REG - Chariot Limited - Proposed Placing and Subscription and Open Offer
18/05/2022 16:45
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RNS Number : 0006M Chariot Limited 18 May 2022
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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR
TO ANY U.S. PERSON), CANADA, JAPAN, AUSTRALIA, 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")
18 May 2022
Proposed Placing and Subscription to raise approximately US$20 million (£16
million)
and Open Offer to raise up to US$4 million (£3.2 million)
Chariot (AIM: CHAR), the African focused transitional energy company, is
pleased to announce its intention to undertake a fundraising of approximately
US$24 million (£19.2 million) before expenses by way of placing (the
"Placing") and a direct subscription (the "Subscription") of approximately
US$20 million (£16 million) in aggregate, and an open offer (the "Open
Offer") of up to US$4 million (£3.2 million) (the Placing, Subscription and
Open Offer together the "Fundraising"). Pursuant to the Fundraising, it is
estimated that the Company will issue approximately of 88,888,888 new Ordinary
Shares pursuant to the Placing and the Subscription and up to 17,597,272 new
Ordinary Shares pursuant to the Open Offer, in each case at an issue price of
18 pence per share (the "Issue Price").
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" or "ABB") 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 Cenkos
Securities Plc and Peel Hunt LLP (together, the "Joint Bookrunners") 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.
As part of the Fundraising, the Company proposes to raise up to US$4 million
(£3.2 million) by the issue of New Ordinary Shares pursuant to an Open Offer
to Qualifying Shareholders at the Issue Price.
Highlights:
· Placing and subscription to raise gross proceeds of approximately
US$20 million (£16 million). Open Offer to raise gross proceeds of up to US$4
million (£3.2 million).
· Open Offer on the basis of 1 Open Offer Share for every 47 Existing
Ordinary Shares held(1).
· As part of the Subscription, certain Directors of the Company intend
to subscribe for New Ordinary Shares for approximately US$0.6 million (£0.5
million), of which Adonis Pouroulis intends to subscribe for approximately
US$0.5 million (£0.4 million).
· The net proceeds of the Fundraise will be used to:
o Advance the engineering and design of the Anchois Gas Development,
including FEED project, project financing, gas sales and updated reserves
report, to reach FID; and
o Progress renewable power pipeline, strategic partnering and new venture
opportunities.
· Following the close of the Bookbuild, the Company expects to send the
Circular, containing a notice of General Meeting, on or about 23 May 2022.
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.
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.
The Fundraising is conditional, inter alia, upon the passing of the Fundraise
Resolutions (as defined below) at the General Meeting, on 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 Fundraise Resolutions are not
approved at the General Meeting, neither the Placing, the Subscription nor the
Open Offer will proceed.
Assuming the Open Offer is allocated in full and US$20 million is raised
pursuant to the Placing and Subscription, the New Ordinary Shares will
represent approximately 13 per cent. of the Company's issued share capital
prior to the Fundraising. The Issue Price of 18 pence per New Ordinary Share
is equivalent to the closing mid-market price of 18 pence per Ordinary Share
on 17 May 2022, 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.
Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of Chariot, said:
"Following our successful drilling campaign offshore Morocco and the excellent
post well analysis on the gas composition and net pay estimates from the
Anchois wells, we are focused on bringing the Anchois development into
production and fast tracking towards generating material cashflows as quickly
as possible.
The funds raised through this placing will enable us to accelerate our
development plans and will also support our growing Transitional Power
business and our ongoing evaluation of new ventures that fit within our
strategy. We are proud to be playing a part in the global energy transition
story and remain upbeat about the diversified portfolio of highly scalable
assets that we are developing, all of which have the potential to deliver both
a positive impact and value for our stakeholders."
Enquiries:
Chariot Limited +44 (0)20 7318 0450
Adonis Pouroulis, Acting CEO
Julian Maurice-Williams, CFO
Cenkos Securities Plc (Nominated Adviser and Joint Bookrunner) +44 (0)20 7397 8900
Derrick Lee, Adam Rae (Corporate Finance)
Leif Powis (ECM)
Peel Hunt LLP (Joint Bookrunner)
Richard Crichton, David McKeown +44 (0) 20 7894 7000
Jock Maxwell Macdonald, Sohail Akbar
Celicourt Communications (Financial PR) +44 (0)20 8434 2754
Mark Antelme, Jimmy Lea
NOTES FOR EDITORS:
About Chariot
Chariot is an African focused transitional energy group with two business
streams, Transitional Gas and Transitional Power.
Chariot Transitional Gas is focused on the Anchois development project,
located in the Lixus licence, offshore Morocco. The Anchois development is a
significant gas discovery, located in a fast-growing economy on the doorstep
of Europe, with a clear route to near-term monetisation, delivery of free
cashflow and material exploration upside.
