REG - Chariot Oil & Gas Ld - Conditional Placing, Open Offer & Notice of GM <Origin Href="QuoteRef">CHARC.L</Origin> - Part 2
27/02/2018 07:10
- Part 2: For the preceding part double click ID:nRSa9829Fa
Joint
Bookrunners and the Company subject to shareholder approval.
1.2 The Company also intends to conduct an open offer to raise gross
proceeds of up to E5 million (£4.4 million). The new ordinary shares of £0.01
nominal value each (the "Open Offer Shares") will be issued to existing
shareholders on the register of members of the Company at 5.30 p.m. on 2 March
2018 at the Issue Price (the "Open Offer").
1.3 The Company has appointed finnCap and Cenkos Securities Plc
("Cenkos") as joint placing agents and 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 book-build being conducted by the Joint Bookrunners to
determine demand for participation in the Placing and the Issue Price (the
"Book-build"). The number of Placing Shares which have been placed and the
Issue Price will be announced following the completion of the Book-build.
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 Book-build is expected to close no later than 4.30 pm on 26
February 2018 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 Book-build 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 agreement 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
Book-build has closed to any person submitting a bid after that time.
2.7 For the avoidance of doubt, a bid in the Book-build 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 Book-build, 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 28 March 2018 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA rules,
none of (a) the Joint Bookrunners, (b) any of their affiliates, agents,
directors, officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Joint Bookrunners as defined in the FSMA
((b) and (c) being together "affiliates" and individually an "affiliate" of
the Joint Bookrunners), (d) any person acting on behalf of the Joint
Bookrunners, shall have any liability (including to the extent permissible by
law, any fiduciary duties) to any Purchaser or to any other person whether
acting on behalf of a Purchaser or otherwise. In particular, neither of the
Joint Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as the Joint
Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The Placing Shares and the Open Offer 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 and Open Offer
Shares.
3.2 Application will be made to the London Stock Exchange plc for
admission to trading of the Placing Shares and Open Offer Shares on AIM
("Admission"). It is anticipated that Admission will become effective on or
around 28 March 2018 and that dealings in the Placing Shares and Open Offer
Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 27 February 2018, 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 a circular containing details of the
Placing and Open Offer, and the application form in respect of the Open Offer,
are sent to shareholders by no later than 9 March 2018;
(b) shareholder approval of the resolutions necessary to issue the
Placing Shares and Open Offer Shares pursuant to the Placing ("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 in accordance with the Placing and Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 4 April 2018
or such later date as the Company and the Joint Bookrunners may otherwise
agree but not being later than 8.00 a.m. on 11 April 2018; and
(g) there having been since the date of the Placing and Open Offer
Agreement no development or event which will or is likely to have a material
adverse effect on the Company (or of its subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing and Open
Offer Agreement in relation to the Placing Shares are not fulfilled or waived
(if capable of being waived) by 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 issue of the circular and
application form, 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 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. 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. RELATIONSHIP OF THE JOINT BOOKRUNNERS
5.1 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.
5.2 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.
5.3 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.
5.4 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.
6. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Purchaser and does not constitute an offering
to any other person or to the public. A Purchaser may not assign, transfer,
or in any other manner, deal with its rights or obligations under the
agreement arising from the acceptance of the Placing, without the prior
written agreement of the Joint Bookrunners in accordance with all relevant
legal requirements.
7. NO PROSPECTUS
7.1 No offer document or prospectus has been or will be delivered to
the Financial Conduct Authority ("FCA") in relation to the Placing, and a
Purchaser's commitments will be made solely on the basis of the information
contained in the Announcement released by the Company today which this
Appendix forms part of.
7.2 Each Purchaser, by making an offer to subscribe for Placing
Shares, agrees that the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and confirms that it has
neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or 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.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis within the
CREST system administered by Euroclear UK and Ireland Limited ("CREST").
8.2 The Company will procure its Transfer Agent (as defined in
paragraph 9(k) below) 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.
