REG - Chariot Limited - Acquisition Funding of Oil Production in Angola
19/02/2026 16:45
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RNS Number : 7257T Chariot Limited 19 February 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK
PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Chariot Limited
("Chariot", the "Company" or the "Group")
19 February 2026
Acquisition Funding of Material Oil Production Offshore Angola
Proposed Placing and Subscription to raise approximately US$20 million (£14.8
million)
and Open Offer to raise up to approximately US$4 million (approximately £3
million)
Chariot (AIM: CHAR), the Africa focused energy company, is pleased to announce
its intention to provide acquisition funding for an oil producing asset
offshore Angola. To part finance the acquisition, Chariot is undertaking a
fundraise by way of an equity placing (the "Placing") and a direct
subscription (the "Subscription") of, in aggregate, approximately US$20
million (£14.8 million) net of expenses, and an open offer (the "Open Offer")
of up to approximately US$4 million (approximately £3 million) (the Placing,
the Subscription and the Open Offer, together the "Fundraising"). The Company
expects to issue approximately 1,132,275,133 New Ordinary Shares pursuant to
the Placing and the Subscription ("Placing Shares" and "Subscription Shares",
respectively); and up to 225,449,336 New Ordinary Shares pursuant to the
Open Offer ("Open Offer Shares), in each case at an issue price of 1.4 pence
per share (the "Issue Price").
In addition, investors in the Fundraising will receive one warrant for every
New Ordinary Share issued pursuant to the Fundraising ("Warrants"). Each
Warrant shall entitle the relevant warrantholder to subscribe for one Ordinary
Share at an exercise price of 2.4 pence and will expire on 9 April 2029.
The Placing will be conducted in accordance with the terms and conditions set
out in Appendix 2 to this announcement (this "Announcement") by way of an
accelerated bookbuild ("Bookbuild") at the Issue Price which will be launched
immediately following this Announcement. The timing of the closing of the
Bookbuild and the allocations are at the absolute discretion of Hannam &
Partners (the "Bookrunner") and the Company. The results of the Placing and
Subscription will be announced as soon as practicable after the close of the
Bookbuild. The Placing is not being underwritten.
Highlights:
· Chariot is working alongside Shell Trading to support Etu Energias
S.A. ("Etu Energias"), a 100% owned Angolan E & P company, to secure a
material interest in producing assets offshore Angola
· Chariot is providing funding to Etu Energias in connection with Etu
Energias' acquisition of a working interest in Blocks 14 and 14K offshore
Angola with production of circa 8,000 barrels of oil per day ("bopd") (the
"Transaction")
· As a result of the Transaction, and in exchange for providing the
initial funding, Chariot will be entitled to the economics associated with
material production from the working interest to be acquired equivalent to up
to 4,000 bopd
· In addition to the funding provided by Chariot, Shell Western Supply
and Trading Ltd ("Shell Trading") is providing an acquisition financing
package of up to US$170m (the "Shell Facilities") in return for future offtake
barrels
· This marks a new era for Chariot's upstream business by introducing
an economic exposure to a producing asset with strong cashflow into the
portfolio
· The net proceeds of the Fundraising will be used to:
o Part finance the acquisition of the working interest;
o Cover the costs involved with the Transaction;
o Provide additional corporate working capital
· As part of the Subscription, certain Directors and senior managers of
the Company intend to subscribe for Subscription Shares for approximately
US$2.7 million (£2.0 million), of which Adonis Pouroulis intends to subscribe
for approximately US$2.5 million (£1.9 million)
· As part of the Fundraising, the Company proposes to raise up to
approximately US$4 million (approximately £3 million) by the issue of Open
Offer Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue
Price. The Open Offer will be on the basis of 1 Open Offer Share for every 7
Existing Ordinary Shares held(1)
· Following the close of the Bookbuild, the Company expects to send the
Circular, containing a notice of General Meeting, on or about 23 February
2026. Full details of the Open Offer, a proxy form and (where applicable) an
Open Offer application form will also be included within, or sent with, the
Circular
(1) In the event that the rate of British Pounds Sterling to United States
Dollars fluctuates significantly before the date of the Circular, the number
of Open Offer Shares issued may change.
Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot, said:
"In working alongside Shell Trading to fund this deal we are accessing the
opportunity to secure a transformational transaction in a prolific producing
asset offshore Angola. Shell Trading is providing a substantial acquisition
finance package in exchange for offtake barrels, Etu Energias is securing
additional production and further cementing its position as a prominent
Angolan E & P player and by part financing this acquisition, we will have
a substantial economic exposure to cash generative assets that have
significant upside.
With this transaction we are working with a pre-eminent partner in Etu
Energias and delivering on our stated objective of building out our upstream
business. As set out last year, we re-scoped our strategy to encompass oil
production assets thereby widening our investment case across the full value
chain. These assets are highly attractive, combining a strong production
profile with substantial development value and we are delighted to be working
alongside Etu Energias with Shell Trading providing acquisition financing and
offtake as part of the transaction structure. Together, we have a great
balance of extensive local knowledge, deep funding capability and a wide
technical network. Importantly, this marks a strategic first step into
Angola's oil sector for us. We very much look forward to finalising this
transaction as well as future opportunities that this collaboration could
unlock."
Further Information:
The New Ordinary Shares issued pursuant to the Fundraising will be issued as
fully paid and will rank pari passu in all respects with each other and with
the Existing Ordinary Shares from their admission to trading on AIM
("Admission"). None of the Warrants will be admitted to trading on AIM or any
other stock exchange.
The Transaction, the Fundraising and the grant of Warrants are each
conditional, inter alia, upon the passing of the Resolutions (as defined
below) at the General Meeting, admission of the New Ordinary Shares to trading
on AIM becoming effective and the Placing and Open Offer Agreement not being
terminated in accordance with its terms. Shareholders should be aware that if
the Resolutions are not approved at the General Meeting, neither the
Transaction, the Fundraising nor the issue of the Warrants will proceed.
Assuming the Open Offer is allocated in full and approximately US$24 million
is raised before expenses pursuant to the Fundraising, the New Ordinary Shares
will represent approximately 46.2 per cent. of the Company's issued share
capital immediately following completion of the Fundraising. The Issue Price
of 1.4 pence per New Ordinary Share represents a discount of approximately
13.8% to the closing mid-market price of 1.625 pence per Ordinary Share on 18
February 2026, being the last trading day immediately preceding the date of
this Announcement.
Appendix 1 and Appendix 2 form part of this Announcement. A timetable of
principal events is set out in Appendix 1. Capitalised terms have the meaning
set out in Appendix 3 to this Announcement.
Enquiries
Chariot Limited +44 (0) 20 7318 0450
Adonis Pouroulis, CEO
Julian Maurice-Williams, CFO
Cavendish Capital Markets Limited (Nomad) +44 (0) 20 7397 8900
Derrick Lee (Corporate Finance)
Hannam & Partners (Bookrunner) +44 (0) 20 7907 8500
Neil Passmore, Leif Powis
Celicourt Communications (Financial PR) +44 (0) 20 7770 6424
Mark Antelme, Charles Denley-Myerson, Kathleen Beams
Notes
About Chariot
Chariot is an Africa focused energy group with two core business streams:
Upstream Oil and Gas and Renewable Power.
Chariot's Upstream Oil and Gas pillar is focused on building out a full value
chain growth business within Africa. Alongside securing a footprint in Angola,
Chariot holds a diverse portfolio in Morocco and is pursuing a range of new
ventures with a focus on production opportunities as well as its ongoing
exploration interests in Namibia.
Chariot's Renewable Power business is focused on providing competitive,
sustainable and reliable energy through building, generating and trading
renewable power in South Africa as well as progressing the development of its
power-to-mining projects on the continent. Chariot is also continuing to
advance its green hydrogen asset, Project Nour in Mauritania.
The Existing Ordinary Shares of Chariot Limited are admitted to trading on AIM
under the symbol 'CHAR'. https://chariotenergygroup.com
Background to and Reasons for the Fundraising
Upstream Oil & Gas
Funding Acquisition of Producing Asset, Offshore Angola
Chariot is working alongside Shell Trading to support Etu Energias, a 100%
owned Angolan E & P company, to secure a material interest in producing
assets offshore Angola.
Etu Energias is buying a 20% working interest in Block 14 and 10% interest in
Block 14K, for a base consideration of US$195m, with an economic effective
date of 1 January 2025. A deposit payment of US$12m in cash is payable on
signature of the sale and purchase agreement to be entered into by Etu
Energias (the "SPA") and the balance, which is net of working capital and
interim period adjustments between the economic effective date and date of
closing of the Transaction, is to be paid at completion. Contingent payments
of up to US$115m which relate primarily to Brent crude oil pricing exceeding
thresholds between 2026 and 2028 and production milestones that relate to the
PKBB discovery may also become payable.
