REG - Chariot Limited - Proposed Placing, Subscription and Open Offer
02/12/2021 16:35
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RNS Number : 4338U Chariot Limited 02 December 2021
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,
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")
2 December 2021
Proposed Placing, Subscription and Open Offer to raise up to approximately
US$11.0 million (£8.2 million)
Chariot (AIM: CHAR), the African focused transitional energy company, is
pleased to announce its intention to undertake a fundraising of up to
approximately US$11.0 million (£8.2 million) before expenses by way of a
placing (the "Placing") and a direct subscription (the "Subscription") of up
to approximately US$9.0 million (£6.7 million) in aggregate, and an open
offer (the "Open Offer") of up to US$2.0 million (£1.5 million) (the Placing,
Subscription and Open Offer together being the "Fundraising"). Pursuant to the
Fundraising, the Company will issue up to an estimated 117,000,000 new
Ordinary Shares at an issue price of 7 pence per share (the "Issue Price").
The Placing will be effected 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 the Bookrunner and the Company. The results
of the Placing and Subscription will be announced as soon as practicable after
the close of the Bookbuild.
As part of the Fundraising, the Company proposes to raise up to US$2.0 million
(£1.5 million) by the issue of New Ordinary Shares pursuant to an Open Offer
to Qualifying Shareholders at the Issue Price.
Update on Drilling Operations
Following the fundraise in June 2021 to drill the Anchois-2 appraisal well,
the Stena Don drilling rig has now commenced its mobilisation to Morocco.
Drilling operations, in respect of the Anchois Gas Development, within the
Lixus licence, offshore Morocco are anticipated to commence in mid-December
2021.
Highlights:
· Fundraising to raise gross proceeds of up to approximately US$11.0
million (£8.2 million);
· Open Offer on the basis of 1 Open Offer Share for every 30 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$1.5 million (£1.1
million), of which Adonis Pouroulis intends to subscribe for approximately
$1.4 million (£1.0 million);
· The net proceeds of the Fundraise will be used to:
o Re-enter the Anchois-1 discovery well as an additional value-accretive
work opportunity capitalising on a low-cost rig rate secured for the Anchois-2
appraisal campaign, due to spud in December 2021, offshore Morocco;
o Finalise negotiations of gas sales agreements and financing to unlock
Final Investment Decision on Anchois;
o Progress new ventures on debt fundable, material producing gas assets
focused on Africa;
o Fund a feasibility work programme on large-scale green hydrogen project in
Mauritania; and
o Progress the rapidly developing Transitional Power project pipeline under
recently expanded partnership with Total Eren.
· Following the close of the Bookbuild, the Company expects to send on
or about 7 December 2021, the Circular to Qualifying Shareholders, containing
full details of the Open Offer together with an Open Offer application form.
(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 Fundraising will not be underwritten by any party.
Chariot and Magna Capital LDA, a company of which Adonis Pouroulis, Acting CEO
of Chariot, is a substantial shareholder, have agreed to amend the terms of
the Underwriting Agreement entered into on 24 May 2021 to ensure the
Underwriting Commitment (as defined therein) of approximately $5.0 million
(£3.7 million) to subscribe in two tranches on or before 31 January and 28
February 2022 for new Ordinary Shares at the earlier issue price, remains in
place notwithstanding that the full proceeds of the Fundraising will be
receivable by the Company. The amended terms prevent the proceeds of the
Fundraising from reducing the amount of the Underwriting Commitment, as would
have been the case had the Underwriting Agreement not been amended.
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
Company has sufficient shareholder authority to allot the New Ordinary Shares
for cash on a non-pre-emptive basis.
The Placing and Subscription are conditional on First Admission, and the
Placing Agreement, details of which are set out below, becoming unconditional,
which is expected to take place on 15 December 2021. 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.
Assuming the Fundraising is allocated in full, the New Ordinary Shares will
represent approximately 18 per cent. of the Company's issued share capital
prior to the Fundraising. The Issue Price of 7 pence per New Ordinary Share
represents a discount of approximately 0.43 per cent. to the closing
mid-market price of 7.03 pence per Ordinary Share on 1 December 2021, being
the last trading day immediately preceding the date of this Announcement.
A timetable of principal events is set out in Appendix 1. The Placing is
subject to the terms and conditions set out in Appendix 2 to this
Announcement. Capitalised terms have the meaning set out in Appendix 3 to this
Announcement.
Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of Chariot, said:
"Chariot has made significant progress on the objectives we set for ourselves
earlier in the year. We are on the cusp of a pivotal drilling campaign in
Morocco, which gives us the opportunity to enhance the appraisal campaign on
the Anchois gas fields for relatively low incremental cost, potentially
advancing us towards the next phase of development. In addition, the
Transitional Power business is growing rapidly and we have brought in an
exciting new venture in green hydrogen which gives our stakeholders exposure
to a low cost entry level investment into an exciting and highly scalable
market. Once again, the Board maintains its alignment with shareholders, as
evidenced by the Directors of Chariot subscribing for a material portion of
the Fundraising. We are excited for drilling operations to get underway in the
coming days at Anchois and we look forward to keeping the market updated on
developments as appropriate."
Enquiries:
Chariot Limited +44 (0)20 7318 0450
Adonis Pouroulis, Acting CEO
Julian Maurice-Williams, CFO
finnCap (Nominated Adviser) +44 (0)20 7220 0500
Christopher Raggett, Simon Hicks, Edward Whiley
Cenkos Securities Plc (Bookrunner) +44 (0)20 7397 8900
Derrick Lee, Neil McDonald, Adam Rae (Corporate Finance)
Leif Powis (ECM)
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 Power.
Chariot Transitional Gas is a high value, low risk gas development project
with strong ESG credentials in a fast-growing emerging economy with a clear
route to early 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.
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.
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 - 1.34
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 Cenkos. Cenkos 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 Cenkos. 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, admission of the Placing 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
Andrew Hockey (the "Participating Directors") have indicated their intention
to invest approximately US$1.5 million (£1.1 million) in aggregate for
15,991,454 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 Andrew Hockey 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. The Subscription is conditional on 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 approximately US$2 million (£1.5 million) before
expenses by the issue of up to 21,224,102 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 30 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.
Background to and Reasons for the Fundraising
Transitional Gas
Earlier in the year, the Board outlined an opportunity to progress the
development of Anchois, offshore Morocco, at a relatively low cost due to the
robust availability of rigs. We are pleased to report back to shareholders on
a very busy and successful contract execution phase that has resulted in
securing both the Stena Don semi-submersible rig and the appointment of
Halliburton for well services, meaning the Group is on track as planned to
spud the Anchois-2 appraisal well in December 2021.
The Board is looking ahead to the next phase in fast-tracking the development
and see an opportunity to use the team in place for an extended work scope to
re-enter the original Anchois-1 discovery well. This re-entry operation has
the objectives of initially assessing the integrity of the well, and if
successful, in evaluating the productivity and gas characteristics
(composition and pressure) of the A Sand and, ultimately, confirming
Anchois-1's candidacy as a 2nd optimised producer well location (in addition
to Anchois-2), to be suspended for future use.
In parallel to the drilling operations, Chariot announced on 25 October 2021
the signing of a Memorandum of Understanding ("MoU") with a leading
international energy group for future gas sales agreements for c.40 million
standard cubic feet per day for up to 20 years on a take or pay principle, to
underpin the development of the Anchois gas discovery, located in the
Company's Lixus Offshore Licence ("Anchois Gas Development"). This was a major
step forward in demonstrating significant gas demand, and pending the results
of drilling, the next commercial steps will be negotiation to complete gas
sales agreements in 2022 and lead in to the final investment decision. As
previously outlined, a base case development of Anchois with a 70 million
standard cubic feet per day plateau production rate from the 2C 361 billion
cubic feet contingent resource would deliver NPV 10 of US$500 million and an
unlevered internal investment rate in excess of 30 per cent. The Board is
cognisant of the current demand pressures on the supply of gas and will
continue to look at ways to market surplus Anchois volumes to the gas hungry
European market.
The Board intends to retain flexibility in the Group's operations to move
quickly to capitalise on the highly anticipated results of the drilling, and
continues to assess new ventures with a focus on material undervalued
producing gas assets with the ability for debt financing in line with our
strategy and values.
Transitional Power
Since the acquisition and integration of the new Transitional Power business
stream in the first half of 2021, the Company has progressed and expanded the
pipeline of projects under partnership with Total Eren, as well as entering
into the Green Hydrogen industry.
As announced in September 2021, Chariot has signed a 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 very 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,
leveraging our network on the African continent and providing an investment
opportunity for shareholders into highly scalable markets. The funds raised
pursuant to the Placing and Subscription will be used to initiate the project
with a pre-feasibility and feasibility study and, given its large scale,
conduct a partnering process with the objective to form a world-class
consortium.