8.3 Each Purchaser allocated Placing Shares in the Placing will be
sent a conditional trade confirmation stating the number of Placing Shares and
the subscription amount payable to be allocated to it and will be required to
provide the Joint Bookrunners with funds sufficient to purchase such
securities prior to the Closing Date.
8.4 Each Purchaser is deemed to agree that, if it does not comply
with these obligations, the Company may sell any or all of the Placing Shares
allocated to that Purchaser on such Purchaser's behalf and retain from the
proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Purchaser plus any interest due. The relevant
Purchaser will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Purchaser's behalf.
8.5 Subject to the passing of the Resolutions, it is expected that
settlement will take place on or about 28 March 2018 in CREST in accordance
with the instructions set out in the conditional trade confirmation.
Settlement will be either through Cenkos against CREST ID 601 KLCLT or through
finnCap against CREST ID Crest 601 A/c: FKCLT.
8.6 The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Purchaser in any
form it requires if, in 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.
8.7 Each Purchaser agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the
applicable registration and settlement procedures, including if applicable,
CREST rules and regulations and settlement instructions that it has in place
with the respective Joint Bookrunner.
8.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Purchasers should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Each Purchaser shall ensure that, insofar as Placing Shares
are registered in a Purchaser's name or that of its nominee or in the name of
any person for whom a Purchaser is contracting as agent or nominee, such
person shall not be a person who is or may be liable to any UK stamp duty or
stamp duty reserve tax or securities transfer tax.
8.9 Interest is chargeable daily on payments to the extent that value
is received after the due date at the rate per annum of 4 percentage points
above the Barclays Bank plc base rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Purchaser and prospective Purchaser (and each person acting
on its behalf) represents, warrants, acknowledges and undertakes for the
benefit of the Company, each of the Joint Bookrunners and the respective
officers, employees and advisers of the Company and of each of the Joint
Bookrunners, and any person acting on behalf of any of them (each a
"Beneficiary" and together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor; and
(ii) is also a person falling within one or more of the categories
of persons referred to in article 19 (investment professionals) or 49 (high
net worth companies, etc) of the Order or is a person to whom the Placing may
otherwise be made or to whom the Placing Shares may otherwise be directed
without an approved prospectus having been made available to the public in the
UK before the Placing Shares are offered and without making an unlawful
financial promotion; and
(iii) understands, recognises and acknowledges that no prospectus has
been or will be approved in connection with the Placing by the FCA in the
United Kingdom under section 87A of Financial Services and Markets Act 2000
(the "FSMA"); or
(iv) if it is not in the United Kingdom but is acting for the account
of a Purchaser in the United Kingdom, that each of subparagraphs (i), (ii) and
(iii) applies in respect of each such Purchaser;
(b) if it is a Purchaser in or otherwise subject to the laws of a
member state of the EEA (other than, for the avoidance of doubt, the UK), (i)
it is a Qualified Investor acting as a principal for its own account to whom
an invitation or Placing to subscribe for Placing Shares in the manner
contemplated by this agreement and any communication or correspondence in
connection therewith is permitted by the laws of that member state or (ii) if
it is not in any such member state but are acting for the account of such
person then (i) 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 States, the United
Kingdom, or other member states of 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) it understands that the Placing and sale to it of the Placing
Shares has not been and will not be registered under the U.S. Securities Act
or the laws of any state of the United States. Therefore, it agrees that it
will not offer, sell or pledge any Placing Shares in the United States unless
and until the Placing Shares are registered under the U.S. Securities Act
(which it acknowledges the Company has no obligation to do) or unless the
Placing Shares are offered, sold or pledged in a transaction exempt from, or
not subject to, the registration requirements of the U.S. Securities Act and
the laws of any state of the United States;
(f) the Purchaser acknowledges that it has not acquired the Placing
Shares as a result of any general solicitation or general advertising (as
these terms are used in Regulation D under the U.S. Securities Act), including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media, or broadcast over radio, Internet or
television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;
(g) 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;
(h) 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;
(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) it is purchasing the Placing Shares for its account or for the