In order for Chariot to be exposed to the economics associated with material
production from the working interest to be acquired equivalent to up to 4,000
bopd, Chariot intends to provide US$12m in cash as well as financing related
transaction costs. This funding will be repayable from future cashflows. Shell
Trading will be providing the Shell Facilities of up to US$170m, with the size
of the Shell Facilities adjusted for interim adjustments relative to the final
consideration at close of the SPA, in return for future offtake barrels from
the arrangement. Under the Shell Facilities certain covenants must be
satisfied prior to cash distributions. The absence of early repayment
financial penalties enables refinancing on completion to accelerate these
distributions, while Shell Trading continues to offtake the crude leveraging
on its strong franchise. This combination of the Shell Facilities and
Chariot's funding contribution means that the Transaction is fully financed
and enables Chariot to gain exposure to the economics of a producing asset.
The funding provided by Chariot will be repayable from future cashflows from
the asset, after servicing the Shell Facilities. Once the funding provided by
Chariot has been repaid, which is expected to be paid back within a reasonable
period, Chariot will subsequently share future cashflows with Etu Energias
equivalent to up to 4,000 bopd. Shell Trading's financing, legal documentation
and secured bank account gives Chariot certainty of title over cash deposits
and its future cashflows.
Asset overview and development upsides
Block 14 is a mid to late-life producing asset located offshore Angola,
operated by Chevron which holds a 31% interest, with Sonangol holding 20% and
Azule Energy and Etu Energias holding 20% and 29% respectively. Block 14K is
an adjacent unitized area which crosses the Angolan and Republic of Congo
maritime border and ties back to Block 14. Block 14K is operated by Trident
Energy holding 15.75%, with Chevron holding 15.5%, Etu Energias holding 14.5%,
Sonangol and Azule Energy each holding 10%, SNPC holding 7.5% and Total E
& P holding 26.75%.
Chevron has operated Block 14 since 1995 and due to a recent extension through
to 2038, there are now 13 years left on the licence term. The fields on Block
14 have cumulatively produced over 900mmbbls of high-quality crude since first
oil in 1999 and current production is approximately 40 kbopd. The baseline
production decline case underpins the value of the asset which is expected to
deliver strong future cashflows over the medium term from the existing fields
and good fiscal terms further sustain the fundamentals. There are material
upsides on Block 14, notably further development of the PKBB discovery, as
well as additional neighbouring discoveries that can utilise existing
production and processing infrastructure. Block 14K produces circa 1kbopd on a
gross basis and this licence does not expire until 2030. Current producing
reserves from the assets are estimated to be 93MMbbls.
Completion of Etu Energias' acquisition of the working interests is subject to
governmental and third-party consents in Angola and the Republic of Congo.
Closing of the acquisition is expected in H2 2026. Chariot will then be
exposed to the economics with a base case indicative net NPV(10) in excess of
US$100 million at a US$60/bbl oil price.
With the bulk of the financing being provided by a super major and one of the
world's largest energy traders in Shell Trading, a highly regarded in-country
operator in Etu Energias which brings the opportunity and strong local
knowledge and Chariot with its funding support and technical capability, the
Transaction provides a desirable opportunity for future cashflows.
Other Upstream Assets
Across the wider Group, Chariot remains committed to progressing plans across
its Moroccan portfolio.
Offshore Morocco, Chariot has been working on re-scoping the Anchois gas
development to optimise a development plan with substantially reduced capex
requirements. Chariot sees material economic value in this asset and there are
further mapped prospects within the Lixus licence that could potentially
augment production from the Anchois gas field or offer standalone development
opportunities. The surrounding Rissana licence has a portfolio of giant scale
prospects and leads with both oil and gas targets, including drill-ready
prospects covered by existing 3D seismic data. Murphy Oil Corporation, a
global independent E & P company, has recently secured acreage adjacent to
Chariot's blocks and with other upstream companies continuing to show interest
in exploration acreage in-country, Rissana could offer an attractive farm-out
opportunity for new entrants. Chariot is in discussions with parties
interested in the Loukos onshore acreage and, whilst this is not a core area
of focus, the Company is assessing its next steps for this licence. The
strategy for Chariot's Moroccan portfolio is to identify partners to
collaborate, secure funding and progress each asset. Commercial fundamentals
in Morocco helped by strong market demand and attractive fiscal terms, and
domestic gas has strategic value.
Further Portfolio Expansion
Chariot also has a new venture pipeline that covers a range of production,
development and exploration opportunities in Africa. The focus for portfolio
expansion is on highly prospective basins, projects with low entry costs and
available financing options, and overlooked assets where Chariot can look to
leverage its network and experience. The Company is still progressing its
multi-billion-barrel opportunity in Namibia where it currently holds a ten
percent back in right in its previously operated 2714 A&B blocks. This
process has been delayed but management is encouraged by the progress made to
date and, whilst there is no certainty that the target acreage will be
secured, further updates will be provided as required.
Renewable Power
Chariot's Renewable Power business is creating two future revenue streams from
power generation and electricity trading and, having closed material financing
transactions at the subsidiary level over the past months, now holds material
stakes in both trading and generation assets in South Africa.
Trading
Chariot Generation and Trading Pty Limited (a subsidiary held between Chariot
and its strategic equity partner Mahlako A Phahla Financial Services
("Mahlako")), holds a 34% economic interest in Etana Energy (Pty) Limited
("Etana"), its electricity trading business in South Africa. Etana is focused
on providing competitive, sustainable end-to-end energy solutions through the
connecting of power generation projects to commercial and industrial users by
wheeling electricity across South Africa's national grid. This is a highly
scalable business model and Etana will be supplying competitively priced,
cleaner power to some of the country's largest commercial and industrial
users. Etana is now fully financed having secured US$175m in guarantee finance
and equity investments from major institutions including British International
Investment, GuarantCo and Norfund. Further, Etana now has four renewable
projects with a generation portfolio of nearly 300MW direct offtake under
construction.
Generation
Chariot's involvement in Etana also unlocks the Company's direct equity
participation in several significant renewable generation projects in South
Africa which will provide an important second revenue stream. As announced in
December, Chariot now holds a material stake in two wind farms, which are
expected to produce 190MW alongside Acciona Energia (lead sponsor) and H1
Holdings, and this power generation is directly linked into the offtake
customers as part of Etana's wheeling capacity. This was supported by a
significant financing which totalled circa US$100m net to Chariot's share of
the projects and was completed at the subsidiary level alongside Mahlako,
Standard Bank and Investec which indicated further institutional support for
the business.
Partnership with ACWA
As announced in October 2025, Chariot has signed a memorandum of understanding
with ACWA, one of the world's largest renewable energy companies, to explore
the creation of a southern African sustainable energy business. The
partnership is aiming to develop, own and operate assets across renewable
energy, battery storage and gas-to-power, with the energy generated sold to
national grids, corporate customers and energy traders, emulating the Etana
business model.
Other projects
Chariot continues to work across its onsite renewable energy projects to
supply into mining operations and also on Project Nour its green hydrogen
asset in Mauritania which it is co-developing in partnership with TEH2 (80%
owned by TotalEnergies and 20% owned by the EREN Group).
Looking forward
Securing this economic exposure offshore Angola represents the first step in
the transformation of Chariot's upstream business. Anticipated cashflows
resulting from the Transaction would help underpin the implementation of
future growth plans. The Chariot team is also building out a leading platform
across Renewable Power, with recent transactions underpinning both the
valuation and foundations for future growth. Fundamentally, management is
focused on creating material value both now and over the long term and the
forward-looking plan, as outlined in 2025, is to demerge and split the Group.
Both these entities are now well geared for growth and management is actively
working on the best way to deliver maximum value and monetise these
businesses.
Use of Proceeds
The net proceeds of the issue of the Placing and the Subscription are expected
to be used to:
Part finance the acquisition of the working interest US$12.0 million (£8.8 million)
Cover the costs involved with the Transaction US$4.0 million (£3.0 million)
Provide additional corporate working capital US$4.0 million (£3.0 million)
Total US$20.0 million (£14.8 million)
Any funds raised though the Open Offer, and any other funds received by way of
the Fundraising that are not used to part finance the acquisition of the
working interest, will be used to supplement the Group's working capital. As
at 31 December 2025, the unaudited cash balance of the Company was US$1.2
million. Combined with the funds raised and the potential monetisation of the
renewables business the Company forecasts sufficient working capital to reach
first cashflows from the Transaction.
IMPORTANT NOTICES
This Announcement contains forward-looking statements. These statements relate
to the Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this Announcement. No statement in this Announcement is intended
to constitute a profit forecast or profit estimate for any period. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
No offer document or prospectus has been, or will be, delivered to the
Financial Conduct Authority in relation to the Fundraising.
