REG - Chariot Limited - Proposed Placing, Subscription and Open Offer
19/07/2024 17:00
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RNS Number : 1643X Chariot Limited 19 July 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, JAPAN, RUSSIA, 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")
19 July 2024
Proposed Placing and Subscription to raise approximately US$6 million (£4.6
million)
and Open Offer to raise up to US$2 million (£1.5 million)
Chariot (AIM: CHAR), the Africa focused transitional energy company, is
pleased to announce its intention to undertake a fundraising by way of a
placing (the "Placing") and a direct subscription (the "Subscription") of, in
aggregate, approximately US$6 million (£4.6 million) net of expenses and an
open offer (the "Open Offer") of up to US$2 million (£1.5 million) (the
Placing, Subscription and Open Offer together the "Fundraising"). Pursuant to
the Fundraising, it is estimated that the Company will issue approximately
71,445,582 new Ordinary Shares pursuant to the Placing and the Subscription
and up to 23,815,194 new Ordinary Shares pursuant to the Open Offer, in each
case at an issue price of 6.5 pence per share (the "Issue Price").
The Placing will be conducted in accordance with the terms and conditions set
out in Appendix 2 to this announcement (this "Announcement") by way of an
accelerated bookbuild ("Bookbuild" or "ABB") at the Issue Price which will be
launched immediately following this Announcement. The timing of the closing of
the Bookbuild and the allocations are at the absolute discretion of Cavendish
Capital Markets Limited and Stifel Nicolaus Europe Limited (together, the
"Joint Bookrunners") and the Company. The results of the Placing and
Subscription will be announced as soon as practicable after the close of the
Bookbuild. The Placing is not being underwritten.
As part of the Fundraising, the Company proposes to raise up to US$2 million
(£1.5 million) by the issue of New Ordinary Shares pursuant to an Open Offer
to Qualifying Shareholders at the Issue Price.
Highlights:
· The net proceeds of the Fundraising will be used as follows in order
to:
o Strengthen the balance sheet to continue to progress and deliver value
from Chariot's portfolio of projects
o Secure a material new venture opportunity with multi-billion barrel
potential
o Progress onshore gas commercialisation plans in Morocco to build a gas to
industry supply
· As well as securing the new venture opportunity, other key near term
catalysts include the offshore drilling and testing of the Anchois-East well
in partnership with Energean which is expected to commence mid-August 2024
with the objective to unlock a final investment decision ("FID") on the
development, and a flow test on the gas discovery in the onshore Loukos
licence, also planned for Q3 2024.
· As part of the Subscription, certain Directors and senior managers of
the Company intend to subscribe for New Ordinary Shares for approximately US$1
million (£0.8 million), of which Adonis Pouroulis intends to subscribe for
approximately US$0.7 million (£0.5 million).
· Open Offer on the basis of 1 Open Offer Share for every 46 Existing
Ordinary Shares held(1).
· Following the close of the Bookbuild, the Company expects to send the
Circular, containing a notice of General Meeting, on or about 24 July 2024.
Full details of the Open Offer, a proxy form and (where applicable) an Open
Offer application form will also be included within, or sent with, the
Circular.
(1) In the event that the rate of British Pounds Sterling to United States
Dollars fluctuates significantly before the date of the Circular, the number
of Open Offer Shares issued may change.
Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot, said:
"Chariot has a number of key catalysts coming up over the next few months that
have the potential to transform the growth profile of the business. The next
step for our offshore acreage is the drilling and testing of the Anchois-East
well offshore Morocco, in partnership with Energean, which will commence
mid-August. With this multi-objective well we are looking to upscale the
development of the Anchois gas project by testing two undrilled gas sands with
the potential to increase the field resources by 60%, and to move to a Final
Investment Decision as quickly as possible. Our flow test at the OBA-1 well on
the Loukos licence planned in Q3 will also inform our forward programme
onshore, as we look to unlock and develop an early commercial opportunity
here, through our recently announced partnership with Vivo.
Concurrently, we are progressing with the financing of our Transitional Power
division which would provide a direct look-through valuation for this business
and importantly unlocks large-scale renewable projects in South Africa and
expansion of Etana, our electricity trading platform.
Beyond our existing portfolio, following the successful deal with Energean,
the Chariot team have been evaluating a number of material new venture
opportunities. We have identified a priority target which if successfully
secured, would bring material scale to our portfolio and we look forward to
providing updates on these developments as soon as we are able to."
The New Ordinary Shares issued pursuant to the Fundraising will be issued as
fully paid and will rank pari passu in all respects with each other and with
the Existing Ordinary Shares from their admission to trading on AIM.
The Fundraising is conditional, inter alia, upon the passing of the
Resolutions (as defined below) at the General Meeting, on admission of the New
Ordinary Shares to trading on AIM becoming effective and the Placing and Open
Offer Agreement not being terminated in accordance with its terms.
Shareholders should be aware that if the Resolutions are not approved at the
General Meeting, neither the Placing, the Subscription nor the Open Offer will
proceed.
Assuming the Open Offer is allocated in full and US$8 million is raised
pursuant to the Placing and Subscription, the New Ordinary Shares will
represent approximately 8.9 per cent. of the Company's issued share capital
prior to the Fundraising. The Issue Price of 6.5 pence per New Ordinary Share
represents a discount of approximately 13.3% to the closing mid-market price
of 7.5 pence per Ordinary Share on 18 July 2024, being the last trading day
immediately preceding the date of this Announcement.
Appendix 1 and Appendix 2 form part of this Announcement. A timetable of
principal events is set out in Appendix 1. Capitalised terms have the meaning
set out in Appendix 3 to this Announcement.
Enquiries:
Chariot Limited +44 (0)20 7318 0450
Adonis Pouroulis, CEO
Julian Maurice-Williams, CFO
Cavendish Capital Markets Limited (Nomad and Joint Bookrunner) +44 (0)20 7397 8900
Derrick Lee, Adam Rae (Corporate Finance)
Leif Powis (ECM)
Stifel Nicolaus Europe Limited (Joint Bookrunner) +44 (0) 20 7710 7760
Callum Stewart, Ashton Clanfield, Jason Grossman
Celicourt Communications (Financial PR) +44 (0)20 7770 6424
Mark Antelme, Jimmy Lea
NOTES FOR EDITORS:
About Chariot
Chariot is an Africa focused transitional energy group with three business
streams: Transitional Gas, Transitional Power and Green Hydrogen.
Chariot Transitional Gas is focused on high value, low risk gas development
projects in Morocco, a fast-growing emerging economy, with a clear route to
early monetisation, delivery of free cash flow and material exploration
upside.
Chariot Transitional Power is focused on providing competitive, sustainable
and reliable energy and water solutions across the continent through building,
generating and trading renewable power.
Chariot Green Hydrogen is partnering with TEH2 (80% owned by TotalEnergies,
20% by the EREN Group) and the Government of Mauritania on the potential
development of a 10GW green hydrogen project, Project Nour in Mauritania, and
is progressing pilot projects in Morocco.
The ordinary shares of Chariot Limited are admitted to trading on AIM under
the symbol 'CHAR'.
Background to and Reasons for the Fundraising
Chariot is an Africa-focused transitional energy group that is developing
scalable energy projects across its three business pillars: Transitional Gas,
Transitional Power and Green Hydrogen. Chariot's core focus is to generate
near term cash flows from its gas assets in order to return capital to
shareholders whilst continuing to build and develop its longer-term project
pipeline.