Chariot Transitional Power is looking to transform the energy market for
mining operations in Africa, providing a giant largely untapped market with
cleaner, sustainable, and more reliable power. Chariot has also partnered with
the Government of Mauritania for the potential development of a large-scale
green hydrogen project.
The ordinary shares of Chariot Limited are admitted to trading on the AIM
under the symbol 'CHAR'.
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, SELL,
ACQUIRE OR DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES OF AMERICA (OR
TO ANY U.S. PERSON), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM,
SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company as broker 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 Cenkos by the FSMA or the
regulatory regime established under it, Cenkos 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 Cenkos with respect to the accuracy or completeness of this Announcement,
or any part of it.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for the Company as broker 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 Peel Hunt by the FSMA or the
regulatory regime established under it, Peel Hunt 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 Peel Hunt 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 US dollars and therefore
certain figures relating to the Fundraising have been expressed in US dollars.
Where appropriate, these figures have been converted into pounds sterling for
information purposes only using the following exchange rate:
Pounds sterling to US dollars - 1.25
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 Joint Bookrunners. The Joint Bookrunners 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.
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 and the Joint
Bookrunners. 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.
Details of the Subscription
Adonis Pouroulis, George Canjar, Julian Maurice-Williams, Duncan Wallace and
Chris Zeal (the "Participating Directors") have indicated their intention to
invest approximately US$0.6 million (£0.5 million) in aggregate for 2,594,442
New Ordinary Shares pursuant to the Subscription at the Issue Price. In
accordance with the Company's Non-Executive Directors' Restricted Share Unit
Plan, George Canjar and Chris Zeal would receive a matching share award in the
event that they subscribe for New Ordinary Shares which would vest in equal
instalments over the three years following completion of the Subscription.
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.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company is further
proposing to raise up to US$4 million (£3.2million) before expenses by the
issue of up to 17,597,272 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.
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 47 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.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be registered or
qualified for sale in any jurisdiction other than the United Kingdom.
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 jurisdiction other than the
United Kingdom 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, not in
the UK.
The Open Offer Shares are being offered only outside the United States, and
not to or for the account or benefit of any U.S. Person, 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 or with any securities regulatory
authority of any state or other jurisdiction of the United States and,
accordingly, the Open Offer Shares may not be offered or sold, re-sold, taken
up, pledged, transferred, delivered or distributed, directly or indirectly,
within the United States, or to or for the account or benefit of any U.S.
Person, except in compliance with an exemption from the registration
requirements of the U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of 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 Placing, the Subscription and the Open Offer are each conditional, inter
alia, upon the passing of the Fundraise Resolutions by Shareholders at the
General Meeting, to be held at 165 Fleet Street, London, EC4A 2DY on 10 June
2022 at 11.00 a.m.
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, are set out below.
Background
Chariot is an African focused transitional energy group with two business
streams, Transitional Gas and Transitional Power.
Chariot Transitional Gas is focused on the Anchois development project,
located in the Lixus licence, offshore Morocco. The Anchois development is a
significant gas discovery, located in a fast-growing economy on the doorstep
of Europe, with a clear route to near-term monetisation, delivery of free
cashflow and material exploration upside.
Chariot Transitional Power is looking to transform the energy market for
mining operations in Africa, providing a giant largely untapped market with
cleaner, sustainable, and more reliable power. Chariot has also partnered with
the Government of Mauritania for the potential development of a large-scale
green hydrogen project.
Transitional Gas
Significant Gas Discovery on the doorstep of Europe
Chariot, through its wholly-owned subsidiary Chariot Morocco, has a 75 per
cent. interest and operatorship of the Lixus licence, in partnership with
ONHYM which holds a 25 per cent. interest. Chariot is developing a high-value,
low-risk gas project which has the potential to positively impact a growing
economy heavily reliant on energy imports and coal.
Chariot spud the Anchois-2 appraisal and exploration well as planned in
December 2021, which was safely and efficiently drilled to a depth of 2,512m.
On 10 January 2022, Chariot announced a material gas discovery at the
Anchois-2 well, which also came in above management's expectations. Drilling
encountered all appraisal and exploration targets and confirmed the presence
of significant gas accumulations and high-quality reservoirs. Post well
sampling and analysis confirmed excellent quality dry gas with greater than
96% methane and no detrimental impurities across seven reservoirs and also
reported a material upgrade of the net gas pay estimates to approximately
150m. This drilling campaign exceeded expectations and also served to
substantially de-risk other gas sands with similar seismic signatures across
the Lixus licence.