This Announcement, including the information contained herein, is for
information purposes only, is not intended to and does not constitute or form
part of any offer or invitation to purchase or subscribe for, underwrite, sell
or issue or the solicitation of an offer to purchase or subscribe for, sell,
acquire or dispose of the New Ordinary Shares or any other security
in Canada, Australia, the Republic of South Africa or Japan or in any
jurisdiction in which, or to persons to whom, such offering, solicitation or
sale would be unlawful.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
H&P, which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for the Company as Bookrunner for the purposes of the
Fundraising and is not acting for any other persons in relation to it and
accordingly will not be responsible to anyone else in relation to the matters
described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on H&P by the FSMA or the
regulatory regime established under it, H&P does not accept any
responsibility whatsoever for the contents, completeness or accuracy of this
Announcement, and no representation or warranty, express or implied, is made
by H&P with respect to the accuracy or completeness of this Announcement,
or any part of it.
The price of the Ordinary Shares may go down as well as up and investors may
not get back the full amount invested on disposal of the Ordinary Shares.
Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR. Therefore, those persons that received inside information
in a market sounding are no longer in possession of inside information
relating to the Company and its securities.
The Company prepares its financial statements in U.S. dollars and therefore
certain figures relating to the Fundraising have been expressed in U.S.
dollars. Where appropriate, these figures have been converted into pounds
sterling for information purposes only using the following exchange rate:
Pounds sterling to U.S. dollars - 1.35
Details of the Placing
The Bookbuild process for the Placing will open with immediate effect. The
Placing is subject to the terms and conditions set out in Appendix 2 (which
forms part of this Announcement). The timing of the closing of the Bookbuild
is at the discretion of the Bookrunner. The Bookrunner and the Company reserve
the right to increase the amount to be raised pursuant to the Placing, in
their absolute discretion. The closing of the Bookbuild and the final number
of shares to be issued pursuant to the Placing will be announced as soon as
practicable after the close of the Bookbuild.
In addition, the Company will issue Warrants to Placees on the basis of one
Warrant for every New Ordinary Share issued and subject to the terms of the
Warrant Instrument.
The Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares in
the capital of the Company, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights set out in the
Placing and Open Offer Agreement between the Company, the Nomad and the
Bookrunner. Further details of the Placing and Open Offer Agreement can be
found in the terms and conditions of the Placing contained in Appendix 2 to
this Announcement. The Placing is not being underwritten by any party.
The Placing is conditional on, inter alia, the approval of Shareholders at the
General Meeting, admission of the Placing Shares and the Subscription Shares
to trading on AIM becoming effective and the Placing and Open Offer Agreement
not being terminated in accordance with its terms.
The Bookrunner, in consultation with the Directors, reserves the right to
scale up the size of the Placing on such basis as it may determine.
Details of the Subscription
Adonis Pouroulis, Andrew Hockey, Julian Maurice-Williams and Duncan Wallace
the "Participating Directors") have indicated their intention to invest
approximately US$2.5 million (approximately £1.9 million) in aggregate for
133,703,701 New Ordinary Shares pursuant to the Subscription at the Issue
Price. In accordance with the Company's Non-Executive Directors' Restricted
Share Unit Plan, Andrew Hockey would receive a matching share award in the
event that he subscribes for New Ordinary Shares.
As well as the Directors listed above, certain other investors have indicated
their intention to subscribe for New Ordinary Shares pursuant to the
Subscription at the Issue Price. Any Subscription would be conditional on the
Placing becoming unconditional in all respects, including admission of the
Placing Shares and the Subscription Shares to trading on AIM becoming
effective and the Placing and Open Offer Agreement not being terminated in
accordance with its terms. Any Subscription will be announced with the closing
of the Bookbuild.
In addition, the Company will issue Warrants to Subscribers on the basis of
one Warrant for every New Ordinary Share issued and subject to the terms of
the Warrant Instrument.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company is further
proposing to raise up to approximately US$4 million (approximately £3
million) before expenses by the issue of up to 225,449,336 Open Offer Shares
at the Issue Price, payable in full on acceptance. Any entitlements to Open
Offer Shares not subscribed for by Qualifying Shareholders will be available
to Qualifying Shareholders under the Excess Application Facility. The balance
of any Open Offer Shares not subscribed for under the Excess Application
Facility will not be available to the Placees under the Placing.
In addition, the Company will issue Warrants to Qualifying Shareholders who
are issued Open Offer Shares on the basis of one Warrant for every New
Ordinary Share issued and subject to the terms of the Warrant Instrument.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which Qualifying Shareholders do not apply
for will not be sold in the market for the benefit of Qualifying Shareholders
who do not apply for Open Offer Shares. The Open Offer application form is not
a document of title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price pro rata to their holdings of Ordinary Shares on the Record
Date on the basis of:
1 Open Offer Share for every 7 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares up to the maximum number of Open Offer
Shares available less their Open Offer Entitlement, subject to availability.
Applicants can apply for less or more than their entitlements under the Open
Offer, but the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied, as this will depend,
in part, on the extent to which other Qualifying Shareholders apply for less
than or more than their own Open Offer Entitlements. The Open Offer is
conditional on admission of the Open Offer Shares to trading on AIM becoming
effective and the Placing and Subscription having become unconditional.
The Open Offer Shares have not been and are not intended to be registered or
qualified for sale in any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Company and effected by the Company in a lawful
manner, the Open Offer application form will not be sent to Shareholders with
registered addresses in any Restricted Jurisdiction since to do so would
require compliance with the relevant securities laws of that jurisdiction. The
Company reserves the right to treat as invalid any application or purported
application for Open Offer Shares which appears to the Company or its agents
or professional advisers to have been executed, effected or dispatched in a
manner which may involve a breach of the laws or regulations of any
jurisdiction or if the Company or its agents or professional advisers believe
that the same may violate applicable legal or regulatory requirements or if it
provides an address for delivery of share certificates for Open Offer Shares,
or in the case of a credit of Open Offer Shares in CREST, to a CREST member
whose registered address would be, in a Restricted Jurisdiction.
The Open Offer Shares are being offered only outside the United States, in
reliance on Regulation S under the United States Securities Act of 1933, as
amended. The offer and sale of the Open Offer Shares have not been and will
not be registered under the U.S. Securities Act and, accordingly, the Open
Offer Shares may not be offered or sold, within the United States.
Notwithstanding the foregoing and any other provision of the Circular or the
Open Offer application form, the Company reserves the right to permit any
Qualifying Shareholder to apply for Open Offer Shares if the Company, in its
sole and absolute discretion, is satisfied that the transaction in question is
exempt from, or not subject to, the legislation or regulations giving rise to
the restrictions in question.
If a Qualifying Shareholder does not wish to apply for Open Offer Shares, he
should not complete or return the Open Offer application form or send a USE
message through CREST. In addition to dilution as a result of the Placing and
Subscription and any other Ordinary Shares issued in connection with the
Placing or Subscription, Shareholders who do not take up their full
entitlement of Open Offer Shares may be diluted as a result of the Open Offer.
General Meeting
The Transaction, Placing, the Subscription, the Open Offer and the grant of
Warrants are each conditional, inter alia, upon the passing of the Resolutions
by Shareholders at the General Meeting, to be held at the offices of Haynes
and Boone CDG LLP, Alder Castle, 10 Noble St, London EC2V 7JX.
Further details on the background to and reasons for the Fundraising, along
with an explanation as to why the Board considers the Fundraising to be in the
best interests of the Company and Shareholders as a whole, will be set out in
the Circular.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Record date of Open Offer 6.30 p.m. on 19 February
Ex-entitlement date for Open Offer 7.00 a.m. on 20 February
Posting of Circular, Form of Proxy and Application Form 23 February
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to As soon as possible after 8.00 a.m. on 24 February
stock accounts of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4.30 p.m. on 3 March
Entitlements from CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00 p.m. on 4 March
Latest time and date for splitting application forms (to satisfy bona fide 3.00 p.m. on 5 March
market claims only)
Latest time and date for receipt of Open Offer application forms and payment 11.00 a.m. on 9 March
in full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Latest time and date for receipt of Forms of Proxy/CREST/Proxymity and 11.00 a.m. on 9 March
electronic voting Instructions on Investor Centre
Announcement of results of Open Offer 10 March
General Meeting 11.00 a.m. on 11 March
Announcement of results of General Meeting Following General Meeting on 11 March
Admission of the New Ordinary Shares and the date of grant of the Warrants 8.00 a.m. on 12 March
New Ordinary Shares credited to CREST Members' accounts in respect of the 12 March
Placing Shares, Subscription Shares and Open Offer Shares
Expected date for despatch of definitive share certificates for New Ordinary by 19 March
Shares in certificated form
Expected date for crediting of the Warrants to be issued in uncertificated within 4 weeks of Admission
form to CREST and expected date of despatch of warrant certificates for
Warrants to be issued in certificated form
Each of the times and dates above is subject to change. Any such change will
be notified by an announcement on a Regulatory Information Service. References
in this document are to London time.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE PLACING AND
ASSOCIATED OPEN OFFER.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
EACH PURCHASER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO TAKE PART IN THE PLACING AND THIS
ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE PURPOSES OF INFORMATION ONLY AND
IS DIRECTED ONLY TO: (A) PERSONS IN MEMBERS STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) NO 2017/1129 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017) (THE "PROSPECTUS
REGULATION"); (B) PERSONS IN THE UNITED KINGDOM, WHO (i) HAVE BEEN SELECTED BY
THE BOOKRUNNER AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; AND (ii) WHO, ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING
REGULATIONS 2024 (THE "POATRS"); OR (C) ARE OTHERWISE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED TO BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN
ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A
PROFESSIONAL ADVISER FOR ADVICE.