Transitional Gas
Within this pillar, Chariot is focused on the growth and commercialisation of
low-risk gas plays in Morocco that are ideally located to serve attractive
domestic and European markets. The Company's primary focus is to reach first
gas, generate revenues from the assets in this business and return capital to
shareholders.
Chariot has a significant footprint in Morocco having been a pioneer of the
exploration and development of its gas industry in recent years. Offshore,
Chariot holds material stakes in the Lixus and Rissana licences, where it is
developing the Anchois Gas discovery (located in the Lixus licence) in
partnership with Energean plc ("Energean"). Chariot also holds and operates
the adjacent onshore Loukos licence where it recently announced a gas
discovery in the OBA-1 well at the Dartois prospect. All licences are held in
partnership with the Office National des Hydrocarbures et des Mines ("ONHYM")
who hold a 25% interest.
Lixus and Rissana Offshore licences (Energean, Operator, 45% in Lixus and
37.5% in Rissana, Chariot 30% and 37.5% respectively, ONHYM 25% stake):
The Anchois Gas Development Project
Following the successful drilling of the Anchois-2 well in 2022, Chariot
materially increased the total recoverable resource potential (combination of
2C and 2U contingent and prospective resources) of the field to 1.4 Tcf,
completed an initial Front End Engineering and Design development plan, EIA
approval and secured a highly experienced partner to progress the development
of what is Morocco's largest gas discovery.
Having undertaken a competitive partnering process on its Moroccan offshore
acreage last year, Chariot announced the partnership with Energean on the
Lixus and Rissana licences in December 2023. Energean is a FTSE-250 company
with a strong track record in delivering similar offshore developments and
they acquired operatorship in April 2024 having received all the requisite
Moroccan approvals. The Chariot and Energean teams have been working closely
together on well planning and the partnership is very much aligned in its
strategy and focus to look to upscale the project from day one to monetise and
generate cashflows as quickly as possible.
A drilling and testing campaign is scheduled to commence in mid-August 2024.
The Anchois-East well will be a multi-objective well, encompassing an
appraisal of the discovered sands of the field, exploring deeper targets and
also carrying out a flow test on the main gas bearing sands. This well will be
suspended for use as a potential future producer and an optional second well
is also possible in Q4 2024. The overriding objective is to deliver a larger
development and work is already underway around expanding elements of the
original FEED that Chariot completed in 2023 whilst also progressing gas
commercialisation agreements. It is of note that a larger development would
result in a material increase in value but additional initial capex
requirements would be relatively small.
The subsea-to-shore development as planned includes three initial producer
wells, the existing Anchois-2 well, including the upcoming Anchois-East well
and potentially the optional second well so the work in this upcoming campaign
will significantly contribute to the first phase of the overall development
scheme.
Subject to a successful drilling outcome, the partnership is looking to reach
a final investment decision ("FID") as quickly as possible, for which a
further $15 million is payable to Chariot. Whilst the partnership is confident
of success, FID on Anchois is dependent on a range of factors which are
outside of the Company's control including results of the Anchois East
drilling, commercial negotiations on gas offtake, design and cost of
development scheme and financing, the outcomes of which are not certain. Any
potential delay in FID and its associated cash inflows would necessitate
appropriate management actions to mitigate.
Surrounding Anchois, Chariot has identified an attractive portfolio of
follow-on targets, which can be tied back directly into the development.
Further exploration is also planned in the Rissana licence where giant plays
have been mapped, with multi-Tcf potential locked up in deeper exploration
targets that will be the focus of future seismic acquisition.
Loukos Onshore Licence (Chariot, Operator, 75%, ONYHM, 25%)
Chariot was awarded the Loukos Onshore licence, directly adjacent to Chariot's
offshore acreage, in July 2023. The team planned and successfully executed a
two well drilling campaign within 10 months of licence award, completing this
safely, efficiently, on time and on budget in May 2024. The first well of this
campaign was the RKZ-1 well located on the Gaufrette prospect. The main target
was found on prognosis with thick intervals of reservoir exceeding pre-drill
expectations as well as multiple gas shows. The reservoir was mainly water
bearing however, likely due to a prospect specific trap failure, so this well
was deemed subeconomic.
The second target, the OBA-1 well which was drilled on the Dartois prospect,
was confirmed as a gas discovery. This targeted a different reservoir system
and trapping style and reported reservoir sands over a 200m interval with 70m
containing elevated resistivities and potential pays. A flow test is now being
planned for Q3 2024. Post well analysis is underway, integrating the drilling
data along with recently reprocessed 2D and 3D seismic and information from
previous discoveries on block. This rich data set, along with the flow test,
will all be incorporated to further understand the future exploration
potential of this area and forward work programme.
Future Gas Commercialisation
Chariot recently announced a gas commercialisation Heads of Terms agreement
with Vivo Energy which provides a direct route for offtake and the opportunity
to rapidly commercialise future production from Loukos. This agreement also
sets out the steps of building out a midstream partnership, providing both
parties exposure to an additional income stream.
Vivo Energy is a market-leading, pan-African retailer and distributor of
high-quality fuels and lubricants with a long-standing presence in Morocco's
petroleum products' sector. This agreement further leverages Chariot's
portfolio and upstream expertise and complements Vivo's existing customer base
and extensive knowledge of the industrial sector in country.
The Moroccan Gas Market
With its Moroccan licences, Chariot is perfectly positioned to supply directly
into a gas hungry energy market. Gas could be delivered from the offshore
directly into domestic power stations via the existing GME infrastructure
which is about 40km from the planned processing facility, as well as delivery
to industry from Chariot's onshore licence, initially via a virtual pipeline
trucking Compressed Natural Gas directly to industrial customers. Morocco, a
scalable market with growing industrial hubs, currently imports over 90% of
its energy and is heavily reliant on coal as its main source of fuel so lower
carbon, domestic gas is a valuable resource. Domestic offtake remains
Chariot's priority focus but there is also the opportunity to sell and pipe
surplus supply into the continent with direct access into Spain via the GME.
New Venture
The Company intends to try to secure a new multi-billion barrel opportunity in
licences adjacent to recent giant discoveries in Africa. This acreage is
located in a basin where Chariot has extensive operational and technical
expertise as well as a deep understanding of the exploration potential in
Namibia. Chariot currently holds a ten percent back in right in its previously
operated 2714A & B blocks offshore Namibia. Whilst there is no certainty
that the target acreage will be secured, Chariot is progressing this process
and further updates will be provided as required. Should Chariot secure the
new venture, it intends to partner as quickly as possible and use this
partnering process to fund further exploration and a drilling programme.
Transitional Power
Chariot Transitional Power is looking to provide competitive, sustainable,
power and reliable water solutions within Africa, with a focus on electricity
trading and renewable energy generation projects.
Electricity Trading Licence
Chariot now holds a 49% interest in Etana Energy (Pty) Limited ("Etana") which
has become a prominent part of the Transitional Power business. Etana is
developing an electricity trading business in South Africa which purchases
renewable electricity from many different wind and solar projects and
transmits this power via the national grid to a range of industrial, municipal
and commercial end users. Multiple Power Purchase Agreements ("PPAs") have
already been signed with some of the largest electricity offtakers in country
including Growthpoint, Autocast, Petra Diamonds and the V&A Waterfront in
Cape Town and progress is ongoing in respect of signing further offtake and
renewable generation PPAs. Chariot's involvement in Etana also unlocks the
Company's direct equity participation in several significant wind and solar
projects in South Africa, growing the business with high quality generation
assets.