As part of the drilling campaign, the Anchois-1 well, previously drilled in
2009, was efficiently located, inspected and confirmed in its potential as a
future producer. Both wells have now been suspended and further analysis
continues to evaluate the scale and economics of the development. With two
confirmed gas discovery wells and data available from the comprehensive
sub-surface sampling programme, this drilling programme has directly de-risked
a material portfolio of prospects as well as the wider prospectivity within
different plays across the licence.
A post-drill reserves report is in the process of being updated but the
Directors believe that the economics of the project are robust. The project
consists of a base case development for Anchois, with a 70 million standard
cubic feet per day plateau production rate from the 2C contingent resource
(pre-drill), delivering NPV 10 of US$900 million with an IRR of greater than
45%. The Board is looking to advance the Front End Engineering Design ('FEED')
project to reach the Final Investment Decision ('FID') as quickly as possible,
whilst progressing the development of the wider portfolio.
Development plans
Given the high quality and consistent nature of the gas composition,
production from all reservoirs can potentially be processed through a single
facility which would enable a simple development that utilises conventional
technology. The Anchois wells are also favourably located near to onshore
existing gas infrastructure which facilitates the subsea to shore development.
The development plan from a pre-FEED study consists of two initial subsea
wells tied into a subsea manifold with a 40km offshore flowline connected to
an onshore gas processing facility. From here, a short 40km pipeline will
connect to the trunk pipeline to Europe, which provides access not only to the
growing Moroccan energy market but also to the European gas market. Chariot is
collaborating with Subsea Integration Alliance, a developer of offshore gas
projects, to progress development plans, Front-end design, engineering,
procurement, construction, installation and operation of the Anchois Gas
Development.
Rissana Offshore licence - capturing additional upside
In addition, the Group has entered into a Petroleum Agreement for the Rissana
Offshore licence which surrounds the Lixus acreage and provides material
additional running room, on trend with the Anchois gas discovery. By securing
this licence, which covers an area of 8,489km², Chariot has captured the
exploration upside of the gas plays extending from Lixus. In parallel with the
development plans of the Anchois gas field, Chariot will undertake further
exploration work to evaluate these extensions and giant upside potential
within this basin.
Domestic and European markets
Growing power and industrial demand from Morocco underpins the attractiveness
of local markets. Currently Morocco imports around 90% of all its primary
energy supply and is heavily reliant on coal. Domestic gas therefore has an
important role to play as Morocco transitions away from this dependence and
the Anchois development offers an opportunity to promote energy
self-sufficiency, whilst also reducing the country's carbon footprint.
Supplying domestic demand in Morocco will be Chariot's main market but access
through the gas pipeline into Europe provides a further potential revenue
stream. Chariot has a Memorandum of Understanding ("MoU") with a leading
international energy group for future gas sales agreements for approximately
40 million standard cubic feet per day for up to 20 years on a take or pay
principle, anchoring the development of the Anchois gas discovery whilst
retaining the flexibility and opportunity to sell surplus production into the
gas hungry European market.
Chariot Transitional Gas has a material foundation at Anchois and long-term
growth potential through infrastructure-led exploration, from the existing
portfolio.
Transitional Power
Since the acquisition and integration of the new Transitional Power business
stream in the first half of 2021, the Company has expanded the pipeline of
projects through its long-term partnership with Total Eren, a leading player
in renewable energy, and has also made progress in establishing early supply
chains for the development of its green hydrogen project in Mauritania.
Renewable Power for Mines in Africa
The Transitional Power team's core business of developing, financing, building
and operating renewable energy projects for mining clients in Africa continues
to grow. The scale of the energy demand of the African mining sector is both
vast and untapped, with the World Bank estimate of requirements standing at
+20GW in 2020. Chariot is establishing a solid foothold in this market,
developing a pipeline of projects nearing 1GW throughout 2022. Chariot already
has a 10 per cent. stake in the operational Essakane solar project of 15 MW in
Burkina Faso, the largest hybrid PV-HFO plant in Africa, and recently
announced two further projects;
· an MoU with Tharisa plc, the platinum group metals and chrome
producer, to develop, finance, construct, own, operate and maintain a 40 MW
solar photovoltaic (PV) project for the supply of electricity to the Tharisa
mine, in the North West Province, South Africa; and
· a partnership with First Quantum Minerals a global mining and metals
company, to advance the development of a 430 MW solar and wind power project
for its mining operations in Zambia.
Both agreements set the foundations for flagship projects within these
countries, will serve to materially reduce the carbon footprints of each asset
and underpin Chariot's ongoing commitment to assist mining companies in their
transition to renewable energy sources by delivering lower cost, sustainable
and reliable power in Africa.