No action has been taken by the Company, the Bookrunner (as defined in
paragraph 1.3 below) or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.
Persons who are invited to and who choose to participate in the Placing (as
such term is defined in paragraph 1.1 below) by making an oral or written
offer to subscribe for Placing Shares (as such term is defined in paragraph
1.1 below), including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed to have read and
understood this Announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties,
acknowledgements, undertakings and agreements, contained in this Appendix. In
particular, each such prospective Purchaser (as defined in paragraph 2.4(a))
represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares (as such term is defined below) that are
allocated to it for the purposes of its business;
2. if it is a financial intermediary, as that term is used in Article 5(1) of
the Prospectus Regulation or Regulation 7(4) of the POATRs (as applicable),
any Placing Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in the United
Kingdom, or in circumstances in which the prior consent of the Bookrunner has
been given to each such proposed offer or resale; and
3. it is not in the United States or if it is in the United States, is a QIB.
The Company and the Bookrunner will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and undertakings. The
Bookrunner does not make any representation to the Purchasers regarding an
investment in the Placing Shares referred to in this Announcement.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook and in particular the Product Intervention and Product
Governance Sourcebook and any other UK domestic legislation and measures which
implement EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II (together, the "UK MiFID II 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 MiFID II 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 retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the UK MiFID II Product Governance Requirements; and (ii) eligible
for distribution through all distribution channels as are permitted by the UK
MiFID II Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunner will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of the MiFID II
Product Governance Requirements; 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 shares the subject of the Placing. Each
distributor is responsible for undertaking its own target market assessment in
respect of the shares and determining appropriate distribution channels.
This Announcement does not constitute, and may not be used in connection with,
an offer or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction, including,
without limitation, the United Kingdom, any member state of the EEA, the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa. No public offer of securities of the Company is being made in the
United Kingdom, any member state of the EEA, the United States or elsewhere.
This Announcement and the information contained herein is not for publication
or distribution, directly or indirectly, to persons in the United States (or
to any U.S. Person), Australia, Canada, Japan, New Zealand or the Republic of
South Africa or in any other jurisdiction in which such publication or
distribution is unauthorised or unlawful. Any persons (including, without
limitation, custodians, nominees and trustees) into whose possession this
Announcement may come, are required by the Company to inform themselves about
and to observe any restrictions on transfer of this Announcement.
The Placing Shares are being offered only outside the United States in
reliance on Regulation S under the U.S. Securities Act ("Regulation S"). In
particular, the offer and sale of the Placing Shares have not been and will
not be registered under the U.S. Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and, accordingly, the Placing Shares may not be offered or sold, directly or
indirectly, within the United States, except: (i) to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act ("QIBs"); (ii)
outside the United States in "offshore" transactions within the meaning of,
and in reliance on, Regulation S; or (iii) otherwise in compliance with an
exemption from the registration requirements of the U.S. Securities Act. No
public offering of the Placing Shares or any other securities is being made in
the United States. No money, securities or other consideration from any person
inside the United States is being solicited pursuant to this Announcement, the
Placing, or the Bookbuild (as defined below) and, if sent in response to the
information contained in the Announcement, will not be accepted. This
Announcement is not an offer of securities for sale into the United States.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with and/or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares, and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Australia, Canada, New Zealand, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered
or otherwise transferred, directly or indirectly, in or into the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or
any other jurisdiction outside the United Kingdom or EEA. The contents of this
Announcement have not been reviewed by any regulatory authority in Hong Kong.
If you are in any doubt about any of the contents of this Announcement, you
should obtain independent professional advice.
The price of securities and the income from them may go down as well as up and
investors may not get back the full amount of their investment on disposal of
the securities.
Any indication in this Announcement of the price at which ordinary shares of
£0.01 each in the capital of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
1. PLACING, SUBSCRIPTION AND OPEN OFFER
1.1 Chariot Limited (company number 47532) (the "Company"),
intends to conduct a placing (the "Placing") and direct subscription (the
"Subscription"). Subject to shareholder approval, new ordinary shares of
£0.01 nominal value each will be issued to existing and new investors
pursuant to the Placing ("Placing Shares") and Subscription ("Subscription
Shares") at an issue price ("Issue Price") as determined by the Bookrunner and
the Company.
1.2 The Company also intends to conduct an open offer to
raise gross proceeds of up to approximately US$4 million (approximately £3
million). Subject to shareholder approval, the new ordinary shares of £0.01
nominal value each (the "Open Offer Shares") are expected to be issued on 12
March 2026 at the Issue Price (the "Open Offer" and, together with the Placing
and Subscription, the "Fundraising").
1.3 In addition, investors in the Fundraising will receive
one Warrant for every New Ordinary Share issued pursuant to the Fundraising.
The Warrants will have an exercise price of 2.4 pence and will expire on 9
April 2029.
1.4 The Company has appointed H & P Advisory Limited
("H&P") as bookrunner in respect of the Placing and Open Offer (the
"Bookrunner").
1.5 The terms and conditions set out in this Appendix apply
to persons making an offer to subscribe for Placing Shares under the Placing.
Each Purchaser shall be deemed to have read the Announcement, and this
Appendix, in its entirety.
2. ALLOCATION AND CONDITIONS TO PLACING
2.1 The Placing Shares under the Placing will be issued on
the Closing Date (as defined below).
2.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between the Bookrunner and the Company following
completion of the bookbuild being conducted by the Bookrunner to determine
demand for participation in the Placing and the Issue Price (the "Bookbuild").
The number of Placing Shares which have been placed and the Issue Price will
be announced following the completion of the Bookbuild.
2.4 Acceptances of the Placing and allocations of Placing
Shares (including the subscription amount payable) will be as:
(a) confirmed (orally or in writing) with prospective
purchasers who are in the United Kingdom (or as the Bookrunner and Company may
agree, in any other jurisdiction) by the Bookrunner (or its broker dealers or
their respective agents as agent of the Company). That confirmation
constitutes an irrevocable legally binding commitment of that person (who will
at that point become a purchaser ("Purchaser")) to subscribe for the number of
Placing Shares allocated to it on the terms and conditions set out in this
Appendix (a copy of this Appendix having been provided to the Purchaser prior
to or at the same time as such confirmation) and in accordance with the
Company's articles of association; or
(b) (unless paragraph 2.4(a) applies) by the completion and
return of such letter of confirmation and registration or other forms as the
Bookrunner or its agents may in their absolute discretion require and in that
event the terms and conditions set out in such letter of confirmation and
registration or other form shall apply to the exclusion of this Appendix.
2.5 The Bookbuild is expected to close no later than 7.00 am
on 20 February 2026 but may be closed earlier or later at the discretion of
the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company reserves the
right to reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
2.6 The Bookrunner may choose to allocate Placing Shares at
its discretion (in consultation with the Company) and may scale down any bids
for Placing Shares made by prospective Purchasers for this purpose on such
basis as it may determine. The Bookrunner may also, notwithstanding paragraph
2.5 above, subject to the prior consent of the Company: (a) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time; and (b) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Bookrunner, in
consultation with the Directors, reserves the right to scale up the size of
the Placing on such basis as such basis as it may determine.
2.7 For the avoidance of doubt, a bid in the Bookbuild will
be made on the terms and subject to the conditions in the Announcement and
this Appendix and will be legally binding on the prospective Purchaser on
behalf of which it is made and, except with the consent of the Bookrunner,
will not be capable of variation or revocation after the time at which it is
submitted. Any acceptance of the Placing constitutes a Purchaser's irrevocable
legally binding agreement, subject to the Placing and Open Offer Agreement (as
defined below) not having been terminated, to pay the aggregate settlement
amount of the Placing Shares regardless of the total number of Placing Shares
(if any) subscribed for by any other investor(s).
2.8 By participating in the Bookbuild, each Purchaser agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described in paragraph 4 below, and will not be capable
of rescission or termination by the Purchaser.
2.9 In making an investment decision, Purchasers must rely
on their own examination of the Company and its prospects and the terms of the
Placing, including the merits and risks involved in investing in the Placing
Shares.
2.10 Irrespective of the time at which a Purchaser's allocation
pursuant to the Placing is confirmed, settlement for all 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 "Registration and Settlement."