Power to Mining and Water Projects
Within the power to mining project portfolio, Chariot is focused on providing
on site, lower carbon energy solutions to remote mine sites and is working
across a pipeline totalling 515MW of generation assets in conjunction with
their clients and Total Energies. Operations in Burkina Faso at Iamgold's
Essakane mine are performing well and the renewable projects under development
for Tharisa, First Quantum and Karo Mining continue to progress. Chariot's
water business is focused on delivering clean water solutions on the African
continent using renewable energy, with the pilot project in Djibouti operating
well and further opportunities under evaluation.
Update on Financing and Strategic Review
Management has been looking to secure financing for this division at the
subsidiary level to enable its ongoing growth and development of the division
with a recent focus on funding around the Etana Energy trading licence and
large-scale wind and solar generation assets in South Africa. Offers have been
received from a range of South Africa banks, South Africa focused investors
and other energy groups and the interest received to date validates the
considerable value that can be created in this business. Chariot anticipates
it will retain a material stake in this portfolio and the financing will
provide a third-party direct look-through valuation. Post completion of any
such funding, management will review all strategic options going forward and
further updates will follow as appropriate.
Other assets within the division that have a longer-term capital need will
also be financed at the subsidiary level in due course.
Green Hydrogen
Within its Green Hydrogen pillar, Chariot is building a portfolio of projects
that balance a mix of term production opportunities with long term
scalability. The flagship project, Project Nour, is the giga-scale project in
Mauritania, which Chariot is developing in partnership with TotalEnergies H2
(TEH2). In addition, various proof of concept projects are progressing, both
in Mauritania, with TEH2 looking to decarbonise the SNIM iron ore train, and
in Morocco, where testing of electrolyser capacity alongside Oort Energy and
UM6P is underway.
Project Nour spans two onshore areas totalling approximately 5,000km(2) in
northern Mauritania. The feasibility study completed in Q1 2024 further
demonstrated the viability of this project and confirmed that with up to 10 GW
of electrolysis installed, this could become one of the largest green hydrogen
projects globally. Working alongside TEH2's One Tech team, the partnership is
continuing to progress technical studies and the next step is to sign the
Investment Convention with Government which will then lead into the conceptual
stage. Management also continues to progress offtake discussions, with a focus
on domestic use for green steel production and green ammonia for export,
whilst also pursuing financing options at the subsidiary level.
In Morocco, the partnership with Oort Energy and UM6P continues to progress
the 1MW electrolysis pilot hosted at OCP's Jorf Lasfar complex, which will be
testing the electrolyser within this industrial setting.
Use of Proceeds
The Company is proposing to use the net proceeds of the Fundraising as
follows:
Strengthen the balance sheet to continue to progress and deliver value from US$2 million (£1.5 million)
Chariot's portfolio of projects
Secure a material new venture opportunity with multi-billion barrel potential US$2 million (£1.5 million)
Progress onshore gas commercialisation plans in Morocco to build a gas to US$2 million (£1.5 million)
industry supply
Total US$6 million
Any funds raised though the Open Offer will be used to supplement the Group's
working capital. As at 30 June 2024, the unaudited cash balance of the Company
was US$3.5 million.
IMPORTANT NOTICES
This Announcement contains forward-looking statements. These statements relate
to the Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this Announcement. No statement in this Announcement is intended
to constitute a profit forecast or profit estimate for any period. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
No offer document or prospectus has been, or will be, delivered to the
Financial Conduct Authority in relation to the Fundraising.
This Announcement, including the information contained herein, is for
information purposes only, is not intended to and does not constitute or form
part of any offer or invitation to purchase or subscribe for, underwrite, sell
or issue or the solicitation of an offer to purchase or subscribe for, sell,
acquire or dispose of the New Ordinary Shares or any other security
in Canada, Russia, Australia, the Republic of South Africa or Japan or
in any jurisdiction in which, or to persons to whom, such offering,
solicitation or sale would be unlawful.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Cavendish, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company as Joint Bookrunner for the
purposes of the Fundraising and is not acting for any other persons in
relation to it and accordingly will not be responsible to anyone else in
relation to the matters described in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Cavendish by
the FSMA or the regulatory regime established under it, Cavendish 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 Cavendish with respect to the accuracy or completeness of
this Announcement, or any part of it.
Stifel, which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for the Company as Joint Bookrunner for the purposes of
the Fundraising and is not acting for any other persons in relation to it and
accordingly will not be responsible to anyone else in relation to the matters
described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Stifel by the FSMA or the
regulatory regime established under it, Stifel 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 Stifel 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 - 1.2920
Details of the Placing
The Bookbuild process for the Placing will open with immediate effect. The
Placing is subject to the terms and conditions set out in Appendix 2 (which
forms part of this Announcement). The timing of the closing of the Bookbuild
is at the discretion of the Joint Bookrunners. The Joint Bookrunners and the
Company reserve the right to increase the amount to be raised pursuant to the
Placing, in their absolute discretion. The closing of the Bookbuild and the
final number of shares to be issued pursuant to the Placing will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares in
the capital of the Company, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights set out in the
Placing and Open Offer Agreement between the Company and the Joint
Bookrunners. Further details of the Placing and Open Offer Agreement can be
found in the terms and conditions of the Placing contained in Appendix 2 to
this Announcement. The Placing is not being underwritten by any party.
The Placing is conditional on, inter alia, the approval of Shareholders at the
General Meeting, admission of the Placing Shares and the Subscription Shares
to trading on AIM becoming effective and the Placing and Open Offer Agreement
not being terminated in accordance with its terms.
Details of the Subscription
Adonis Pouroulis, Andrew Hockey, George Canjar, Julian Maurice-Williams and
Duncan Wallace the "Participating Directors") have indicated their intention
to invest approximately US$4.6 million (£3.6 million) in aggregate for
8,124,552 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 three years and in equal instalments over the three years respectively
following completion of the Subscription.
As well as the Directors listed above, certain other investors have indicated
their intention to subscribe for New Ordinary Shares pursuant to the
Subscription at the Issue Price. Any Subscription would be conditional on the
Placing becoming unconditional in all respects, including admission of the
Placing Shares and the Subscription Shares to trading on AIM becoming
effective and the Placing and Open Offer Agreement not being terminated in
accordance with its terms. Any Subscription will be announced with the closing
of the Bookbuild.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company is further
proposing to raise up to US$2 million (£1.5 million) before expenses by the
issue of up to 23,815,194 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 46 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, in
reliance on Regulation S under the United States Securities Act of 1933, as
amended. The offer and sale of the Open Offer Shares have not been and will
not be registered under the U.S. Securities Act and, accordingly, the Open
Offer Shares may not be offered or sold, within the United States.
Notwithstanding the foregoing and any other provision of the Circular or the
Open Offer application form, the Company reserves the right to permit any
Qualifying Shareholder to apply for Open Offer Shares if the Company, in its
sole and absolute discretion, is satisfied that the transaction in question is
exempt from, or not subject to, the legislation or regulations giving rise to
the restrictions in question.
