks in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
26. to fully and effectively indemnify and hold harmless the Company, the
Selling Shareholder and the Banks and each of their respective affiliates (as
defined in Rule 405under the Securities Act) and each person, if any, who
controls any Bank within the meaning of Section 15 of the Securities Act or
Section 20 of the US Exchange Act of 1934, as amended, and any such person's
respective affiliates, subsidiaries, branches, associates and holding
companies, and in each case their respective directors, employees, officers
and agents from and against any and all losses, claims, damages and
liabilities (i) arising from any breach by such Placee of any of the
provisions of these terms and conditions and (ii) incurred by the Banks and/or
the Company and/or the Selling Shareholder arising from the performance of the
Placee's obligations as set out in these terms and conditions;
27. to indemnify on an after-tax basis and hold the Company, the Selling
Shareholder and the Banks and any of their affiliates and any person acting on
their behalf harmless from any and all losses, claims, damages, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgments, agreements and undertakings in these terms and conditions and
further agrees that the provisions of these terms and conditions shall survive
after completion of the Placing;
28. in making any decision to subscribe for the Placing Shares, (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
(v) will not look to the Banks, any of their respective affiliates or any
person acting on their behalf for all or part of any such loss or losses it or
they may suffer;
29. the Banks, the Selling Shareholder and the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and undertakings which are
irrevocable; and
30. 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, the Selling
Shareholder's or the Banks' conduct of the Placing.
Please also note that the agreement to allot and issue or sell 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 or sale to Placees, or such persons as they nominate as
their agents, direct from the Company in respect of the Company Placing Shares
and direct from the Selling Shareholder in respect of the Sale Shares. 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 neither the Company nor
the Banks nor the Selling Shareholder would be responsible and Placees shall
indemnify the Company, the Banks and the Selling Shareholder 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 Banks 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 Bank 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 Banks, the Selling
Shareholder and the Company, the following:
1. it is not a person who has a registered address in, or is a resident,
citizen or national of, a country or countries, in which it is unlawful to
make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the applicable laws of any
relevant territory, including complying with the selling restrictions set out
herein and obtaining any requisite governmental or other consents and it has
fully observed and will fully observe any other requisite formalities and pay
any issue, transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person (i) who has professional
experience in matters relating to investments and who falls within the
definition of "investment professionals" in Article 19(5) of the Order or who
falls within Article 49(2) of the Order, and (ii) is a "qualified investor" as
defined in section 86 of the FSMA;
4. if it is in a member state of the EEA, it is a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive;
5. it is a person whose ordinary activities involve it (as principal or
agent) in acquiring, holding, managing or disposing of investments for the
purpose of its business and it undertakes that it will (as principal or agent)
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
6. it is purchasing the Placing Shares in an offshore transaction as defined
in, and in accordance with, Regulation S;
7. none of the Placing Shares have been or will be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States;
8. none of the Placing Shares may be offered, sold, taken up or delivered
directly or indirectly, in whole or in part, into or within the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States;
9. 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 Banks (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 and/or purchase 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.
Set-off and Miscellaneous
The Joint Bookrunners reserve the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company, the
Selling Shareholder or their respective agents to have been executed, effected
or dispatched from the United States or an Restricted Territory or in a manner
that may involve a breach of the laws or regulations of any jurisdiction or if
the Joint Bookrunners or its agents believe that the same may violate
applicable legal or regulatory requirements or if it provides an address for
delivery of the share certificates of Placing Shares in an Restricted
Territory or the United States, or any other jurisdiction outside the United
Kingdom in which it would be unlawful to deliver such share certificates.
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 Banks will notify Placees and any persons acting on behalf of
the Placees of any changes.