2.11 Settlement will occur on a date to be advised but expected
to be on or around 12 March 2026 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Bookrunner, (b) any of its affiliates, agents,
directors, officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Bookrunner as defined in the FSMA ((b) and
(c) being together "affiliates" and individually an "affiliate" of the
Bookrunner), or (d) any person acting on behalf of the Bookrunner, shall have
any liability (including to the extent permissible by law, any fiduciary
duties) to any Purchaser or to any other person whether acting on behalf of a
Purchaser or otherwise. In particular, neither of the Bookrunner nor any of
its affiliates shall have any liability (including, to the extent permissible
by law, any fiduciary duties) in respect of their conduct of the Placing and
Open Offer or of such alternative method of effecting the Placing and Open
Offer as the Bookrunner and the Company may agree.
2.13 Purchasers will be entitled to receive, and acknowledge
that by purchasing Placing Shares they irrevocably agree to receive, one
Warrant for each Placing Share issued to them pursuant to the Placing, the
terms of which will be governed by the Warrant Instrument executed by the
Company on 19 February 2026. Each Warrant shall entitle the relevant
warrantholder to subscribe for one Ordinary Share at an exercise price of 2.4
pence and will expire on 9 April 2029.
3. SHARES AND QUOTATION
3.1 The New Ordinary Shares will be issued fully paid and
will rank equally, from the date of issue, in all respects with the Company's
existing issued ordinary shares, including the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares, Subscription Shares and
Open Offer Shares.
3.2 Application will be made to London Stock Exchange plc
for admission to trading of the New Ordinary Shares on AIM ("Admission"). It
is anticipated that Admission will become effective on or around 12 March 2026
and that dealings in the Placing Shares, Subscription Shares and Open Offer
Shares will commence at that time.
3.3 None of the Warrants will be admitted to trading on AIM
or any other stock exchange.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 19 February 2026, the Company and the Bookrunner and
Cavendish as Nomad entered into a placing and open offer agreement in
connection with the Placing and Open Offer (the "Placing and Open Offer
Agreement"). Pursuant to the Placing and Open Offer Agreement, the
Bookrunner has agreed to use its reasonable endeavours to place the Placing
Shares with prospective Purchasers.
4.2 The Bookrunner's obligations under the Placing and Open
Offer Agreement in respect of the Placing Shares and Open Offer Shares are
conditional, inter alia, on:
(a) the Company procuring that the Circular and the notice
of a general meeting of the shareholders of the Company to approve the
Resolutions (as defined below) is sent to shareholders by no later than 23
February 2026;
(b) shareholder approval of the resolutions necessary to
issue the New Ordinary Shares for cash on a non-pre-emptive basis pursuant to
(inter alia) the Placing, the Subscription and the Open Offer and grant of the
Warrants (the "Resolutions");
(c) none of the warranties contained in the Placing and
Open Offer Agreement being untrue, inaccurate or misleading as at the date of
the Placing and Open Offer Agreement and at all times before and at the date
of Admission;
(d) the publication of this Announcement through a
Regulatory Information Service by no later than 4:45 p.m. on the date of the
Placing and Open Offer Agreement or such other time and/or date as may be
agreed in writing between the Company and the Bookrunner;
(e) the Company allotting, subject only to Admission, the
Placing Shares and the Subscription Shares in accordance with the Placing and
Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 12
March 2026 or such later date as the Company and the Bookrunner may otherwise
agree but not being later than 8.00 a.m. on 27 March 2026;
(g) the Subscription Agreements having become unconditional
in all respects (save in relation to Admission); and
(h) there having been since the date of the Placing and Open
Offer Agreement no development or event which will or is likely to have a
material adverse effect on the Company (or of its subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing
and Open Offer Agreement in relation to the Placing Shares are not fulfilled
or waived (if capable of being waived) by the Bookrunner by the respective
time or date where specified (or such later time or date as the Company and
the Bookrunner may agree); (ii) any of such conditions becomes incapable of
being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated
in the circumstances specified below, the Placing in relation to the Placing
Shares will lapse and the Purchaser's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Purchaser agrees that no claim can be made by the Purchaser in respect
thereof.
4.4 The Bookrunner may, at its absolute discretion and upon
such terms as it thinks fit, waive, or extend the period for, 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 and Open Offer Agreement save that
the conditions relating to Admission, the allotment and issue of the Placing
Shares (subject only to Admission) and shareholder approval may not be waived.
Any such extension or waiver will not affect Purchasers' rights and
obligations under the terms and conditions set out in this Appendix.
4.5 Neither of the Bookrunner nor the Company shall have any
liability to any Purchaser (or to any other person whether acting on behalf of
a Purchaser or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or 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 Purchaser agrees that any such decision is
within the absolute discretion of the Bookrunner.
4.6 The Bookrunner is entitled, at any time before
Admission, to terminate the Placing and Open Offer Agreement by giving notice
to the Company in certain circumstances, including, inter alia, a breach of
the warranties given to the Bookrunner in the Placing and Open Offer
Agreement, the failure of the Company to comply with obligations under the
Placing and Open Offer Agreement, or if an event has occurred which, in the
opinion of the Bookrunner (acting in good faith), constitutes or is likely to
cause a material adverse change or on the occurrence of certain force majeure
events. Following Admission, the Placing and Open Offer Agreement is not
capable of rescission or termination.
4.7 The rights and obligations of the Purchasers shall
terminate only in the circumstances described in these terms and conditions
and will not be subject to termination by the Purchaser or any prospective
Purchaser at any time or in any circumstances. By participating in the
Placing, Purchasers agree that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of the Bookrunner, and that it need
not make any reference to Purchasers and that it shall have no liability to
Purchasers whatsoever in connection with any such exercise.
5. NO UNDERWRITING
The Fundraising is not being underwritten by any party.
6. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Purchaser and does not constitute an offering
to any other person or to the public. A Purchaser may not assign, transfer,
or in any other manner, deal with its rights or obligations under the
agreement arising from the acceptance of the Placing, without the prior
written agreement of the Bookrunner in accordance with all relevant legal
requirements.
7. NO PROSPECTUS
7.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") or any competent
authority of any relevant member state of the EEA in relation to the Placing,
and a Purchaser's commitments will be made solely on the basis of the
information contained in the Announcement released by the Company today which
this Appendix forms part of.
7.2 Each Purchaser, by making an offer to subscribe for
Placing Shares, agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or the Bookrunner
or any other person and none of the Company or the Bookrunner nor any other
person will be liable for any Purchaser's decision to participate in the
Placing based on any other information, representation, warranty or statement
which Purchasers may have obtained or received, and if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by the Bookrunner, the Company or their respective
officers, directors, employees or agents. Each Purchaser 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. Neither the Company nor the Bookrunner make any undertaking or
warranty to any Purchaser regarding the legality of any investment in the
Placing Shares by such Purchaser under any legal, investment or similar laws
or regulations. Each Purchaser should not consider any information in this
Announcement to be legal, tax or business advice. Each Purchaser should
consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares and
Warrants will, unless otherwise agreed, take place on a delivery versus
payment basis within the CREST system administered by Euroclear UK and
International Limited ("CREST").
8.2 The Company will (or will procure its registrar or
transfer agent to) deliver the Placing Shares to CREST accounts operated by
the Bookrunner for the Company and the Bookrunner will enter their respective
delivery (DEL) instructions into the CREST system. The input to CREST by each
Purchaser of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Purchaser against payment.
8.3 Each Purchaser allocated Placing Shares in the Placing
will be sent a conditional trade confirmation stating the number of Placing
Shares and the subscription amount payable to be allocated to it and will be
required to provide the Bookrunner with funds sufficient to purchase such
securities prior to the Closing Date.
8.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of the Placing
Shares allocated to that Purchaser on such Purchaser's behalf and retain from
the proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Purchaser plus any interest due. The relevant
Purchaser 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 the
sale of such Placing Shares on such Purchaser's behalf.
8.5 Subject to the passing of the Resolutions, it is
expected that settlement will take place on or about 12 March 2026 in CREST in
accordance with the instructions set out in the conditional trade
confirmation.
8.6 The Company reserves the right to require settlement for
and delivery of the Placing Shares and Warrants (or a portion thereof) to any
Purchaser in any form it requires if, in the Bookrunner's or the Company's
opinion, delivery or settlement is not possible or practicable within CREST or
would not be consistent with the regulatory requirements of the Purchaser's
jurisdiction.
8.7 Each Purchaser agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions that it
has in place with the Bookrunner.
8.8 If Placing Shares and Warrants are to be delivered to a
custodian or settlement agent, Purchasers should ensure that the conditional
trade confirmation is copied and delivered immediately to the relevant person
within that organisation. Each Purchaser shall ensure that, insofar as Placing
Shares and Warrants are registered in a Purchaser's name or that of its
nominee or in the name of any person for whom a Purchaser is contracting as
agent or nominee, such person shall not be a person who is or may be liable to
any UK stamp duty or stamp duty reserve tax or securities transfer tax.