The Transitional Power team's core business of developing wind and solar
projects for mining clients in Africa continues to grow. Chariot has a 10 per
cent. stake in the operational Essakane solar project of 15 Megawatts in
Burkina Faso and a rapidly developing pipeline of renewable and hybrid energy
projects of more than 500 Megawatts across the African continent. In November
2021, key terms were agreed that strengthen the strategic partnership between
Chariot and Total Eren from 1 January 2022, extending the partnership for
three years with the option to extend for a further two years, with Chariot
having the right to invest between 15% and 49% into the co-developed projects
as well as acknowledging the ambition of both Chariot and Total Eren to
collaborate on other non-mining energy projects and transactions in Africa.
Use of Proceeds
The Company is proposing to use the net proceeds of the Placing and
Subscription as follows:
Re-entry of the Anchois-1 discovery well, finalise GSA negotiations and US$7.0 million (£5.2 million)
progress New Ventures
Green hydrogen project pre-feasibility and feasibility studies, partnering; US$2 million (£1.5 million)
Development of the rapidly progressing pipeline with Total Eren and further
strategic partnering
Total US$9 million (£6.7 million)
Any funds raised through the Open Offer will be used to supplement the Group's
working capital.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Announcement Launch of ABB 4.30 p.m on 2 December
Announcement of Result of ABB approx. 7.00 am on 3 December
Record date of Open Offer 6:30 pm on 3 December
Ex-entitlement date for Open Offer 7.00 am on 6 December
Posting of Circular and Application Form 7 December
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 am on 8 December
stock accounts of Qualifying CREST Shareholders in CREST
First Admission (of the Placing Shares and Subscription Shares) 15 December
New Ordinary Shares credited to CREST Members' accounts in respect of the 15 December
Placing Shares and Subscription Shares
Latest recommended time and date for requesting withdrawal of Open Offer 4.30pm on 15 December
entitlements from CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00pm on 16 December
Latest time and date for splitting application forms (to satisfy bona fide 3.00 pm on 17 December
market claims only)
Latest time and date for receipt of Open Offer application forms and payment 11.00 am on 21 December
in full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Announcement of results of Open Offer 22 December
Dispatch of definitive share certificates in certified form in respect of the 22 December
Placing Shares and Subscription Shares
Second Admission (of the Open Offer Shares) 23 December
New Ordinary Shares credited to CREST Members' accounts in respect of the Open 23 December
Offer Shares
Dispatch of definitive share certificates in certified form in respect of the Week commencing 27 December
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 Cenkos), 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 CENKOS 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, Cenkos 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 Cenkos 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 Cenkos will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and undertakings. Cenkos does not
make any representation to the Purchasers regarding an investment in the
Placing Shares referred to in this Announcement.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook and in particular the Product Intervention and Product
Governance Sourcebook and any other UK domestic legislation and measures which
implement EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II (together, the "UK MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in 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, Cenkos 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 the London Stock Exchange.
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"). 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 Cenkos and the Company.
1.2 The Company also intends to conduct an open offer to
raise gross proceeds of up to US$2 million (approximately £1.5 million). The
new ordinary shares of £0.01 nominal value each (the "Open Offer Shares") are
expected to be issued on 23 December 2021 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") as broker in respect of the Placing and Open Offer.
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 Cenkos.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between Cenkos and the Company following
completion of the bookbuild being conducted by Cenkos to determine demand for
participation in the Placing and the Issue Price. 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 Cenkos and Company may agree,
in any other jurisdiction) by Cenkos (or its broker dealers or its 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
Cenkos or its agents may in their absolute discretion require and in that
event the terms and conditions set out in such letter of confirmation and
registration or other form shall apply to the exclusion of this Appendix.
2.5 The Bookbuild is expected to close no later than 7.00 am
on 3 December 2021 but may be closed earlier or later at the discretion of
Cenkos. Cenkos 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 Cenkos may choose to allocate Placing Shares at its
discretion (in consultation with the Company) and may scale down any bids for
Placing Shares made by prospective Purchasers for this purpose on such basis
as it may determine. Cenkos 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 Cenkos, 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 15 December 2021 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of its affiliates, agents, directors,
officers, employees, (c) to the extent not contained within (a) or (b), any
person connected with Cenkos as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Cenkos), (d) any
person acting on behalf of Cenkos, 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 Cenkos nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as Cenkos 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/or Open Offer Shares (as applicable).