This strategic partnership with Total Eren was extended for three years from 1
January 2022, with the option to extend for a further two years. Chariot has
the right to invest between 15% and 49% into the co-developed projects and
there is an ambition of both Chariot and Total Eren to collaborate on other
non-mining energy projects and transactions in Africa.
Green Hydrogen
As announced in September 2021, Chariot signed an MoU with the Government of
Mauritania to progress a potential green hydrogen development of up to 10
Gigawatts. Mauritania is exceptionally well-placed for green hydrogen
production due to its high wind power density and solar power potential,
making it a low-cost producer that is close to European markets. This is an
early-stage position in what is a potentially large market, with an important
and growing role to play in the replacement of traditional fossil fuels in a
number of industries, including power generation, transport and chemicals.
This is in line with Chariot's strategy to take large-scale, first-mover
positions in projects that support the energy transition. The Company intends
to leverage its network on the African continent and provide an investment
opportunity for shareholders into highly scalable markets.
As announced on 6 April 2022, Chariot has signed an MoU with the Port of
Rotterdam International, a global energy hub and Europe's largest sea port
which handles a significant portion of Europe's energy demand. This MoU
represents a first step towards establishing supply chains to import green
hydrogen and ammonia to meet expected demand in the Netherlands and other
countries in Northwest Europe. The two parties will work together to connect
with off-takers and secure contracts for specific volumes.
Reasons for the Fundraise
Further to the success of the drilling programme and analysis to date, the
Board is focused on bringing the Anchois gas development online, with the
intention of fast tracking towards material cashflows as quickly as possible.
The majority of the proceeds of the fundraise will be utilised for this
purpose. The FEED project is ready to commence and the partnering process is
underway. The Company is looking for long term, strategically aligned partners
in both upstream and downstream capacities. The next commercial steps will be
negotiating and completing gas sales agreements and securing project finance
and, as recently announced, Societe Generale ("SocGen") has been appointed to
lead the project financing.
In tandem with the development of Anchois, the Company will continue to
advance its strategic partnering at the Transitional Power subsidiary level
and Hydrogen project level to progress its renewable power pipeline.
The Group will also continue to assess other opportunities in transitional gas
and investigate whether synergies can be found with other transitional energy
projects.
Use of Proceeds
The Company is proposing to use the net proceeds of the Fundraising as
follows:
Advance the engineering and design of the Anchois Gas Development, including US$15 million (£12 million)
FEED project, project financing, gas sales and updated reserves report, to
reach FID
Progress renewable power pipeline, strategic partnering and new venture US$5 million (£4 million)
opportunities
Total US$20 million (£16million)
Any funds raised though the Open Offer will be used to supplement the Group's
working capital.
As at 31 March 2022, the unaudited cash balance of the Company was US$4
million.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Announcement Launch of ABB 4.30 p.m on 18 May
Announcement of Result of ABB approx. 7.00 am on 19 May
Record date of Open Offer 6:30 pm on 19 May
Ex-entitlement date for Open Offer 7.00 am on 20 May
Posting of Circular, Form of Proxy and Application Form 23 May
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 am on 24 May
stock accounts of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4.30pm on 27 May
entitlements from CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00pm on 30 May
Latest time and date for splitting application forms (to satisfy bona fide 3.00 pm on 31 May
market claims only)
Latest time and date for receipt of Open Offer application forms and payment 11.00 am on 6 June
in full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Announcement of results of Open Offer 7 June
Latest time and date for receipt of Forms of Proxy and CREST voting 2.00 pm on 8 June
instructions
General Meeting 11.00 am 10 June
Announcement of results of General Meeting Following General Meeting on 10 June
Admission of New Ordinary Shares 8.00 am 13 June
New Ordinary Shares credited to CREST Members' accounts in respect of the 13 June
Placing Shares and Open Offer Shares
Dispatch of definitive share certificates in certified form in respect of the By 20 June
Placing Shares, Subscription Shares and Open Offer Shares
Notes
1. Each of the times and dates set out in the above timetable and
mentioned in this Announcement are subject to change by the Company (with the
agreement of the Joint Bookrunners), in which event details of the new times
and dates will be notified to London Stock Exchange plc and the Company will
make an appropriate announcement to a Regulatory Information Service.
2. References to times in this Document are to London time (unless
otherwise stated).
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 ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") THE UNITED STATES (OR
TO ANY U.S. PERSON), 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 THE UNITED KINGDOM, WHO (i) HAVE BEEN
SELECTED BY THE JOINT BOOKRUNNERS 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 ARTICLE 2 OF THE PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND AS RETAINED
AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE
"PROSPECTUS REGULATION"); OR (B) ARE OTHERWISE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) 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 Joint Bookrunners (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.