account of one or more persons for investment purposes only and not with the
purpose of, or with a view to, the resale, transfer or distribution or
granting, issuing or transferring of interests in, or options over, the
Placing Shares and, in particular, neither the Purchaser nor any other person
for whose account it is purchasing the Placing Shares has any intention to
distribute either directly or indirectly any of the Placing Shares in the
United States;
(n) 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;
(o) 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;
(p) 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;
(q) 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;
(r) it shall obtain its own advice regarding the tax consequences in
any jurisdiction of purchasing, owning or disposing of any Placing Shares;
(s) 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;
(t) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities, and that no
securities recommendation or advice has been made or given to you by any
Beneficiary in relation to the Placing;
(u) it acknowledges that an investment in the Placing Shares
involves a degree of risk;
(v) 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;
(w) 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;
(x) it has been independently advised as to any resale restrictions
under applicable securities laws in its own jurisdiction;
(y) 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);
(z) 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;
(aa) 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;
(bb) 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;
(cc) the exercise by the Joint Bookrunners of any right of termination
or any right of waiver exercisable by them contained in the Placing and Open
Offer Agreement, without limitation, the right to terminate the Placing and
Open Offer Agreement, is within their absolute discretion and no Joint
Bookrunner will have any liability to any Purchaser whatsoever in connection
with any decision to exercise or not exercise any such rights;
(dd) 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;
(ee) 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;
(ff) 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;
(gg) none of the Joint Bookrunners or the Company nor any of their
affiliates nor any person acting on behalf of any of them has provided, and
will not provide it, with any material regarding the Placing Shares or the
Company or any other person other than this Announcement; nor has it requested
any of the Joint Bookrunners or the Company nor any of their affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(hh) 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;
(ii) in subscribing for Placing Shares, it has consented to receive
"inside information" for the purposes of the Market Abuse Regulation (EU)
No.596/2014 ("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;
(jj) if in the United Kingdom, 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 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;
(kk) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, 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 a member state of EEA which has implemented
the Prospectus Directive to Qualified Investors, unless finnCap has given
prior consent to such proposed offer or resale;
(ll) 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);
(mm) 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;
(nn) 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;
(oo) 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;
(pp) 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;
(qq) 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;
(rr) 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;
(ss) 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;
(tt) 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;
(uu) 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;
(vv) 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;
(ww) 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;
(xx) 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;
(yy) 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;
(zz) that past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser;
(aaa) 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;
(bbb) 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;
(ccc) it is not presently acting in concert, as defined in the City Code
on Takeovers and Mergers, with any existing shareholder or other Purchaser;
(ddd) 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; and
(eee) time shall be of the essence as regards obligations pursuant to
this Appendix.
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.
10. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares
(including the subscription amount payable) as confirmed to a Purchaser,
constitute the entire agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such terms must
be in writing.
11. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or
claim arising out of or in connection with the Placing or formation thereof
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England to
settle any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
Definitions
The following definitions apply throughout this announcement, unless the
context requires otherwise.