3.2 Application will be made to the London Stock Exchange
plc for admission to trading of the New Ordinary Shares on AIM
("Admission"). It is anticipated that First Admission will become effective
on or around 15 December 2021 and that dealings in the Placing Shares and
Subscription Shares will commence at that time, and Second Admission will
become effective on or around 23 December 2021 and that dealings in the Open
Offer Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 2 December, the Company and Cenkos 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, Cenkos has agreed to use its reasonable endeavours to place
the Placing Shares with prospective Purchasers.
4.2 Cenkos' obligations under the Placing and Open Offer
Agreement in respect of the Placing Shares and Open Offer Shares are
conditional, inter alia, on:
(a) 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
First Admission;
(b) 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 Cenkos;
(c) the Company allotting, subject only to First
Admission, the Placing Shares in accordance with the Placing and Open Offer
Agreement;
(d) First Admission taking place not later than 8.00 a.m. on
15 December 2021 or such later date as the Company and Cenkos may otherwise
agree but not being later than 8.00 a.m. on 14 January 2022; and
(g) 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 Cenkos by the respective time or
date where specified (or such later time or date as the Company and Cenkos 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 Cenkos may, at its absolute discretion and upon such
terms as it thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing and Open Offer Agreement save that
the conditions relating to First Admission and the allotment and issue of the
Placing Shares (subject only to First Admission) 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 Cenkos 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 Cenkos' absolute discretion.
4.6 Cenkos is entitled, at any time before First 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 Cenkos in the Placing and Open Offer Agreement, the
failure of the Company to comply with obligations under the Placing and Open
Offer Agreement, or an event has occurred which, in the opinion of Cenkos
(acting in good faith), constitutes or is likely to cause a material adverse
change or on the occurrence of certain force majeure events. Following First
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 Cenkos of any right of
termination or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of Cenkos, and that it need not make
any reference to Purchasers and that it shall have no liability to Purchasers
whatsoever in connection with any such exercise.
5. NO UNDERWRITING
The Fundraising is not being underwritten by any party.
6. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Purchaser and does not constitute an offering
to any other person or to the public. A Purchaser may not assign, transfer,
or in any other manner, deal with its rights or obligations under the
agreement arising from the acceptance of the Placing, without the prior
written agreement of Cenkos in accordance with all relevant legal
requirements.
7. NO PROSPECTUS
7.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") in relation to the
Placing, and a Purchaser's commitments will be made solely on the basis of the
information contained in the Announcement released by the Company today which
this Appendix forms part of.
7.2 Each Purchaser, by making an offer to subscribe for
Placing Shares, agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or Cenkos or any
other person and none of the Company or Cenkos 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 Cenkos, 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
Cenkos make any undertaking or warranty to any Purchaser regarding the
legality of any investment in the Placing Shares by such Purchaser under any
legal, investment or similar laws or regulations. Each Purchaser should not
consider any information in this Announcement to be legal, tax or business
advice. Each Purchaser should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment basis within
the CREST system administered by Euroclear UK and Ireland Limited ("CREST").
8.2 The Company will (or will procure its registrar or
transfer agent to) deliver the Placing Shares to CREST accounts operated by
Cenkos for the Company and Cenkos will enter its delivery (DEL) instructions
into the CREST system. The input to CREST by each Purchaser of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Purchaser against payment.
8.3 Each Purchaser allocated Placing Shares in the Placing
will be sent a conditional trade confirmation stating the number of Placing
Shares and the subscription amount payable to be allocated to it and will be
required to provide Cenkos with funds sufficient to purchase such securities
prior to the Closing Date.
8.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of the Placing
Shares allocated to that Purchaser on such Purchaser's behalf and retain from
the proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Purchaser plus any interest due. The relevant
Purchaser will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Purchaser's behalf.
8.5 It is expected that settlement will take place on or
about 15 December 2021 in CREST in accordance with the instructions set out in
the conditional trade confirmation.
8.6 The Company reserves the right to require settlement for
and delivery of the Placing Shares (or a portion thereof) to any Purchaser in
any form it requires if, in Cenkos' or the Company's opinion, delivery or
settlement is not possible or practicable within CREST or would not be
consistent with the regulatory requirements of the Purchaser's jurisdiction.
8.7 Each Purchaser agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions that it
has in place with Cenkos.
8.8 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.