This announcement and appendix do not constitute an offer to sell or issue or
a solicitation of an offer to buy or subscribe for Placing Shares in any
member state of the EEA. The Placing Shares will not be lodged with or
registered by any applicable body or security exchange of any member state of
the EEA. No prospectus or other form of offer document has been or will be
prepared in connection with the Placing or has been or will be approved by any
competent authority of a member state of the EEA.
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 3(2) of
the Prospectus Regulation, any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in the United Kingdom, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each such proposed offer or
resale; and
3. it is not in the United States and it is not acting for the account or
benefit of a person in the United States or any U.S. Person.
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgments and undertakings.
The Joint Bookrunners do 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 UK MiFID II Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by 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 Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of 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, 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), any
member state of the EEA, 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 person (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, and not
to or for the account or benefit of any U.S. Person, in reliance on Regulation
S under the U.S. Securities Act. 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, re-sold, taken up, pledged, transferred, delivered
or distributed, directly or indirectly, within the United States, or to or for
the account or benefit of any U.S. Person, except in compliance with an
exemption from the registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. None of the Placing Shares has been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other United States
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement, the Circular or any other document related to the Placing. Any
representation to the contrary is a criminal offence in the United States. No
public offering of the Placing Shares or any other securities is being made in
the United States or to U.S. Persons. No money, securities or other
consideration from any person inside the United States or other U.S. Person is
being solicited pursuant to this Announcement, the Placing, or the Bookbuild
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, or to or for the account or benefit of any U.S.
Person.
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. 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 Joint
Bookrunners and the Company.
1.2 The Company also intends to conduct an open offer to
raise gross proceeds of up to US$4 million (approximately £3.2 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 13 June 2022
at the Issue Price (the "Open Offer" and, together with the Placing and
Subscription, the "Fundraising").
1.3 The Company has appointed Cenkos Securities plc
("Cenkos") and Peel Hunt LLP ("Peel Hunt") as joint brokers in respect of the
Placing and Open Offer (together, the "Joint Bookrunners", and each, a "Joint
Bookrunner").
1.4 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 Joint
Bookrunners.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between the Joint Bookrunners and the Company
following completion of the bookbuild being conducted by the Joint Bookrunners
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 Joint Bookrunners and
Company may agree, in any other jurisdiction) by the respective Joint
Bookrunner (or their broker dealers or their 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
Joint Bookrunners or their 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 19 May 2022 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners 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 Joint Bookrunners may choose to allocate Placing
Shares at their 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 they may determine. The Joint Bookrunners 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.
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 respective
Joint 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 13 June 2022 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of their affiliates, agents,
directors, officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Joint Bookrunners as defined in the FSMA
((b) and (c) being together "affiliates" and individually an "affiliate" of
the Joint Bookrunners), (d) any person acting on behalf of the Joint
Bookrunners, 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
Joint Bookrunners nor any of their respective 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 Joint
Bookrunners and the Company may agree.
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 13 June 2022
and that dealings in the Placing Shares, Subscription Shares and Open Offer
Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 18 May 2022, the Company and each of the Joint
Bookrunners 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, each of the Joint
Bookrunners has agreed to use their respective reasonable endeavours to place
the Placing Shares with prospective Purchasers.
4.2 The Joint Bookrunners' 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
Fundraise Resolutions (as defined below) is sent to shareholders by no later
than 23 May 2022;
(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 (the "Fundraise
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 8.00 a.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 Joint Bookrunners;
(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 13
June 2022 or such later date as the Company and the Joint Bookrunners may
otherwise agree but not being later than 8.00 a.m. on 29 July 2022;
(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 Joint Bookrunners by the
respective time or date where specified (or such later time or date as the
Company and the Joint Bookrunners 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 Joint Bookrunners may, at their absolute discretion
and upon such terms as they think 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 Joint Bookrunners 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 Joint Bookrunners.
4.6 Each of the Joint Bookrunners 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 Joint Bookrunners 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 Joint 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 a Joint Bookrunner of any right
of termination or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of that Joint 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. RELATIONSHIP OF THE JOINT BOOKRUNNERS
6.1 The obligations of each Joint Bookrunner in connection
with the Placing and Open Offer (including any payment obligation) are
several, and not joint, nor joint and several. A right of a Joint Bookrunner
in connection with the Placing and Open Offer (including any rights under the
Placing and Open Offer Agreement) is held by that Joint Bookrunner severally
and each Joint Bookrunner may exercise its rights, powers and benefits in
connection with the Placing and Open Offer separately and individually.