If a Qualifying Shareholder does not wish to apply for Open Offer Shares, he
should not complete or return the Open Offer application form or send a USE
message through CREST. In addition to dilution as a result of the Placing and
Subscription and any other Ordinary Shares issued in connection with the
Placing or Subscription, Shareholders who do not take up their full
entitlement of Open Offer Shares may be diluted as a result of the Open Offer.
General Meeting
The Placing, the Subscription and the Open Offer are each conditional, inter
alia, upon the passing of the Resolutions by Shareholders at the General
Meeting, to be held at the offices of Memery Crystal at 165 Fleet
Street, London, EC4A 2DY on 13 August 2024 at 11:00 a.m.
Further details on the background to and reasons for the Fundraising, along
with an explanation as to why the Board considers the Fundraising to be in the
best interests of the Company and Shareholders as a whole, are set out below.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Record date of Open Offer 6.30 p.m. on 22 July
Ex-entitlement date for Open Offer 7.00 a.m. on 23 July
Posting of Circular, Form of Proxy and Application Form 24 July
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 25 July
stock accounts of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4.30 p.m. on 5 August
entitlements from CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00 p.m. on 6 August
Latest time and date for splitting application forms (to satisfy bona fide 3.00 p.m. on 7 August
market claims only)
Latest time and date for receipt of Open Offer application forms and payment 11.00 a.m. on 9 August
in full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Latest time and date for receipt of Forms of Proxy and CREST voting 11.00 a.m. on 9 August
instructions
Announcement of results of Open Offer 12 August
General Meeting 11.00 a.m. on 13 August
Announcement of results of General Meeting Following General Meeting on 13 August
Admission of the New Ordinary Shares 8.00 a.m. on 14 August
New Ordinary Shares credited to CREST Members' accounts in respect of the 14 August
Placing Shares and Open Offer Shares
Dispatch of definitive share certificates in certified form By 21 August
Each of the times and dates above is subject to change. Any such change will
be notified by an announcement on a Regulatory Information Service. References
in this Announcement are to London time.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE PLACING AND
ASSOCIATED OPEN OFFER.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
EACH PURCHASER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO TAKE PART IN THE PLACING AND THIS
ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE PURPOSES OF INFORMATION ONLY AND
IS DIRECTED ONLY TO: (A) PERSONS IN MEMBERS STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) NO 2017/1129 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017) (THE "PROSPECTUS
REGULATION"); (B) PERSONS IN THE UNITED KINGDOM, WHO (i) HAVE BEEN SELECTED BY
THE JOINT BOOKRUNNERS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (ii) WHO, ARE "QUALIFIED INVESTORS"
WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS RETAINED AS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "UK
PROSPECTUS REGULATION"); OR (C) ARE OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE
BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED TO BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS
TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER
FOR ADVICE.
No action has been taken by the Company, the Joint Bookrunners (as defined in
paragraph 1.3 below) or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.
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 or the UK Prospectus Regulation (as applicable), any
Placing Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in the United
Kingdom, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale; and
3. it is not in the United States.
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgments and undertakings.
The Joint Bookrunners do not make any representation to the Purchasers
regarding an investment in the Placing Shares referred to in this
Announcement.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook and in particular the Product Intervention and Product
Governance Sourcebook and any other UK domestic legislation and measures which
implement EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II (together, the "UK MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the UK MiFID II Product Governance Requirements; and (ii) eligible
for distribution through all distribution channels as are permitted by the UK
MiFID II Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of the MiFID
II Product Governance Requirements; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the shares the subject of the Placing. Each
distributor is responsible for undertaking its own target market assessment in
respect of the shares and determining appropriate distribution channels.
This Announcement does not constitute, and may not be used in connection with,
an offer or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction, including,
without limitation, the United Kingdom, any member state of the EEA, the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa. No public offer of securities of the Company is being made in the
United Kingdom, any member state of the EEA, the United States or elsewhere.
This Announcement and the information contained herein is not for publication
or distribution, directly or indirectly, to persons in the United States (or
to any U.S. Person), Australia, Canada, Japan, New Zealand or the Republic of
South Africa or in any other jurisdiction in which such publication or
distribution is unauthorised or unlawful. Any persons (including, without
limitation, custodians, nominees and trustees) into whose possession this
Announcement may come, are required by the Company to inform themselves about
and to observe any restrictions on transfer of this Announcement.
The Placing Shares are being offered only outside the United States in
reliance on Regulation S under the U.S. Securities Act ("Regulation S"). In
particular, the offer and sale of the Placing Shares have not been and will
not be registered under the U.S. Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and, accordingly, the Placing Shares may not be offered or sold, directly or
indirectly, within the United States, except: (i) to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act ("QIBs"); (ii)
outside the United States in "offshore" transactions within the meaning of,
and in reliance on, Regulation S; or (iii) otherwise in compliance with an
exemption from the registration requirements of the U.S. Securities Act. No
public offering of the Placing Shares or any other securities is being made in
the United States. No money, securities or other consideration from any person
inside the United States is being solicited pursuant to this Announcement, the
Placing, or the Bookbuild (as defined below) and, if sent in response to the
information contained in the Announcement, will not be accepted. This
Announcement is not an offer of securities for sale into the United States.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with and/or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares, and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Australia, Canada, New Zealand, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered
or otherwise transferred, directly or indirectly, in or into the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or
any other jurisdiction outside the United Kingdom or EEA. The contents of this
Announcement have not been reviewed by any regulatory authority in Hong Kong.
If you are in any doubt about any of the contents of this Announcement, you
should obtain independent professional advice.
The price of securities and the income from them may go down as well as up and
investors may not get back the full amount of their investment on disposal of
the securities.
Any indication in this Announcement of the price at which ordinary shares of
£0.01 each in the capital of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
1. PLACING, SUBSCRIPTION AND OPEN OFFER
1.1 Chariot Limited (company number 47532) (the "Company"),
intends to conduct a placing (the "Placing") and direct subscription (the
"Subscription"). Subject to shareholder approval, new ordinary shares of
£0.01 nominal value each will be issued to existing and new investors
pursuant to the Placing ("Placing Shares") and Subscription ("Subscription
Shares") at an issue price ("Issue Price") as determined by the Joint
Bookrunners 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).
Subject to shareholder approval, the new ordinary shares of £0.01 nominal
value each (the "Open Offer Shares") are expected to be issued on 14 August
2024 at the Issue Price (the "Open Offer" and, together with the Placing and
Subscription, the "Fundraising").
1.3 The Company has appointed Cavendish Capital Markets
Limited ("Cavendish") and Stifel Nicolaus Europe Limited ("Stifel") as joint
brokers in respect of the Placing and Open Offer (together, the "Joint
Bookrunners", and each, a "Joint Bookrunner").
1.4 The terms and conditions set out in this Appendix apply
to persons making an offer to subscribe for Placing Shares under the Placing.
Each Purchaser shall be deemed to have read the Announcement, and this
Appendix, in its entirety.
2. ALLOCATION AND CONDITIONS TO PLACING
2.1 The Placing Shares under the Placing will be issued on
the Closing Date (as defined below).
2.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between the Joint Bookrunners and the Company
following completion of the bookbuild being conducted by the Joint Bookrunners
to determine demand for participation in the Placing and the Issue Price (the
"Bookbuild"). The number of Placing Shares which have been placed and the
Issue Price will be announced following the completion of the Bookbuild.