8.9 Interest is chargeable daily on payments to the extent
that value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Purchaser and prospective Purchaser (and each
person acting on its behalf) represents, warrants, acknowledges and undertakes
for the benefit of the Company, Cenkos and the respective officers, employees
and advisers of the Company and of Cenkos, 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
Cenkos, 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 Cenkos,
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 Cenkos 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 you 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 Cenkos and/or the Company in respect of the Placing
and the acceptance of any Placing of Placing Shares does not oblige Cenkos
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 Cenkos 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 Cenkos 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 Cenkos of any right of termination or any
right of waiver exercisable by it contained in the Placing and Open Offer
Agreement including, without limitation, the right to terminate the Placing
and Open Offer Agreement, is within its absolute discretion and Cenkos will
have no 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) neither Cenkos nor 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
Cenkos 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 Cenkos nor any person acting on its
behalf has or shall have any liability for any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company (except for any information or
statements relating solely to Cenkos and furnished by Cenkos 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 Cenkos
or the Company and neither Cenkos nor 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 Cenkos 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 Cenkos has not
received such satisfactory evidence, Cenkos may, in its absolute discretion,
reject an application for Placing Shares in which event all funds delivered by
such Purchaser to Cenkos (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 Cenkos has 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 Cenkos
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 Cenkos 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 Cenkos in respect of the same on the basis that the Placing Shares
will be allotted to the account of Cenkos who will hold them as nominee on
behalf of such Purchaser until settlement in accordance with its standing
settlement instructions;
(ss) the Company and Cenkos 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 Cenkos on their own behalf and on behalf of the Company and are
irrevocable;
(tt) it will indemnify and hold the Company and Cenkos 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, Cenkos 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 Cenkos. 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 Cenkos 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 Cenkos accordingly;
(vv) no action has been or will be taken by any of the Company,
Cenkos or any person acting on behalf of the Company or Cenkos 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) Cenkos or any of its affiliates may, at their absolute
discretion, agree to become a Purchaser in respect of some or all of the
Placing Shares;
(yy) when a Purchaser or person acting on behalf of the
Purchaser is dealing with Cenkos, any money held in an account with any of
Cenkos 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 Cenkos' money in accordance with the client
money rules and will be used by Cenkos in the course of its own business; and
the Purchaser will rank only as Cenkos' general creditor;
(aaa) it acknowledges that all times and dates in this Announcement
may be subject to amendment and Cenkos 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 Cenkos are entered into with Cenkos 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 Cenkos 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 Cenkos will rely upon the truth and
accuracy of the foregoing confirmations, representations, warranties,
acknowledgments, undertakings and agreements which are given by each Purchaser
(or persons acting on their behalf) and are irrevocable.
10. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares
(including the subscription amount payable) as confirmed to a Purchaser,
constitute the entire agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such terms must
be in writing.
11. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or
claim arising out of or in connection with the Placing or formation thereof
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England to
settle any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement (including the
Appendices), unless the context requires otherwise:
AIM means the AIM market of the London Stock Exchange.
AIM Rules means the AIM rules for companies published by the London Stock
Exchange.
Bookrunner means Cenkos Securities Plc.
Bookbuild means an accelerated process conducted by Cenkos to determine demand
for participation in the Placing by Placees.
Cenkos means Cenkos Securities plc, acting as broker in connection with the
Placing.
Circular means the circular, expected to be published by the Company on or
about 7 December 2021, in relation to the Placing, Subscription and Open
Offer.
Closing Date means the date upon which settlement of the Placing Shares is due
to take place being on or around 15 December 2021.
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.
EU means the European Union.
Euroclear means Euroclear UK & Ireland 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 636,723,079 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.
First Admission means admission of the Placing Shares and the Subscription
Shares to trading on AIM becoming effective in accordance with the AIM Rules.
FSMA means Financial Services and Markets Act 2000.
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 7 pence per New Ordinary Share.
London Stock Exchange means London Stock Exchange plc.
Magna means Magna Capital LDA, an entity of which Adonis Pouroulis is a
substantial shareholder.
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.
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 21,224,102 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.
Placees means the institutional investors participating in the proposed
Placing.
Placing means the proposed placing by Cenkos as agent 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 and Cenkos 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 3 December 2021.
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.
RNS means the regulatory information service approved by the London Stock
Exchange for the distribution of AIM announcements.
Second Admission means admission of the Open Offer Shares to trading on AIM
becoming effective in accordance with the AIM Rules.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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