8.9 Interest is chargeable daily on payments to the extent
that value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Purchaser and prospective Purchaser (and each
person acting on its behalf) represents, warrants, acknowledges and undertakes
for the benefit of the Company, each of the Bookrunner and the respective
officers, employees and advisers of the Company and of each of the Bookrunner,
and any person acting on behalf of any of them (each a "Beneficiary" and
together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor as defined under the POATRs;
and
(ii) is also a person falling within one or more of the
categories of persons referred to in article 19 (investment professionals) or
49 (high net worth companies, etc) of the Order or is a person to whom the
Placing may otherwise be made or to whom the Placing Shares may otherwise be
directed without an approved prospectus having been made available to the
public in the UK before the Placing Shares are offered and without making an
unlawful financial promotion; and
(iii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the Placing or the
grant of the Warrants by the FCA in the United Kingdom under the POATRs; or
(iv) if it is not in the United Kingdom but is acting for the
account of a Purchaser in the United Kingdom, that each of subparagraphs (i),
(ii) and (iii) applies in respect of each such Purchaser;
(b) if it is a Purchaser in a member state of the EEA it:
(i) is a Qualified Investor as defined under the
Prospectus Regulation; and
(ii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the Placing or the
grant of the Warrants by any competent authority of any relevant member state
of the EEA; or
(iii) if it is not in a member state of the EEA but is
acting for the account of a Purchaser in a member state of the EEA, that each
of subparagraphs (i) and (ii) applies in respect of each such Purchaser;
(c) if it is a Purchaser in the United States, it has
previously executed a QIB Investor Representation Letter;
(d) 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 (the "FSMA")) relating to the
Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person. For the
avoidance of doubt, the Purchaser has not made and will not make any offer to
the public of the Placing Shares within the meaning of Regulation 7 of the
POATRs;
(e) if it is in a jurisdiction outside the United Kingdom or
the EEA, it is a person to whom the Placing or an invitation to subscribe for
the Placing Shares or receive Warrants in the manner contemplated by this
Appendix and any communication or correspondence therewith is permitted by the
laws of the jurisdiction in which it is situated or from where the Purchaser
submitted its bid to subscribe for Placing Shares and it is a person to whom
the Placing Shares and Warrants can lawfully be offered and issued under all
applicable laws, without the need for any approval, registration, filing or
lodgement of any kind, including a prospectus or other disclosure document;
(f) without prejudice to paragraph (e) above, if the
Purchaser is in Hong Kong it is (i) a "professional investor" within the
meaning of the Securities and Futures Ordinance of Hong Kong (Cap 571) and any
rules made thereunder, and (ii) acquiring the Placing Shares for its own
account (or an account as to which it has full investment discretion) for
investment purposes and (subject to the disposition of its property being at
all times within its control) not with a view to any distribution of the
Placing Shares;
(g) without prejudice to paragraph (e) above, if the
Purchaser is in the Republic of South Africa it is an investor who falls
within one of the specified categories listed in Section 96(1)(a) of the South
African Companies Act, 2008 (as amended) (the "SA Companies Act") and that it
will, to the extent applicable, be liable to obtain any exchange control
approval required by the South African Reserve Bank in relation to the issue
to it of the Placing Shares or Warrants or payment by it of the issue price
for the Placing Shares;
(h) it (and any account for which it is purchasing) (i) is
outside the United States, (ii) is acquiring the Placing Shares or receiving
Warrants in an offshore transaction (as this term is used in Regulation S),
and (iii) understands that the offer and sale to it of the Placing Shares have
not been and will not be registered under the U.S. Securities Act or the laws
of any state of the United States;
(i) time shall be of the essence as regards obligations
pursuant to this Appendix;
(j) unless otherwise specifically agreed in writing with
the Bookrunner, neither it nor the beneficial owner of such Placing Shares or
Warrants is or will be a resident of, or subject to the laws of the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa,
or will otherwise be considered a U.S. Person;
(k) neither the Placing Shares nor the Warrants have been
and will not be registered under the securities legislation of the United
States, Canada, Australia, Japan, New Zealand and the Republic of South Africa
and may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions except subject to certain
exceptions;
(l) it acknowledges that this Announcement has not been
approved by the Securities and Futures Commission in Hong Kong and,
accordingly, (i) the Placing Shares may not be offered or sold in Hong Kong by
means of this Announcement or any other document other than to "professional
investors" as defined in the Securities and Futures Ordinance of Hong Kong
(Cap 571) and any rules made thereunder, or in other circumstances which do
not result in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap 32)
("CWUMPO") or which do not constitute an offer to the public within the
meaning of the CWUMPO, and (ii) no person shall issue or possess for the
purposes of issue, whether in Hong Kong or elsewhere, any 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 of Hong
Kong (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 set out above);
(m) it acknowledges and agrees that the Placing is not an
"offer to the public" as envisaged in Chapter 4 of the SA Companies Act read
with the South African Companies Regulations 2011 (as amended) (the "South
African Companies Regulations 2011"), and that no prospectus will be
registered and/or issued in terms of the SA Companies Act and the South
African Companies Regulations 2011;
(n) the Purchaser consents to the Company making a notation
on its records or giving instructions to any registrar and transfer agent of
the Placing Shares or Warrants in order to implement the restrictions on
transfer set forth and described above;
(o) if required by applicable securities laws or as
otherwise reasonably requested by the Company, the Purchaser will execute,
deliver and file and otherwise assist the Company in filing reports,
questionnaires, undertakings and other documents with respect to the issue of
the Placing Shares and Warrants;
(p) the Purchaser has such knowledge and experience in
financial, business and tax matters as to be capable of evaluating the merits
and risks of its investment in the Placing Shares and it is able to bear the
economic risks and complete loss of such investment in the Placing Shares;
(q) the Purchaser has not received or requested, nor does it
have any need to receive, any offering memorandum or any other document
describing the business and affairs of the Company in order to assist it in
making an investment decision to subscribe for the Placing Shares;
(r) it is purchasing the Placing Shares for its account or
for the account of one or more persons for investment purposes only and not
with the purpose of, or with a view to, the resale, transfer or distribution
or granting, issuing or transferring of interests in, or options over, the
Placing Shares;
(s) it has such knowledge and experience in financial and
business matters and expertise in assessing credit and all other relevant
risks that it is capable of evaluating independently, and has evaluated
independently and conducted an in-depth detailed analysis on, the merits and
risks of a purchase of the Placing Shares for itself and each other person, if
any, for whose account it is acquiring any Placing Shares, and it has
determined that the Placing Shares are a suitable investment for itself and
each other person, if any, for whose account it is acquiring any Placing
Shares, both in the nature and the number of the Placing Shares being
acquired;
(t) if applicable, it is, or any beneficial Purchaser for
whom it is contracting is, acquiring the Placing Shares pursuant to and in
compliance with an exemption from the prospectus requirements of securities
laws of the jurisdiction of residence and will provide the Company and the
Bookrunner, on request, whether before or after the Closing Date, with
evidence of such compliance;
(u) it has had access to all information that it believes is
necessary or appropriate in connection with, and for an adequate time prior
to, its purchase of the Placing Shares. It acknowledges and agrees that it
will not hold the Bookrunner responsible for any misstatements in, or
omissions from, any publicly available information concerning the Company;
(v) it has made and relied entirely upon its own assessment
of the Company, and has conducted its own independent investigation with
respect to the Placing Shares, the Warrants and the Company;
(w) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing of any
Placing Shares or any Warrants;
(x) it has not relied on any investigation that any
Beneficiary may have conducted with respect to the Placing Shares, the
Warrants or the Company. No Beneficiary has made any representation to it,
express or implied, with respect to the Placing Shares, the Warrants or the
Company;
(y) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities, and that no
securities recommendation or advice has been made or given to it by any
Beneficiary in relation to the Placing or the grant of the Warrants;
(z) it acknowledges that an investment in the Placing
Shares involves a degree of risk;
(aa) except to the extent that liability cannot by law be
excluded, it acknowledges that none of the Beneficiaries accept any
responsibility in relation to the Placing or the grant of the Warrants for the
accuracy or completeness of any information given to it in connection with the
Placing;
(bb) it acknowledges and agrees that it will accept the decisions
and actions of the Bookrunner and/or the Company in respect of the Placing and
the acceptance of any Placing of Placing Shares does not oblige the Bookrunner
and/or the Company to consult with it as to any matter or qualify the exercise
or non-exercise of rights arising under or in relation to the Placing;
(cc) it has been independently advised as to any resale
restrictions under applicable securities laws in its own jurisdiction;
(dd) it acknowledges and agrees that if the Bookrunner takes title
to the Placing Shares it does so only as agent for the Purchaser for the
purposes of effecting settlement and it agrees to release the Bookrunner from
any liability incurred by it in acting in such capacity (whether arising out
of any act or omission by the Company in relation to the Placing or to the
Placing Shares or otherwise);
(ee) if it is acquiring any Placing Shares for an account of one
or more persons, it has full power to make the acknowledgements,
representations, warranties and agreements hereunder on behalf of each such
person and it will take reasonable steps to ensure that each such person will
comply with its obligations hereunder;
(ff) it acknowledges that the Beneficiaries will rely upon the
truth and accuracy of the foregoing acknowledgements, representations,
warranties and agreements in conducting and undertaking the Placing;
(gg) it has read this Announcement, including this Appendix, in