6.2 A Joint Bookrunner will not be responsible for the
performance obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions taken,
omissions of or advice given by the other Joint Bookrunner. Any breach,
non-performance or default by a Joint Bookrunner will not constitute a breach,
non-performance or default of the other.
6.3 Nothing contained or implied hereby or by acceptance of
the Placing or Open Offer constitutes a Joint Bookrunner acting as the
partner, agent or representative of the other Joint Bookrunner for any purpose
or creates any partnership, agency or trust between the Joint Bookrunners, and
no Joint Bookrunner has any authority to bind another Joint Bookrunner in any
way.
6.4 Neither of the Joint Bookrunners will be liable for any
loss, damage or claim arising out of the actions taken or advice given by the
other Joint Bookrunner. In addition, the rights of a Joint Bookrunner and
the Beneficiaries (as defined below) in respect of that Joint Bookrunner under
the representations, warranties, acknowledgements and undertakings set out
below will in no way be affected by the actions taken or alleged to have been
taken or advice given or alleged to have been given by the other Joint
Bookrunner or its Beneficiaries.
7. 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 Joint Bookrunners in accordance with all relevant
legal requirements.
8. NO PROSPECTUS
8.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") 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.
8.2 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 Joint
Bookrunners or any other person and none of the Company or the Joint
Bookrunners 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 Joint Bookrunners, 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 Joint Bookrunners
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.
9. REGISTRATION AND SETTLEMENT
9.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment basis within
the CREST system administered by Euroclear UK and International Limited
("CREST").
9.2 The Company will (or will procure its registrar or
transfer agent to) deliver the Placing Shares to CREST accounts operated by
the respective Joint Bookrunner for the Company and the Joint Bookrunners 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.
9.3 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 Joint Bookrunners with funds sufficient to purchase
such securities prior to the Closing Date.
9.4 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.
9.5 Subject to the passing of the Fundraise Resolutions, it
is expected that settlement will take place on or about 13 June 2022 in CREST
in accordance with the instructions set out in the conditional trade
confirmation.
9.6 The Company reserves the right to require settlement for
and delivery of the Placing Shares (or a portion thereof) to any Purchaser in
any form it requires if, in the Joint Bookrunners' 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.
9.7 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 respective Joint Bookrunner.
9.8 If Placing Shares 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
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.
9.9 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.
10. REPRESENTATIONS AND WARRANTIES
10.1 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 Joint Bookrunners and the respective
officers, employees and advisers of the Company and of each of the Joint
Bookrunners, 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; 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 by the
FCA in the United Kingdom under section 87A of Financial Services and Markets
Act 2000 (the "FSMA"); 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) 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 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 for the purposes
of section 102B FSMA;
(c) if it is in a jurisdiction outside the United Kingdom,
it is a person to whom the Placing or an invitation to subscribe for the
Placing Shares 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 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;
(d) without prejudice to paragraph (c) 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;
(e) it (and any account for which it is purchasing) (i) is
not a U.S. Person, (ii) is outside the United States, (iii) is acquiring the
Placing Shares in an offshore transaction (as this term is used in Regulation
S), (iv) 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, and (v) agrees that it will not offer,
sell, re-sell, take up, pledge, transfer, deliver or distribute any Placing
Shares in the United States except in compliance with an exemption from the
registration requirements of the U.S. Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States;
(f) it (and any account for which it is purchasing) (i)
acknowledges that it has not acquired the Placing Shares as a result of any
directed selling efforts (as this term is used in Regulation S) or any general
solicitation or general advertising (as these terms are used in Regulation D
under the U.S. Securities Act), including advertisements, articles, notices or
other communications published in any newspaper, magazine or similar media, or
broadcast over radio, Internet or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising,
(ii) is not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the U.S. Securities Act, and (iii)
will not distribute, forward, transfer or otherwise transmit this Announcement
or any part of it, or any other presentational or other materials concerning
the Placing (including electronic copies thereof), in or into the United
States or to or for the account of any U.S. Person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any such person;
(g) time shall be of the essence as regards obligations
pursuant to this Appendix;
(h) unless otherwise specifically agreed in writing with the
Joint Bookrunners, neither it nor the beneficial owner of such Placing Shares
is or will be a resident of, or subject to the laws of any member state of the
EEA, the United States, Australia, Canada, Japan, New Zealand or the Republic
of South Africa, or will otherwise be considered a U.S. Person;
(i) the Placing Shares have not been and will not be
registered under the securities legislation of any member state of the EEA,
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;
(j) 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);
(k) 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 in order to implement the restrictions on transfer set
forth and described above;
(l) 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;
(m) 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;
(n) 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;
(o) 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 and, in particular, neither the Purchaser nor any other person
for whose account it is purchasing the Placing Shares has any intention to
distribute either directly or indirectly any of the Placing Shares in the
United States or to or for the account of any U.S. Person;
(p) 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;
(q) 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