2.4 Acceptances of the Placing and allocations of Placing
Shares (including the subscription amount payable) will be as:
(a) confirmed (orally or in writing) with prospective
purchasers who are in the United Kingdom (or as the Joint Bookrunners and
Company may agree, in any other jurisdiction) by the respective Joint
Bookrunner (or their broker dealers or their agents as agent of the
Company). That confirmation constitutes an irrevocable legally binding
commitment of that person (who will at that point become a purchaser
("Purchaser")) to subscribe for the number of Placing Shares allocated to it
on the terms and conditions set out in this Appendix (a copy of this Appendix
having been provided to the Purchaser prior to or at the same time as such
confirmation) and in accordance with the Company's articles of association; or
(b) (unless paragraph 2.4(a) applies) by the completion and
return of such letter of confirmation and registration or other forms as the
Joint Bookrunners or their agents may in their absolute discretion require and
in that event the terms and conditions set out in such letter of confirmation
and registration or other form shall apply to the exclusion of this Appendix.
2.5 The Bookbuild is expected to close no later than 7.00 am
on 22 July 2024 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The Company
reserves the right to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
2.6 The Joint Bookrunners may choose to allocate Placing
Shares at their discretion (in consultation with the Company) and may scale
down any bids for Placing Shares made by prospective Purchasers for this
purpose on such basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraph 2.5 above, subject to the prior consent of the
Company: (a) allocate Placing Shares after the time of any initial allocation
to any person submitting a bid after that time; and (b) allocate Placing
Shares after the Bookbuild has closed to any person submitting a bid after
that time.
2.7 For the avoidance of doubt, a bid in the Bookbuild will
be made on the terms and subject to the conditions in the Announcement and
this Appendix and will be legally binding on the prospective Purchaser on
behalf of which it is made and, except with the consent of the respective
Joint Bookrunner, will not be capable of variation or revocation after the
time at which it is submitted. Any acceptance of the Placing constitutes a
Purchaser's irrevocable legally binding agreement, subject to the Placing and
Open Offer Agreement (as defined below) not having been terminated, to pay the
aggregate settlement amount of the Placing Shares regardless of the total
number of Placing Shares (if any) subscribed for by any other investor(s).
2.8 By participating in the Bookbuild, each Purchaser agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described in paragraph 4 below, and will not be capable
of rescission or termination by the Purchaser.
2.9 In making an investment decision, Purchasers must rely
on their own examination of the Company and its prospects and the terms of the
Placing, including the merits and risks involved in investing in the Placing
Shares.
2.10 Irrespective of the time at which a Purchaser's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement."
2.11 Settlement will occur on a date to be advised but expected
to be on or around 14 August 2024 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of their affiliates, agents,
directors, officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Joint Bookrunners as defined in the FSMA
((b) and (c) being together "affiliates" and individually an "affiliate" of
the Joint Bookrunners), or (d) any person acting on behalf of the Joint
Bookrunners, shall have any liability (including to the extent permissible by
law, any fiduciary duties) to any Purchaser or to any other person whether
acting on behalf of a Purchaser or otherwise. In particular, neither of the
Joint Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as the Joint
Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The New Ordinary Shares will be issued fully paid and
will rank equally, from the date of issue, in all respects with the Company's
existing issued ordinary shares, including the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares, Subscription Shares and
Open Offer Shares.
3.2 Application will be made to London Stock Exchange plc
for admission to trading of the New Ordinary Shares on AIM ("Admission"). It
is anticipated that Admission will become effective on or around 14 August
2024 and that dealings in the Placing Shares, Subscription Shares and Open
Offer Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 19 July 2024, the Company and each of the Joint
Bookrunners entered into a placing and open offer agreement in connection with
the Placing and Open Offer (the "Placing and Open Offer Agreement").
Pursuant to the Placing and Open Offer Agreement, each of the Joint
Bookrunners has agreed to use their respective reasonable endeavours to place
the Placing Shares with prospective Purchasers.
4.2 The Joint Bookrunners' obligations under the Placing and
Open Offer Agreement in respect of the Placing Shares and Open Offer Shares
are conditional, inter alia, on:
(a) the Company procuring that the Circular and the notice
of a general meeting of the shareholders of the Company to approve the
Resolutions (as defined below) is sent to shareholders by no later than 24
July 2024;
(b) shareholder approval of the resolutions necessary to
issue the New Ordinary Shares for cash on a non-pre-emptive basis pursuant to
(inter alia) the Placing, the Subscription and the Open Offer (the
"Resolutions");
(c) none of the warranties contained in the Placing and
Open Offer Agreement being untrue, inaccurate or misleading as at the date of
the Placing and Open Offer Agreement and at all times before and at the date
of Admission;
(d) the publication of this Announcement through a
Regulatory Information Service by no later than 8.00 a.m. on the date of the
Placing and Open Offer Agreement or such other time and/or date as may be
agreed in writing between the Company and the Joint Bookrunners;
(e) the Company allotting, subject only to Admission, the
Placing Shares and the Subscription Shares in accordance with the Placing and
Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 14
August 2024 or such later date as the Company and the Joint Bookrunners may
otherwise agree but not being later than 8.00 a.m. on 30 August 2024;
(g) the Subscription Agreements having become unconditional
in all respects (save in relation to Admission); and
(h) there having been since the date of the Placing and Open
Offer Agreement no development or event which will or is likely to have a
material adverse effect on the Company (or of its subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing
and Open Offer Agreement in relation to the Placing Shares are not fulfilled
or waived (if capable of being waived) by the Joint Bookrunners by the
respective time or date where specified (or such later time or date as the
Company and the Joint Bookrunners may agree); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Placing and Open Offer
Agreement is terminated in the circumstances specified below, the Placing in
relation to the Placing Shares will lapse and the Purchaser's rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Purchaser agrees that no claim can be made by
the Purchaser in respect thereof.
4.4 The Joint Bookrunners may, at their absolute discretion
and upon such terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing and Open Offer
Agreement save that the conditions relating to Admission, the allotment and
issue of the Placing Shares (subject only to Admission) and shareholder
approval may not be waived. Any such extension or waiver will not affect
Purchasers' rights and obligations under the terms and conditions set out in
this Appendix.
4.5 Neither of the Joint Bookrunners nor the Company shall
have any liability to any Purchaser (or to any other person whether acting on
behalf of a Purchaser or otherwise) in respect of any decision they may make
as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Purchaser agrees that any
such decision is within the absolute discretion of the Joint Bookrunners.
4.6 Each of the Joint Bookrunners is entitled, at any time
before Admission, to terminate the Placing and Open Offer Agreement by giving
notice to the Company in certain circumstances, including, inter alia, a
breach of the warranties given to the Joint Bookrunners in the Placing and
Open Offer Agreement, the failure of the Company to comply with obligations
under the Placing and Open Offer Agreement, or if an event has occurred which,
in the opinion of the Joint Bookrunner (acting in good faith), constitutes or
is likely to cause a material adverse change or on the occurrence of certain
force majeure events. Following Admission, the Placing and Open Offer
Agreement is not capable of rescission or termination.
4.7 The rights and obligations of the Purchasers shall
terminate only in the circumstances described in these terms and conditions
and will not be subject to termination by the Purchaser or any prospective
Purchaser at any time or in any circumstances. By participating in the
Placing, Purchasers agree that the exercise by a Joint Bookrunner of any right
of termination or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of that Joint Bookrunner, and that it
need not make any reference to Purchasers and that it shall have no liability
to Purchasers whatsoever in connection with any such exercise.