APPENDIX II
DEFINITIONS
In this announcement capitalised terms shall (unless the context requires
otherwise) have the following meanings:
Acquisition the proposed acquisition by the Company of the entire issued share capital of Lynx Resources Limited;
Acquisition Agreement means the agreement dated the same date as this announcement between CAML MK Limited, a wholly-owned subsidiary of the Company, the Orion Co-Investments III L.P., Orion Fund JV Limited and Fusion Capital AG in relation to the Acquisition;
Admission admission of the Company Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;
AIM the AIM market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require);
AIM Rules for Companies the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;
AIM Rules for Nominated Advisers the rules of AIM as set out in the publication entitled 'AIM Rules for Nominated Advisers' published by the London Stock Exchange from time to time;
Articles the articles of association of the Company, as in force from time to time;
Banks J.P. Morgan Cazenove, Peel Hunt and Mirabaud;
Block Trade Agreement the conditional agreement dated the same date of this announcement and entered into between the Joint Bookrunners and the Selling Shareholder;
Board or Directors the board of directors of the Company for the time being;
Bookbuild the bookbuilding process undertaken by the Banks in connection with the Placing
Company Central Asia Metals PLC, a company incorporated in England & Wales with registered number 05559627 whose registered office is at Masters House, 107 Hammersmith Road, London, W14 0QH ;
Company Placing Shares New Ordinary Shares placed by the Banks on behalf of the Company pursuant to the Underwriting Agreement;
Consideration Shares New Ordinary Shares to be issued to Orion Co-Investments III L.P. pursuant to the Acquisition Agreement
CREST the computerised settlement system (as defined in the Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;
EEA the European Economic Area;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited, the operator of CREST;
Existing Ordinary Shares the 112,069,738 Ordinary Shares in issue as at the date of this announcement;
FCA the Financial Conduct Authority;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting of the Company the general meeting of the Company to be convened for 11 October 2017;
Group the Company and its subsidiary undertakings at the date of this document;
Joint Bookrunners J.P. Morgan Cazenove and Peel Hunt;
J.P. Morgan Cazenove J.P. Morgan Securities PLC (which conducts its UK investment banking activities as J.P. Morgan Cazenove), a company incorporated in England & Wales with registered number 02711006 whose registered office is at 25 Bank Street, Canary Wharf, London, E14
5JP, United Kingdom
London Stock Exchange London Stock Exchange plc;
MAR the Market Abuse Regulation, being EU Regulation 596/2014;
MiFID the Markets in Financial instruments Directive of the European Parliament and of the Council 2004/39/EC;
Material Adverse Change any material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), or in the earnings, management, licences, consents,
regulatory approvals, business affairs, solvency, business prospects or financial prospects of the Company or the Group, taken as a whole, or Lynx Resources Limited whether or not arising in the ordinary course of business and whether or not foreseeable at
the date of the Placing Agreement;
Mirabaud Mirabaud Securities Limited, a company incorporated in England & Wales with registered number whose registered office is at 10 Bressenden Place, London SW1E 5DH, United Kingdom
Ordinary Shares ordinary shares of US$0.01 each in the capital of the Company;
Peel Hunt Peel Hunt LLP, a limited liability partnership established in England and Wales with number OC357088 whose registered office is at Moor House, 120 London Wall, London, United Kingdom, EC2Y 5ET
Placees the persons who have agreed to subscribe for and/or acquire (as applicable) the Company Placing Shares and/or Sale Shares;
Placing the conditional private placing of the Company Placing Shares and Sale Shares with the Placees pursuant to the Placing Agreement and the Block Trade Agreement;
Placing Agreement the conditional agreement dated the date of this announcement and entered into between the Banks, the Company and the directors of the Company;
Placing Price means the price per Placing Share established by the Joint Bookrunners in the Bookbuild;
Placing Shares the Company Placing Shares and the Sale Shares;
Prospectus Directive means the Prospectus Directive of the European Parliament and of the Council 2003/71/EC;
Prospectus Rules the Prospectus Rules published by the FCA;
Public Information this announcement and all information in the announcement of the Company's interim results for the period ended 30 June 2017 and the announcement of the proposed Acquisition both released through a Regulatory Information Service on the same date as this
announcement and all previous announcements released through a Regulatory Information Service;
Registrar Computershare Investor Services PLC;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No 3755), as amended, in respect of which Euroclear is the operator;
Regulatory Information Service has the meaning given to it in the AIM Rules;
Relevant Member State each EEA state which has implemented the Prospectus Directive;
Resolutions the resolutions to be proposed at the General Meeting including (without limitation) resolutions approving the Acquisition and authorising the directors to allot and disapply the pre-emption rights in respect of the Company Placing Shares;
Restricted Territory means the United States, Canada, Japan, Australia, South Africa and any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any
governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Placing is sent or made
available in that jurisdiction;
Regulation S Regulation S under the Securities Act;
Sale Shares 10,605,875 Existing Ordinary Shares to be sold by the Selling Shareholder which may be placed by the Banks pursuant to the Block Trade Agreement;
Securities Act the US Securities Act of 1933, as amended;
Selling Shareholder CBH Europe Limited;
UK or United Kingdom the United Kingdom of England, Scotland, Wales and Northern Ireland;
uncertificated or inuncertificated form recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST;
US or United States the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
£ or sterling pounds sterling, the legal currency of the United Kingdom.
This information is provided by RNS
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