Joint Bookrunners, on request, whether before or after the Closing Date, with
evidence of such compliance;
(r) 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 Joint Bookrunners responsible for any misstatements in, or
omissions from, any publicly available information concerning the Company;
(s) 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 and the Company;
(t) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing of any
Placing Shares;
(u) it has not relied on any investigation that any
Beneficiary may have conducted with respect to the Placing Shares or the
Company. No Beneficiary has made any representation to it, express or
implied, with respect to the Placing Shares or the Company;
(v) 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;
(w) it acknowledges that an investment in the Placing Shares
involves a degree of risk;
(x) 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 for the accuracy or completeness
of any information given to it in connection with the Placing;
(y) it acknowledges and agrees that it will accept the
decisions and actions of the Joint Bookrunners and/or the Company in respect
of the Placing and the acceptance of any Placing of Placing Shares does not
oblige the Joint Bookrunners 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;
(z) it has been independently advised as to any resale
restrictions under applicable securities laws in its own jurisdiction;
(aa) it acknowledges and agrees that if a Joint 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 such Joint
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);
(bb) 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;
(cc) 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;
(dd) 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;
(ee) the exercise by the Joint Bookrunners of any right of
termination or any right of waiver exercisable by them contained in the
Placing and Open Offer Agreement, without limitation, the right to terminate
the Placing and Open Offer Agreement, is within their absolute discretion and
no Joint Bookrunner will have any liability to any Purchaser whatsoever in
connection with any decision to exercise or not exercise any such rights;
(ff) 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;
(gg) no offer document or prospectus has been, or will be,
prepared in connection with the Placing and it represents and warrants that it
has not received a prospectus or other offer document in connection therewith;
(hh) 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;
(ii) none of the Joint Bookrunners or the Company nor any
of their affiliates nor any person acting on behalf of any of them has
provided, and will not provide it, with any material regarding the Placing
Shares or the Company or any other person other than this Announcement; nor
has it requested any of the Joint Bookrunners or the Company nor any of their
affiliates or any person acting on behalf of any of them to provide it with
any such information;
(jj) the content of this Announcement is exclusively the
responsibility of the Company and none of the Joint Bookrunners nor any person
acting on their 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 Joint Bookrunners and
furnished by the Joint Bookrunners 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 either of the Joint
Bookrunners or the Company and none of the Joint Bookrunners 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;
(kk) 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 Joint Bookrunners 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;
(ll) 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 Joint
Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, reject an application for
Placing Shares in which event all funds delivered by such Purchaser to the
Joint Bookrunners (if any) will be returned without interest to the account of
the drawee bank from which they were originally debited;
(mm) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Regulation, any Placing Shares acquired by it
in the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom to Qualified Investors,
unless the Joint Bookrunners have given prior consent to such proposed offer
or resale;
(nn) 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);
(oo) 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;
(pp) it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares 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;
(qq) 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
Joint Bookrunners 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;
(rr) 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 none of the Joint Bookrunners 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 Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to the account of the Joint
Bookrunners who will hold them as nominee on behalf of such Purchaser until
settlement in accordance with its standing settlement instructions;
(ss) the Company and the Joint Bookrunners 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 each of the Joint Bookrunners on their own behalf and on behalf
of the Company and are irrevocable;
(tt) it will indemnify and hold the Company and the Joint
Bookrunners 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 Joint
Bookrunners 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;
(uu) 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 Joint
Bookrunners. 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 Joint Bookrunners 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 Joint
Bookrunners accordingly;
(vv) no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public offering of
the Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
(ww) 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;
(xx) the Joint Bookrunners or any of their affiliates may, at
their absolute discretion, agree to become a Purchaser in respect of some or
all of the Placing Shares;
(yy) when a Purchaser or person acting on behalf of the
Purchaser is dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners 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;
(zz) 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 relevant Joint Bookrunners' money in
accordance with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business; and the Purchaser will rank only
as a general creditor of the Joint Bookrunner;
(aaa) it acknowledges that all times and dates in this Announcement
may be subject to amendment and the Joint Bookrunners shall notify the
Purchasers and any person acting on behalf of the Purchasers of any changes;
(bbb) that past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser;
(ccc) all obligations entered into by the Purchaser pursuant
hereto with the Joint Bookrunners are entered into with them as agent for the
Company and are therefore enforceable directly by the Company;
(ddd) 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;
(eee) 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
(fff) it irrevocably appoints any director of either of the Joint
Bookrunners 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 Joint Bookrunners 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.