5. NO UNDERWRITING
The Fundraising is not being underwritten by any party.
6. RELATIONSHIP OF THE JOINT BOOKRUNNERS
6.1 The obligations of each Joint Bookrunner in connection
with the Placing and Open Offer (including any payment obligation) are
several, and not joint, nor joint and several. A right of a Joint Bookrunner
in connection with the Placing and Open Offer (including any rights under the
Placing and Open Offer Agreement) is held by that Joint Bookrunner severally
and each Joint Bookrunner may exercise its rights, powers and benefits in
connection with the Placing and Open Offer separately and individually.
6.2 A Joint Bookrunner will not be responsible for the
performance obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions taken,
omissions of or advice given by the other Joint Bookrunner. Any breach,
non-performance or default by a Joint Bookrunner will not constitute a breach,
non-performance or default of the other.
6.3 Nothing contained or implied hereby or by acceptance of
the Placing or Open Offer constitutes a Joint Bookrunner acting as the
partner, agent or representative of the other Joint Bookrunner for any purpose
or creates any partnership, agency or trust between the Joint Bookrunners, and
no Joint Bookrunner has any authority to bind another Joint Bookrunner in any
way.
6.4 Neither of the Joint Bookrunners will be liable for any
loss, damage or claim arising out of the actions taken or advice given by the
other Joint Bookrunner. In addition, the rights of a Joint Bookrunner and
the Beneficiaries (as defined below) in respect of that Joint Bookrunner under
the representations, warranties, acknowledgements and undertakings set out
below will in no way be affected by the actions taken or alleged to have been
taken or advice given or alleged to have been given by the other Joint
Bookrunner or its Beneficiaries.
7. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Purchaser and does not constitute an offering
to any other person or to the public. A Purchaser may not assign, transfer,
or in any other manner, deal with its rights or obligations under the
agreement arising from the acceptance of the Placing, without the prior
written agreement of the Joint Bookrunners in accordance with all relevant
legal requirements.
8. NO PROSPECTUS
8.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") or any competent
authority of any relevant member state of the EEA in relation to the Placing,
and a Purchaser's commitments will be made solely on the basis of the
information contained in the Announcement released by the Company today which
this Appendix forms part of.
8.2 Each Purchaser, by making an offer to subscribe for
Placing Shares, agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or the Joint
Bookrunners or any other person and none of the Company or the Joint
Bookrunners nor any other person will be liable for any Purchaser's decision
to participate in the Placing based on any other information, representation,
warranty or statement which Purchasers may have obtained or received, and if
given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Joint Bookrunners, the
Company or their respective officers, directors, employees or agents. Each
Purchaser acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Joint Bookrunners
make any undertaking or warranty to any Purchaser regarding the legality of
any investment in the Placing Shares by such Purchaser under any legal,
investment or similar laws or regulations. Each Purchaser should not consider
any information in this Announcement to be legal, tax or business advice. Each
Purchaser should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
9. REGISTRATION AND SETTLEMENT
9.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment basis within
the CREST system administered by Euroclear UK and International Limited
("CREST").
9.2 The Company will (or will procure its registrar or
transfer agent to) deliver the Placing Shares to CREST accounts operated by
the respective Joint Bookrunner for the Company and the Joint Bookrunners will
enter their respective delivery (DEL) instructions into the CREST system. The
input to CREST by each Purchaser of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Purchaser against
payment.
9.3 Each Purchaser allocated Placing Shares in the Placing
will be sent a conditional trade confirmation stating the number of Placing
Shares and the subscription amount payable to be allocated to it and will be
required to provide the Joint Bookrunners with funds sufficient to purchase
such securities prior to the Closing Date.
9.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of the Placing
Shares allocated to that Purchaser on such Purchaser's behalf and retain from
the proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Purchaser plus any interest due. The relevant
Purchaser will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Purchaser's behalf.
9.5 Subject to the passing of the Resolutions, it is
expected that settlement will take place on or about 14 August 2024 in CREST
in accordance with the instructions set out in the conditional trade
confirmation.
9.6 The Company reserves the right to require settlement for
and delivery of the Placing Shares (or a portion thereof) to any Purchaser in
any form it requires if, in the Joint Bookrunners' or the Company's opinion,
delivery or settlement is not possible or practicable within CREST or would
not be consistent with the regulatory requirements of the Purchaser's
jurisdiction.
9.7 Each Purchaser agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions that it
has in place with the respective Joint Bookrunner.
9.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Purchasers should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Each Purchaser shall ensure that, insofar as Placing Shares
are registered in a Purchaser's name or that of its nominee or in the name of
any person for whom a Purchaser is contracting as agent or nominee, such
person shall not be a person who is or may be liable to any UK stamp duty or
stamp duty reserve tax or securities transfer tax.
9.9 Interest is chargeable daily on payments to the extent
that value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each Purchaser and prospective Purchaser (and each person
acting on its behalf) represents, warrants, acknowledges and undertakes for
the benefit of the Company, each of the Joint Bookrunners and the respective
officers, employees and advisers of the Company and of each of the Joint
Bookrunners, and any person acting on behalf of any of them (each a
"Beneficiary" and together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor as defined under the UK
Prospectus Regulation; 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) if it is a Purchaser in a member state of the EEA it:
(i) is a Qualified Investor as defined under the
Prospectus Regulation; and
(ii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the Placing by any
competent authority of any relevant member state of the EEA; or
(iii) if it is not in a member state of the EEA but is
acting for the account of a Purchaser in a member state of the EEA, that each
of subparagraphs (i) and (ii) applies in respect of each such Purchaser;
(c) 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;
(d) if it is in a jurisdiction outside the United Kingdom or
the EEA, it is a person to whom the Placing or an invitation to subscribe for
the Placing Shares 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;
(e) without prejudice to paragraph (d) 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;
(f) without prejudice to paragraph (d) above, if the
Purchaser is in the Republic of South Africa it is an investor who falls
within one of the specified categories listed in Section 96(1)(a) of the South
African Companies Act, 2008 (as amended) (the "SA Companies Act") and that it
will, to the extent applicable, be liable to obtain any exchange control
approval required by the South African Reserve Bank in relation to the issue
to it of the Placing Shares or payment by it of the issue price for the
Placing Shares;
(g) it (and any account for which it is purchasing) (i) is
outside the United States, (ii) is acquiring the Placing Shares in an offshore
transaction (as this term is used in Regulation S), and (iii) understands that
the offer and sale to it of the Placing Shares have not been and will not be
registered under the U.S. Securities Act or the laws of any state of the
United States;
(h) time shall be of the essence as regards obligations
pursuant to this Appendix;
(i) unless otherwise specifically agreed in writing with
the Joint Bookrunners, neither it nor the beneficial owner of such Placing
Shares is or will be a resident of, or subject to the laws of the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa,
or will otherwise be considered a U.S. Person;
(j) the Placing Shares have not been and will not be
registered under the securities legislation of the United States, Canada,
Australia, Japan, New Zealand and the Republic of South Africa and may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions except subject to certain exceptions;
(k) 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);
(l) it acknowledges and agrees that the Placing is not
an "offer to the public" as envisaged in Chapter 4 of the SA Companies Act
read with the South African Companies Regulations 2011 (as amended) (the
"South African Companies Regulations 2011"), and that no prospectus will be
registered and/or issued in terms of the SA Companies Act and the South
African Companies Regulations 2011;
(m) 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;
(n) 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;
(o) 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;
(p) 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;
(q) 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;
(r) 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;
(s) if applicable, it is, or any beneficial Purchaser for
whom it is contracting is, acquiring the Placing Shares pursuant to and in
compliance with an exemption from the prospectus requirements of securities
laws of the jurisdiction of residence and will provide the Company and the
Joint Bookrunners, on request, whether before or after the Closing Date, with
evidence of such compliance;
(t) it has had access to all information that it believes
is necessary or appropriate in connection with, and for an adequate time prior
to, its purchase of the Placing Shares. It acknowledges and agrees that it
will not hold the Joint Bookrunners responsible for any misstatements in, or