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
"Application Form" the application form enclosed, in the case of Qualifying Non-CREST Shareholders, with the Circular for Qualifying Non-CREST Shareholders to apply for Open Offer Shares;
"Basic Entitlement" the pro rata entitlement of Qualifying Shareholders to subscribe for1 Open Offer Share for every 8 Existing Ordinary Shares registered in their name as at the Record Date, on and subject to the terms of the Open Offer;
"Board" or "Directors" the directors of the Company whose names are set out inthe Circular;
"Brokers" finnCap and Cenkos;
"Business Day" "Cenkos" any day on which banks are usually open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;Cenkos Securities plc;
"Circular" the circular, posted to Shareholders on 6 March 2018;
"Company" or "Chariot" Chariot Oil & Gas Limited, a company incorporated and registered in Guernsey with company number 47532;
"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited;
"CREST Manual" the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual and the CREST Glossary of Terms;
"CREST Member" a person who has been admitted to Euroclear as a member (as defined in the CREST Order);
"CREST Participant" a person who is, in relation to CREST, a system-participant (asdefined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from time to time);
"CREST Sponsor" a CREST participant admitted to CREST as a CREST Sponsor;
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member;
"Enlarged Share Capital" the Company's issued ordinary share capital immediately following Admission;
"Distributors" together, finnCap and Cenkos;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application" Open Offer Shares which may be applied for by Qualifying Shareholders under the Excess Application Facility;
"Excess Application Facility" the arrangement, documented in the Application Form, pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;
"Excess CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, their entitlement (in addition to his Basic Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Basic Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;
"Excess Entitlement" in respect of a Qualifying Shareholder, their entitlement to apply for Open Offer Shares pursuant to the Excess Application Facility and which may be subject to scaling back in accordance with the provisions of the Circular;
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 7 March 2018;
"Existing Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company as at the date of this announcement, being 268,873,197 Ordinary Shares;
"FCA"
- More to follow, for following part double click ID:nRSa9829Fc - Part 2: For the preceding part double click ID:nRSa9829Fa
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 Book-build, 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 28 March 2018 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of their affiliates, agents,
directors, officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Joint Bookrunners as defined in the FSMA
((b) and (c) being together "affiliates" and individually an "affiliate" of
the Joint Bookrunners), (d) any person acting on behalf of the Joint
Bookrunners, shall have any liability (including to the extent permissible by
law, any fiduciary duties) to any Purchaser or to any other person whether
acting on behalf of a Purchaser or otherwise. In particular, neither of the
Joint Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as the Joint
Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The Placing Shares and the Open Offer 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 and Open Offer Shares.
3.2 Application will be made to the London Stock Exchange
plc for admission to trading of the Placing Shares and Open Offer Shares on
AIM ("Admission"). It is anticipated that Admission will become effective on
or around 28 March 2018 and that dealings in the Placing Shares and Open Offer
Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 27 February 2018, 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 a circular containing
details of the Placing and Open Offer, and the application form in respect of
the Open Offer, are sent to shareholders by no later than 9 March 2018;
(b) shareholder approval of the resolutions necessary to
issue the Placing Shares and Open Offer Shares pursuant to the Placing
("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 in accordance with the Placing and Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 4
April 2018 or such later date as the Company and the Joint Bookrunners may
otherwise agree but not being later than 8.00 a.m. on 11 April 2018; and
(g) there having been since the date of the Placing and
Open Offer Agreement no development or event which will or is likely to have a
material adverse effect on the Company (or of its subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing
and Open Offer Agreement in relation to the Placing Shares are not fulfilled
or waived (if capable of being waived) by 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 issue of the
circular and application form, 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 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. 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. RELATIONSHIP OF THE JOINT BOOKRUNNERS
5.1 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.
5.2 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.
5.3 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.
5.4 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.
6. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Purchaser and does not constitute an offering
to any other person or to the public. A Purchaser may not assign, transfer,
or in any other manner, deal with its rights or obligations under the
agreement arising from the acceptance of the Placing, without the prior
written agreement of the Joint Bookrunners in accordance with all relevant
legal requirements.
7. NO PROSPECTUS
7.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") in relation to the
Placing, and a Purchaser's commitments will be made solely on the basis of the
information contained in the Announcement released by the Company today which
this Appendix forms part of.
7.2 Each Purchaser, by making an offer to subscribe for
Placing Shares, agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or 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.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment basis within
the CREST system administered by Euroclear UK and Ireland Limited ("CREST").
8.2 The Company will procure its Transfer Agent (as defined
in paragraph 9(k) below) 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.