its entirety and its subscription of the Placing Shares is subject to and
based upon only the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein;
(hh) the exercise by the Bookrunner of any right of termination or
any right of waiver exercisable by it contained in the Placing and Open Offer
Agreement including, without limitation, the right to terminate the Placing
and Open Offer Agreement, is within its absolute discretion and the Bookrunner
will not have any liability to any Purchaser whatsoever in connection with any
decision to exercise or not exercise any such rights;
(ii) if (i) any of the conditions in the Placing and Open
Offer Agreement are not satisfied (or, where relevant, waived), or (ii) the
Placing and Open Offer Agreement is terminated or does not otherwise become
unconditional in all respects prior to the admission of the Placing Shares,
the Placing will lapse and its rights shall cease and determine at such time
and no claim shall be made by any Purchaser in respect thereof;
(jj) no offer document or prospectus has been, or will be,
prepared in connection with the Placing or the Warrants and it represents and
warrants that it has not received a prospectus or other offer document in
connection therewith;
(kk) the ordinary shares of £0.01 each in the capital of the
Company are (and the Placing Shares issued pursuant to the Placing will be)
admitted to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the rules and
practices of AIM and that it is able to obtain or access such information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other AIM quoted company, without undue
difficulty;
(ll) none of the Bookrunner or the Company nor any of
their affiliates nor any person acting on behalf of any of them has provided
it, and will not provide it, with any material regarding the Placing Shares,
the Warrants or the Company or any other person other than this Announcement;
nor has it requested any of the Bookrunner or the Company or any of their
affiliates or any person acting on behalf of any of them to provide it with
any such information;
(mm) the content of this Announcement is exclusively the
responsibility of the Company and none of the Bookrunner nor any person acting
on its behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company (except for any
information or statements relating solely to the Bookrunner and furnished by
the Bookrunner specifically for use in such documents) and will not be liable
for any Purchaser's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Purchaser further represents, warrants and agrees that the
only information on which it is entitled to rely and on which such Purchaser
has relied in committing itself to subscribe for the Placing Shares is
contained in this Announcement and any information previously published by the
Company, such information being all that it deems necessary 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,
warranties or statements made by the Bookrunner or the Company and neither of
the Bookrunner or the Company will be liable for any Purchaser's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Purchaser further
acknowledges and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing;
(nn) in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of MAR , and it agrees not to
deal in any securities of the Company until such time as the inside
information of which it has been made aware has been made public for the
purposes of MAR or it has been notified by the Bookrunner or the Company that
the proposed Placing will not proceed and any unpublished price sensitive
information of which the Purchaser is aware has been publicly announced, and,
other than in respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information concerning
the Company or the Placing Shares;
(oo) it has complied with its obligations in connection with the
Criminal Justice Act 1993, money laundering and terrorist financing under the
Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002,
the Terrorism Act 2003, MAR, the Prospectus Regulation, the Terrorism Act
2006, the Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and Part VIII of the Financial Services and Markets Act 2000 (the
"Regulations"), including identifying its clients in accordance with the
Regulations, and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity the Bookrunner
has not received such satisfactory evidence, the Bookrunner may, in its
absolute discretion, reject an application for Placing Shares in which event
all funds delivered by such Purchaser to the Bookrunner (if any) will be
returned without interest to the account of the drawee bank from which they
were originally debited;
(pp) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATRs (as
applicable), any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in the United Kingdom or the EEA to Qualified Investors, unless the
Bookrunner has given prior consent to such proposed offer or resale;
(qq) it has complied and will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom);
(rr) it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in the Company's
ordinary shares in accordance with Chapter 5 of the Disclosure Guidance and
Transparency Rules;
(ss) it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares and receive Warrants under the
laws of all relevant jurisdictions which would apply to it, and that it and
any person acting on its behalf is in compliance with applicable laws in the
jurisdiction of its residence, the residence of the Company, or otherwise;
(tt) it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Bookrunner and the Company may in their absolute discretion determine and
without liability to such Purchaser, and it will remain liable for any
shortfall below the net proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in in these terms and conditions) which may arise upon the placing
or sale of such Purchaser's Placing Shares on its behalf;
(uu) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be,
and neither of the Bookrunner nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Purchaser and any person acting on behalf of
such Purchaser agrees to participate in the Placing and it agrees to indemnify
the Company and the Bookrunner in respect of the same on the basis that the
Placing Shares will be allotted to the account of the Bookrunner who will hold
them as nominee on behalf of such Purchaser until settlement in accordance
with its standing settlement instructions;
(vv) the Company and the Bookrunner and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to the Bookrunner on its own behalf and on behalf of the Company and are
irrevocable;
(ww) it will indemnify and hold the Company and the Bookrunner and
their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
in this Announcement or incurred by the Company, the Bookrunner or their
respective affiliates, agents, directors, officers and employees arising from
the performance of the Purchaser's obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
(xx) its commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and the Purchaser will have no right to be
consulted or require that its consent be obtained with respect to the
Company's conduct of the Placing. The foregoing representations, warranties
and confirmations are given for the benefit of the Company and the
Bookrunner. The agreement to settle a Purchaser's subscription (and/or the
subscription of a person for whom such Purchaser is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to the subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is based on the
warranty above from each Purchaser, that neither it, nor the person specified
by it for registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be allotted to, a
person who is or may be liable to stamp duty or stamp duty reserve tax in
excess of 0.5% under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event
the Purchaser agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax, and neither the Company nor the Bookrunner shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Purchaser should seek its own advice and notify the Bookrunner
accordingly;
(yy) no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit a public offering of the Placing Shares
or Warrants in any country or jurisdiction where any such action for that
purpose is required;
(zz) it will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto) payable
outside the United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe for any
Placing Shares;
(aaa) the Bookrunner or any of its affiliates may, at their absolute
discretion, agree to become a Purchaser in respect of some or all of the
Placing Shares;
(bbb) when a Purchaser or person acting on behalf of the Purchaser is
dealing with the Bookrunner, any money held in an account with the Bookrunner
on behalf of the Purchaser and/or any person acting on behalf of the Purchaser
will not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA;
(ccc) it acknowledges that the money will not be subject to the
protections conferred by the client money rules and as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business; and the Purchaser will rank only as a general creditor of the
Bookrunner;
(ddd) it acknowledges that all times and dates in this Announcement
may be subject to amendment and the Bookrunner shall notify the Purchasers and
any person acting on behalf of the Purchasers of any changes;
(eee) that past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser;
(fff) all obligations entered into by the Purchaser pursuant
hereto with the Bookrunner are entered into with it as agent for the Company
and are therefore enforceable directly by the Company;
(ggg) if a company, it is a valid and subsisting company and has all
the necessary corporate capacity and authority to execute its obligations in
connection with the Placing participation;
(hhh) it is not presently acting in concert, as defined in the City
Code on Takeovers and Mergers, with any existing shareholder or other
Purchaser; and
(iii) it irrevocably appoints any director of the Bookrunner
as its agent for the purposes of executing and delivering to the Company's
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares offered to it.
The Purchaser agrees that the Company and the Bookrunner will rely upon the
truth and accuracy of the foregoing confirmations, representations,
warranties, acknowledgments, undertakings and agreements which are given by
each Purchaser (or persons acting on their behalf) and are irrevocable.
10. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares
(including the subscription amount payable) as confirmed to a Purchaser,
constitute the entire agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such terms must
be in writing.
11. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or
claim arising out of or in connection with the Placing or formation thereof
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England to
settle any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement (including the
Appendices), unless the context requires otherwise:
ACWA means ACWA Power Company (Saudi Listed Joint Stock Company).
Admission means admission of the New Ordinary Shares issued pursuant to the
Placing, the Subscription and the Open Offer to trading on AIM becoming
effective in accordance with the AIM Rules.
AIM means the market of that name operated by the London Stock Exchange.
AIM Rules means together, the AIM Rules for Companies and the AIM Rules for
Nominated Advisers.
Anchois means the gas field located in the Company's Lixus Licence, Morocco.
Application Form means the application form enclosed, in the case of
Qualifying Non-CREST Shareholders, with the Circular for Qualifying Non-CREST
Shareholders to apply for Open Offer Shares.