omissions from, any publicly available information concerning the Company;
(u) 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;
(v) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing of any
Placing Shares;
(w) 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;
(x) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities, and that no
securities recommendation or advice has been made or given to it by any
Beneficiary in relation to the Placing;
(y) it acknowledges that an investment in the Placing Shares
involves a degree of risk;
(z) 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;
(aa) it acknowledges and agrees that it will accept the
decisions and actions of the Joint Bookrunners and/or the Company in respect
of the Placing and the acceptance of any Placing of Placing Shares does not
oblige the Joint Bookrunners and/or the Company to consult with it as to any
matter or qualify the exercise or non-exercise of rights arising under or in
relation to the Placing;
(bb) it has been independently advised as to any resale
restrictions under applicable securities laws in its own jurisdiction;
(cc) it acknowledges and agrees that if a Joint Bookrunner
takes title to the Placing Shares it does so only as agent for the Purchaser
for the purposes of effecting settlement and it agrees to release such Joint
Bookrunner from any liability incurred by it in acting in such capacity
(whether arising out of any act or omission by the Company in relation to the
Placing or to the Placing Shares or otherwise);
(dd) 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;
(ee) 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;
(ff) 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;
(gg) the exercise by the Joint Bookrunners of any right of
termination or any right of waiver exercisable by them contained in the
Placing and Open Offer Agreement including, without limitation, the right to
terminate the Placing and Open Offer Agreement, is within their absolute
discretion and no Joint Bookrunner will have any liability to any Purchaser
whatsoever in connection with any decision to exercise or not exercise any
such rights;
(hh) 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;
(ii) 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;
(jj) 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;
(kk) none of the Joint Bookrunners or the Company nor any of
their affiliates nor any person acting on behalf of any of them has provided
it, and will not provide it, with any material regarding the Placing Shares or
the Company or any other person other than this Announcement; nor has it
requested any of the Joint Bookrunners or the Company nor any of their
affiliates or any person acting on behalf of any of them to provide it with
any such information;
(ll) the content of this Announcement is exclusively the
responsibility of the Company and none of the Joint Bookrunners nor any person
acting on their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company (except for any
information or statements relating solely to the Joint Bookrunners and
furnished by the Joint Bookrunners specifically for use in such documents) and
will not be liable for any Purchaser's decision to participate in the Placing
based on any information, representation or statement contained in this
Announcement or otherwise. Each Purchaser further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Purchaser has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any information previously
published by the Company, such information being all that it deems necessary
to make an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by either of the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the Company
will be liable for any Purchaser's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Purchaser further acknowledges and agrees that
it has relied solely on its own investigation of the business, financial or
other position of the Company in deciding to participate in the Placing;
(mm) in subscribing for Placing Shares, it has consented to receive
"inside information" for the purposes of MAR , and it agrees not to deal in
any securities of the Company until such time as the inside information of
which it has been made aware has been made public for the purposes of MAR or
it has been notified by the Joint Bookrunners or the Company that the proposed
Placing will not proceed and any unpublished price sensitive information of
which the Purchaser is aware has been publicly announced, and, other than in
respect of its knowledge of the proposed Placing, it has neither received nor
relied on any confidential price sensitive information concerning the Company
or the Placing Shares;
(nn) it has complied with its obligations in connection with the
Criminal Justice Act 1993, money laundering and terrorist financing under the
Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002,
the Terrorism Act 2003, MAR, the Prospectus Regulation, the Terrorism Act
2006, the Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and Part VIII of the Financial Services and Markets Act 2000 (the
"Regulations"), including identifying its clients in accordance with the
Regulations, and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity the Joint
Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, reject an application for
Placing Shares in which event all funds delivered by such Purchaser to the
Joint Bookrunners (if any) will be returned without interest to the account of
the drawee bank from which they were originally debited;
(oo) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Regulation or the UK 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 the EEA to Qualified Investors, unless the Joint Bookrunners have
given prior consent to such proposed offer or resale;
(pp) 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);
(qq) 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;
(rr) 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;
(ss) it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Joint Bookrunners and the Company may in their absolute discretion determine
and without liability to such Purchaser, and it will remain liable for any
shortfall below the net proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in in these terms and conditions) which may arise upon the placing
or sale of such Purchaser's Placing Shares on its behalf;
(tt) the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be, and none of the Joint Bookrunners nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each Purchaser and any person acting on behalf
of such Purchaser agrees to participate in the Placing and it agrees to
indemnify the Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to the account of the Joint
Bookrunners who will hold them as nominee on behalf of such Purchaser until
settlement in accordance with its standing settlement instructions;
(uu) the Company and the Joint Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to each of the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable;
(vv) it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates, agents, directors, officers and
employees harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements and
undertakings in this Announcement or incurred by the Company, the Joint
Bookrunners or their respective affiliates, agents, directors, officers and
employees arising from the performance of the Purchaser's obligations as set
out in this Announcement, and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
(ww) its commitment to subscribe for Placing Shares on the terms set
out herein will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and the Purchaser will have no right to be
consulted or require that its consent be obtained with respect to the
Company's conduct of the Placing. The foregoing representations, warranties
and confirmations are given for the benefit of the Company and the Joint
Bookrunners. The agreement to settle a Purchaser's subscription (and/or the
subscription of a person for whom such Purchaser is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to the subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is based on the
warranty above from each Purchaser, that neither it, nor the person specified
by it for registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be allotted to, a
person who is or may be liable to stamp duty or stamp duty reserve tax in
excess of 0.5% under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event
the Purchaser agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax, and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Purchaser should seek its own advice and notify the Joint
Bookrunners accordingly;
(xx) no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public offering of
the Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
(yy) 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;
(zz) the Joint Bookrunners or any of their affiliates may, at
their absolute discretion, agree to become a Purchaser in respect of some or
all of the Placing Shares;
(aaa) when a Purchaser or person acting on behalf of the Purchaser
is dealing with the Joint Bookrunners, any money held in an account with any
of the Joint Bookrunners on behalf of the Purchaser and/or any person acting
on behalf of the Purchaser will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA;
(bbb) it acknowledges that the money will not be subject to the
protections conferred by the client money rules and as a consequence, this
money will not be segregated from the relevant Joint Bookrunners' money in
accordance with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business; and the Purchaser will rank only
as a general creditor of the Joint Bookrunner;
(ccc) it acknowledges that all times and dates in this
Announcement may be subject to amendment and the Joint Bookrunners shall
notify the Purchasers and any person acting on behalf of the Purchasers of any
changes;
(ddd) that past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser;
(eee) all obligations entered into by the Purchaser pursuant hereto
with the Joint Bookrunners are entered into with them as agent for the Company
and are therefore enforceable directly by the Company;
(fff) 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;
(ggg) 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
(hhh) it irrevocably appoints any director of either of the Joint
Bookrunners as its agent for the purposes of executing and delivering to the
Company's and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares offered
to it.