8.3 Each Purchaser allocated Placing Shares in the Placing
will be sent a conditional trade confirmation stating the number of Placing
Shares and the subscription amount payable to be allocated to it and will be
required to provide the Joint Bookrunners with funds sufficient to purchase
such securities prior to the Closing Date.
8.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of the Placing
Shares allocated to that Purchaser on such Purchaser's behalf and retain from
the proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Purchaser plus any interest due. The relevant
Purchaser will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Purchaser's behalf.
8.5 Subject to the passing of the Resolutions, it is
expected that settlement will take place on or about 28 March 2018 in CREST in
accordance with the instructions set out in the conditional trade
confirmation. Settlement will be either through Cenkos against CREST ID 601
KLCLT or through finnCap against CREST ID Crest 601 A/c: FKCLT.
8.6 The Company reserves the right to require settlement for
and delivery of the Placing Shares (or a portion thereof) to any Purchaser in
any form it requires if, in 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.
8.7 Each Purchaser agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions that it
has in place with the respective Joint Bookrunner.
8.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Purchasers should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Each Purchaser shall ensure that, insofar as Placing Shares
are registered in a Purchaser's name or that of its nominee or in the name of
any person for whom a Purchaser is contracting as agent or nominee, such
person shall not be a person who is or may be liable to any UK stamp duty or
stamp duty reserve tax or securities transfer tax.
8.9 Interest is chargeable daily on payments to the extent
that value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Purchaser and prospective Purchaser (and each
person acting on its behalf) represents, warrants, acknowledges and undertakes
for the benefit of the Company, each of the Joint Bookrunners and the
respective officers, employees and advisers of the Company and of each of the
Joint Bookrunners, and any person acting on behalf of any of them (each a
"Beneficiary" and together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor; and
(ii) is also a person falling within one or more of the
categories of persons referred to in article 19 (investment professionals) or
49 (high net worth companies, etc) of the Order or is a person to whom the
Placing may otherwise be made or to whom the Placing Shares may otherwise be
directed without an approved prospectus having been made available to the
public in the UK before the Placing Shares are offered and without making an
unlawful financial promotion; and
(iii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the Placing by the
FCA in the United Kingdom under section 87A of Financial Services and Markets
Act 2000 (the "FSMA"); or
(iv) if it is not in the United Kingdom but is acting for
the account of a Purchaser in the United Kingdom, that each of subparagraphs
(i), (ii) and (iii) applies in respect of each such Purchaser;
(b) if it is a Purchaser in or otherwise subject to the
laws of a member state of the EEA (other than, for the avoidance of doubt, the
UK), (i) it is a Qualified Investor acting as a principal for its own account
to whom an invitation or Placing to subscribe for Placing Shares in the manner
contemplated by this agreement and any communication or correspondence in
connection therewith is permitted by the laws of that member state or (ii) if
it is not in any such member state but are acting for the account of such
person then (i) 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 States,
the United Kingdom, or other member states of 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) it understands that the Placing and sale to it of the
Placing Shares has not been and will not be registered under the U.S.
Securities Act or the laws of any state of the United States. Therefore, it
agrees that it will not offer, sell or pledge any Placing Shares in the United
States unless and until the Placing Shares are registered under the U.S.