Basic Entitlement means the pro rata entitlement of Qualifying Shareholders to
subscribe for 1 Open Offer Share for every 7 Existing Ordinary Shares
registered in their name as at the Record Date, on and subject to the terms of
the Open Offer.
bbl or MMbbl means barrel(s) or million barrels.
Block 14 means the deepwater asset named Block 14 offshore Angola.
Bookbuild means an accelerated process conducted by the Bookrunner to
determine demand for participation in the Placing by Placees.
Bookrunner or H&P means H&P Advisory Limited, whose registered office
is at 3rd Floor, 7-10 Chandos Street, London, W1G 9DQ.
bopd means barrels of oil per day.
British International Investment means British International Investment plc.
Cavendish means Cavendish Capital Markets Limited, whose registered office is
at One Bartholomew Close, London, EC1A 7BL.
Circular means the circular, expected to be published by the Company on or
about 23 February 2026, in relation to the Placing, Subscription and Open
Offer.
Closing Date means the date upon which settlement of the Placing Shares and
the Subscription Shares is due to take place.
Company or Chariot means Chariot Limited, a company incorporated in Guernsey
with registered number 47532, with its registered office at Oak House, Hirzel
Street, St Peter Port, Guernsey, GY1 2NP.
CREST means the computerised settlement system (as defined in the CREST
Regulations) operated by Euroclear.
CREST Member means a person who has been admitted to Euroclear as a member.
CREST Regulations means the Uncertificated Securities Regulations 2001 (SI
2001 No. 3755) (as amended).
Directors or Board means the board of directors of the Company.
E & P means exploration and production.
EREN Group means EREN Groupe S.A.
Etana or Etana Energy means Etana Energy (Pty) Limited.
Etu Energias means Etu Energias S.A.
EU means the European Union.
Euroclear means Euroclear UK & International Limited.
EUWA means the European Union (Withdrawal) Act 2018 (as amended).
Excess Application Facility means the arrangement pursuant to which Qualifying
Shareholders may apply for additional Open Offer Shares in excess of their
entitlement in accordance with the terms and conditions of the Open Offer, as
set out in the Circular.
Excess CREST Open Offer Entitlement means in respect of each Qualifying CREST
Shareholder, his entitlement (in addition to his Basic Entitlement) to apply
for Open Offer Shares pursuant to the Excess Application Facility, which is
conditional on him taking up his Basic Entitlement in full and which may be
subject to scaling back in accordance with the provisions of the Circular.
Excess Shares means Open Offer Shares applied for by Qualifying Shareholders
under the Excess Application Facility.
Existing Ordinary Shares means the 1,578,145,352 Ordinary Shares in issue at
the date of this Announcement, all of which are admitted to trading on AIM and
being the entire issued ordinary share capital of the Company.
FCA means the Financial Conduct Authority.
Form of Proxy means the form of proxy attached to the Circular for use by
Shareholders in connection with the General Meeting.
FSMA means the Financial Services and Markets Act 2000, as amended.
Fundraising or Fundraise means together, the Placing, Subscription and the
Open Offer.
General Meeting means the general meeting of the Company to be held at the
offices of Haynes and Boone CDG LLP at 11:00 a.m. GMT on 11 March 2026, notice
of which is to be included in the Circular.
Group means the Company and its subsidiaries at the date hereof.
GuarantCo means GuarantCo Ltd.
Investec means Investec Bank Limited.
Issue Price means 1.4 pence per New Ordinary Share.
Lixus or Lixus Licence means the Lixus offshore licence, Morocco.
London Stock Exchange means the London Stock Exchange Group plc.
Loukos or Loukos Licence means the Loukos onshore licence, Morocco.
Mahlako means Mahlako A Phahla Financial Services.
MAR means the Market Abuse Regulation (EU) No.596/2014, as it forms part of UK
domestic law by virtue of the EUWA and as amended from time to time.
MW means megawatt.
New Ordinary Shares means the new ordinary shares in the capital of the
Company to be issued in connection with the Fundraising.
Norfund means The Norwegian Government Investment Fund for Developing
Countries.
Notice of General Meeting means the notice of the General Meeting to be
included within the Circular.
Open Offer means the invitation to Qualifying Shareholders to subscribe for
the Open Offer Shares at the Issue Price on the terms and conditions set out
in the Circular and, in the case of Qualifying Non-CREST Shareholders only,
the Application Form.
Open Offer Entitlement means the entitlement of Qualifying Shareholders to
subscribe for Open Offer Shares allocated to Qualifying Shareholders on the
Record Date pursuant to the Open Offer.
Open Offer Shares means New Ordinary Shares being made available to Qualifying
Shareholders pursuant to the Open Offer, up to a maximum of 225,449,336 New
Ordinary Shares.
Ordinary Shares means the ordinary shares of 1 penny each in the capital of
the Company.
PKBB means PKBB BEN-P-OP1X.
Placees means the placees subscribing for Placing Shares pursuant to the
Placing.
Placing means the proposed placing by the Bookrunner as agent for the Company,
of the Placing Shares.
Placing and Open Offer Agreement means the conditional placing and open offer
agreement dated 19 February 2026 between H&P, Cavendish and the Company,
details of which are set out in the Circular.
Placing Shares means New Ordinary Shares to be allotted pursuant to the
Placing on the terms of the Placing and Open Offer Agreement.
Project Nour means the Company's green hydrogen project in Mauritania.
QIB means "qualified institutional buyers" (as defined in Rule 144A under the
U.S. Securities Act).
QIB Investor Representation Letter means a letter in the form provided by
H&P by which potential investors may represent their status as a QIB to
H&P and the Company.
Qualifying CREST Shareholders means Qualifying Shareholders holding Ordinary
Shares in uncertificated form in CREST at the Record Date.
Qualifying Non-CREST Shareholders means Qualifying Shareholders holding
Ordinary Shares in certificated form at the Record Date.
Qualifying Shareholders means holders of Ordinary Shares on the register of
members of the Company at the Record Date, excluding Shareholders in the
United States, Shareholders with a registered address in or who are resident
in any Restricted Jurisdiction and any Shareholder that is designated or
otherwise subject to sanctions under the Russia (Sanctions) (EU Exit)
Regulations 2019, Council Regulation (EU) No 269/2014 or U.S. Executive Order
14024 (in each case, as amended).
Record Date means 6:00 p.m. on 19 February 2026.
Regulation S means Regulation S under the U.S. Securities Act.
Regulatory Information Service has the meaning given under the AIM Rules.
Relevant Persons has the meaning given in Appendix 2.
Renewable Power means the Company's renewable power business stream.
Resolutions means the resolutions to be proposed at the General Meeting, as
set out in the Notice of General Meeting in the Circular.
Restricted Jurisdiction means each and any of Australia, Canada, Japan, the
Republic of South Africa and the United States and any other jurisdiction
where the extension or the availability of the Open Offer would breach any
applicable law.
Rissana means the Rissana offshore licence, Morocco.
Shareholders means holders of Existing Ordinary Shares.
Shell Facilities means the acquisition financing package of up to US$170m.
Shell Trading means Shell Western Supply and Trading Ltd.
SPA means the sale and purchase agreement to be entered into by Etu Energias
in connection with
the purchase of a 20% working interest in Block 14 and a 10% Interest in Block
14K.
Standard Bank means The Standard Bank of South Africa Limited.
Subscribers means certain investors, who have each subscribed for New Ordinary
Shares at the Issue Price.
Subscription means the proposed subscription for the Subscription Shares by
the Subscribers at the Issue Price.
Subscription Agreements means the agreements between the Company and each of
the Subscribers relating to the Subscription.
Subscription Shares means the New Ordinary Shares which may, pursuant to the
Subscription, be allotted pursuant to the Subscription on the terms of the
Subscription Agreements.
subsidiary has the meaning given in section 1159 of the Companies Act 2006.
TEH2 means TotalEnergies H2, a majority owned subsidiary of Total Energies.
Total Energies means Total Energies SE.
Transaction means the proposed funding provided by the Company to Etu Energias
in connection with Etu Energias' acquisition of a 20% and 10% respective
working interest in Blocks 14 and 14K offshore Angola.
uncertificated or uncertificated form means recorded on the relevant register
or other record of the Ordinary Shares or other security concerned as being
held in uncertificated form in CREST, and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST.
United Kingdom or UK means United Kingdom of Great Britain and Northern
Ireland.
United States or U.S. means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.
Upstream Oil and Gas means the Company's upstream oil and gas core business
stream.
USE means an unmatched stock event.
U.S. Securities Act means the U. S. Securities Act of 1933, as amended.
Warrant Instrument means the warrant instrument entered into by the Company on
19 February 2026 pursuant to which the Warrants will be granted.
Warrants means the warrants to be issued by the Company subject to the terms
of the Warrant Instrument.
All references in this announcement to "£", "pence", "p" or "British Pounds
Sterling" are to the lawful currency of the United Kingdom. All references to
"US$", "$" or "United States Dollar" are to the lawful currency of the United
States.
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