The Purchaser agrees that the Company and the Joint Bookrunners will rely upon
the truth and accuracy of the foregoing confirmations, representations,
warranties, acknowledgments, undertakings and agreements which are given by
each Purchaser (or persons acting on their behalf) and are irrevocable.
11. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares
(including the subscription amount payable) as confirmed to a Purchaser,
constitute the entire agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such terms must
be in writing.
12. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or
claim arising out of or in connection with the Placing or formation thereof
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England to
settle any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement (including the
Appendices), unless the context requires otherwise:
Admission means admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules.
AIM means the market of that name operated by the London Stock Exchange.
AIM Rules means together, the AIM Rules for Companies and the AIM Rules for
Nominated Advisers.
Anchois means the gas discovery containing audited 2C contingent resources of
637 Bcf, located in the Company's Lixus Licence, Morocco.
Anchois Gas Development means the development of the Anchois gas discovery,
located in the Company's Lixus Licence.
Application Form means the application form enclosed, in the case of
Qualifying Non-CREST Shareholders, with the Circular for Qualifying Non-CREST
Shareholders to apply for Open Offer Shares.
Bcf means billion cubic feet.
Bookbuild means an accelerated process conducted by the Joint Bookrunners to
determine demand for participation in the Placing by Placees.
Cavendish means Cavendish Capital Markets Limited, whose registered office is
at One Bartholomew Close, London, EC1A 7BL, acting as Joint Bookrunner in
connection with the Placing.
Chariot Morocco means Chariot Oil & Gas Holdings (Morocco) Limited a
company incorporated and registered in England with company number 11793685
and a wholly owned subsidiary of Chariot.
Circular means the circular, expected to be published by the Company on or
about 24 July 2024, in relation to the Placing, Subscription and Open Offer.
Chariot Transitional Power means the Company's business stream focused on
building, generating and trading renewable power.
Closing Date means the date upon which settlement of the Placing Shares and
the Subscription Shares is due to take place.
Company or Chariot means Chariot Limited, a company incorporated
in Guernsey with registered number 47532, with its registered office at Oak
House, Hirzel Street, St Peter Port, Guernsey, GY1 2NP.
CREST means 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.
EUWA means the European Union (Withdrawal) Act 2018 (as amended).
Euroclear means Euroclear UK & International Limited.
Existing Ordinary Shares means the 1,074,179,156 Ordinary Shares in issue at
the date of this Announcement, all of which are admitted to trading on AIM and
being the entire issued ordinary share capital of the Company.
FCA means the Financial Conduct Authority.
FID means Final Investment Decision.
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.
FSMA means the Financial Services and Markets Act 2000, as amended.
Fundraising or Fundraise means together, the Placing, Subscription and the
Open Offer.
General Meeting means the general meeting of the Company to be held at the
offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY at 11:00 a.m. BST
on 13 August 2024, notice of which is to be included in the Circular.
Group means the Company and its subsidiaries at the date hereof.
Issue Price means 6.5 pence per New Ordinary Share.
Joint Bookrunner means each of Cavendish and Stifel.
Lixus or Lixus Licence means the Lixus offshore licence, Morocco.
London Stock Exchange means London Stock Exchange plc.
Loukos or Loukos Licence means the Loukos onshore licence, Morocco.
MAR means the Market Abuse Regulation (EU) No.596/2014, as it forms part of
UK domestic law by virtue of the EUWA and as amended from time to time.
New Ordinary Shares means the new ordinary shares in the capital of the
Company to be issued in connection with the Placing Shares, Subscription
Shares or the Open Offer Shares.
Notice of General Meeting means the notice of the General Meeting included
within the Circular.
Open Offer means the invitation to Qualifying Shareholders to subscribe for
the Open Offer Shares at the Issue Price on the terms and conditions set out
in the Circular and, in the case of Qualifying Non-CREST Shareholders only,
the Application Form conditional invitation proposed to be made by the Company
to Qualifying Shareholders to subscribe for the Open Offer Shares.
Open Offer Entitlement means the entitlement of Qualifying Shareholders to
subscribe for Open Offer Shares allocated to Qualifying Shareholders on the
Record Date pursuant to the Open Offer.
Open Offer Shares means New Ordinary Shares being made available to
Qualifying Shareholders pursuant to the Open Offer, up to a maximum of
23,815,194 New Ordinary Shares.
Ordinary Shares means ordinary shares of 1 penny each in the capital of the
Company.
Overseas Shareholder means a Shareholder with a registered address outside of
the United Kingdom.
Placees means the placees subscribing for Placing Shares pursuant to the
Placing.
Placing means the proposed placing by the Joint Bookrunners as agents for the
Company, of the Placing Shares at the Issue Price on a non-pre-emptive basis,
on the terms and conditions set out in the Placing and Open Offer Agreement.
Placing and Open Offer Agreement means the conditional placing and open offer
agreement dated 19 July 2024 between the Company, Cavendish and Stifel,
details of which are set out in the Circular.
Placing Shares means New Ordinary Shares to be allotted pursuant to the
Placing on the terms of the Placing and Open Offer Agreement.
Project Nour means the Company's green hydrogen project in Mauritania.
Prospectus Regulation means Regulation (EU) No 2017/1129.
Qualifying Non-CREST Shareholders means Qualifying Shareholders holding
Ordinary Shares in certificated form at the Record Date.
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 22 July 2024.
Registrar means Link Group, the registrar to the Company.
Regulatory Information has the meaning given under the AIM Rules.
Regulation S means Regulation S under the U.S. Securities Act.
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions to be proposed at the General Meeting, as
set out in the Notice of General Meeting in the Circular.
Shareholders means holders of Existing Ordinary Shares.
Stifel means Stifel Nicolaus Europe Limited whose registered office is at 4th
Floor 150 Cheapside, London, United Kingdom, EC2V 6ET, acting as Joint
Bookrunner in connection with the Placing.
Subscribers means certain investors, who have each subscribed for New
Ordinary Shares at the Issue Price.
Subscription means the proposed subscription for the Subscription Shares by
the Subscribers at the Issue Price.
Subscription Agreements means the agreements between the Company and each of
the Subscribers relating to the Subscription.
Subscription Shares means the New Ordinary Shares which may, pursuant to the
Subscription, be allotted pursuant to the Subscription on the terms of the
Subscription Agreements.
TEH2 means TotalEnergies H2, a majority owned subsidiary of Total Energies.
Total Energies means Total Energies SE.
UK Prospectus Regulation means the UK version of Regulation (EU) which is
part of UK law by virtue of EUWA.
United Kingdom or UK means United Kingdom of Great
Britain and Northern Ireland.
UM6P means Mohammed VI Polytechnic University.
United States 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 Securities Act means the U. S. Securities Act of 1933, as amended.
Vivo Energy means Vivo Energy Limited.
All references in this announcement to "£", "pence" or "p" are to the lawful
currency of the United Kingdom. All references to "USS" or "$" are to the
lawful currency of the United States.
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