11. 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.
12. 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:
Admission means admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules.
AIM means the AIM market of London Stock Exchange plc.
AIM Rules means the AIM rules for companies published by London Stock
Exchange plc.
Anchois means the gas discovery containing audited 2C contingent resources of
361 Bcf, located in the Company's Lixus Offshore Licence, Morocco.
Anchois Gas Development means the development of the Anchois gas discovery,
located in the Company's Lixus Offshore Licence
Joint Bookrunner means Cenkos Securities Plc and Peel Hunt LLP.
Bcf means billion cubic feet.
Bookbuild means an accelerated process conducted by the Joint Bookrunners to
determine demand for participation in the Placing by Placees.
Cenkos means Cenkos Securities plc, acting as Joint Bookrunner in connection
with the Placing.
Chariot Morocco means Chariot Oil & Gas Holdings (Morocco) Limited
Circular means the circular, expected to be published by the Company on or
about 23 May 2022, 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 being on or around 13 June 2022.
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 a relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the Operator (as defined in the CREST
Regulations).
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.
EEA means The European Economic Area.
Essakane project means the project to supply 15MW solar PV power as part of a
hybrid solar-thermal power solution to the Essakane gold mine in Burkina Faso.
The Company, through its acquisition of AEMP, holds 10% per cent. of the
Essakane Project.
EU means the European Union.
Euroclear means Euroclear UK & International Limited.
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.
Existing Ordinary Shares means the 827, 071, 815 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 the United Kingdom means Financial Conduct Authority.
FSMA means Financial Services and Markets Act 2000.
Fundraise Resolutions means the Resolutions numbered 1 and 3 in the Notice of
General Meeting, relating to the Fundraising.
Fundraising or Fundraise means the Placing, Subscription and the Open Offer.
GSA means gas sales agreement.
Group means the group of which the Company is the parent.
Issue Price means 18 pence per New Ordinary Share.
London Stock Exchange means London Stock Exchange plc.
MAR means 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 (as amended).
New Ordinary Shares means the Placing Shares, Subscription Shares and the
Open Offer Shares, or any of them.
Notice of General Meeting means the notice of the General Meeting included
within the Circular.
NPV means net present value.
Open Offer means the conditional invitation proposed to be made by the Company
to Qualifying Shareholders to subscribe for the Open Offer Shares.
Open Offer Shares means up to 17,597,272 new Ordinary Shares which are to be
the subject of the Open Offer.
Ordinary Shares means ordinary shares of 1 penny each in the capital of the
Company.
Peel Hunt means Peel Hunt LLP, acting as Joint Bookrunner in connection with
the Placing.
Placees means the institutional investors participating in the proposed
Placing.
Placing means the proposed placing by the Joint Bookrunners as agents for the
Company, of the Placing Shares at the Issue Price on a non-pre-emptive basis,
on the terms and conditions set out in the Placing and Open Offer Agreement.
Placing and Open Offer Agreement means the agreement to be entered into
between the Company, Cenkos and Peel Hunt in connection with the Placing and
the Open Offer.
Placing Shares means new Ordinary Shares which may, pursuant to the Placing,
be allotted and issued fully paid up at the Issue Price and admitted to
trading on AIM.
Prospectus Regulation means the UK version of Regulation (EU) No 2017/1129 of
the European Parliament and of the Council of 2017 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018.
Qualifying Shareholders means Shareholders on the register of members of the
Company as at the Record Date, excluding certain overseas Shareholders (as
further described in the Circular).
Record Date means 6.30 pm on 19 May 2022.
Registrar means Link Group, the registrar to the Company.
Regulation S means Regulation S under the U.S. Securities Act.
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions set out in the Notice of General Meeting,
including the Fundraise Resolutions.
RNS means the regulatory information service approved by London Stock
Exchange plc for the distribution of AIM announcements.
Shareholders means holders of Ordinary Shares.
Subscription means the proposed subscription for the Subscription Shares at
the Issue Price by certain Directors and other investors.
Subscription Shares means the new Ordinary Shares which may, pursuant to the
Subscription, be allotted and issued fully paid up at the Issue Price and
admitted to trading on AIM.
Total Eren means Total Eren S.A.
United Kingdom or UK means United Kingdom of Great Britain and Northern
Ireland.
United States or US means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.
U.S. Person has the meaning given to such term in Regulation S.
U.S Securities Act means the United States Securities Act of 1933, as amended.
All references in this announcement to "£", "pence" or "p" are to the lawful
currency of the United Kingdom. All references to "USS" or "$" are to the
lawful currency of the United States.
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