Securities Act (which it acknowledges the Company has no obligation to do) or
unless the Placing Shares are offered, sold or pledged in a transaction exempt
from, or not subject to, the registration requirements of the U.S. Securities
Act and the laws of any state of the United States;
(f) the Purchaser acknowledges that it has not acquired
the Placing Shares as a result of any general solicitation or general
advertising (as these terms are used in Regulation D under the U.S. Securities
Act), including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media, or broadcast over
radio, Internet or television, or any seminar or meeting whose attendees have
been invited by general solicitation or general advertising;
(g) 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;
(h) 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;
(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) it is purchasing the Placing Shares for its account or for
the account of one or more persons for investment purposes only and not with
the purpose of, or with a view to, the resale, transfer or distribution or
granting, issuing or transferring of interests in, or options over, the
Placing Shares and, in particular, neither the Purchaser nor any other person
for whose account it is purchasing the Placing Shares has any intention to
distribute either directly or indirectly any of the Placing Shares in the
United States;
(n) 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;
(o) 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;
(p) 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;
(q) 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;
(r) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing of any
Placing Shares;
(s) 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;
(t) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities, and that no
securities recommendation or advice has been made or given to you by any
Beneficiary in relation to the Placing;
(u) it acknowledges that an investment in the Placing
Shares involves a degree of risk;
(v) 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;
(w) 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;
(x) it has been independently advised as to any resale
restrictions under applicable securities laws in its own jurisdiction;
(y) 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);
(z) 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;
(aa) 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;
(bb) 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;
(cc) the exercise by the Joint Bookrunners of any right of
termination or any right of waiver exercisable by them contained in the
Placing and Open Offer Agreement, without limitation, the right to terminate
the Placing and Open Offer Agreement, is within their absolute discretion and
no Joint Bookrunner will have any liability to any Purchaser whatsoever in
connection with any decision to exercise or not exercise any such rights;
(dd) 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;
(ee) 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;
(ff) 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;
(gg) none of the Joint Bookrunners or the Company nor any of
their affiliates nor any person acting on behalf of any of them has provided,
and will not provide it, with any material regarding the Placing Shares or the
Company or any other person other than this Announcement; nor has it requested
any of the Joint Bookrunners or the Company nor any of their affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(hh) 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;
(ii) in subscribing for Placing Shares, it has consented
to receive "inside information" for the purposes of the Market Abuse
Regulation (EU) No.596/2014 ("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;
(jj) if in the United Kingdom, 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 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;
(kk) if it is a financial intermediary, as that term is used
in Article 3(2) of the Prospectus Directive, 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 a member state of EEA which has implemented
the Prospectus Directive to Qualified Investors, unless finnCap has given
prior consent to such proposed offer or resale;
(ll) 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);
(mm) 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;
(nn) 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;
(oo) 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;
(pp) 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;
(qq) 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;
(rr) 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;
(ss) 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;
(tt) 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;
(uu) 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;
(vv) 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;
(ww) 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;
(xx) 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;
(yy) 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;
(zz) that past performance is no guide to future performance
and persons needing advice should consult an independent financial adviser;
(aaa) 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;
(bbb) 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;
(ccc) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder or other
Purchaser;
(ddd) 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; and
(eee) time shall be of the essence as regards obligations pursuant
to this Appendix.
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.
10. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares
(including the subscription amount payable) as confirmed to a Purchaser,
constitute the entire agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such terms must
be in writing.
11. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or
claim arising out of or in connection with the Placing or formation thereof
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England to
settle any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
Definitions
The following definitions apply throughout this announcement, unless the
context requires otherwise.
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" together, the AIM Rules for Companies and the AIM Rules for Nominated
Advisers;
"Application Form" the application form enclosed, in the case of Qualifying Non-CREST
Shareholders, with the Circular for Qualifying Non-CREST Shareholders to apply
for Open Offer Shares;
"Basic Entitlement" the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open
Offer Share for every 8 Existing Ordinary Shares registered in their name as
at the Record Date, on and subject to the terms of the Open Offer;
"Board" or "Directors" the directors of the Company whose names are set out in the Circular;
"Brokers" finnCap and Cenkos;
"Business Day" any day on which banks are usually open in England and Wales for the
transaction of business, other than a Saturday, Sunday or public holiday;
Cenkos Securities plc;
"Cenkos"
"Circular" the circular, posted to Shareholders on 6 March 2018;
"Company" or "Chariot" Chariot Oil & Gas Limited, a company incorporated and registered in
Guernsey with company number 47532;
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & Ireland Limited;
"CREST Manual" the compendium of documents entitled CREST Manual issued by Euroclear from
time to time and comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual and the CREST
Glossary of Terms;
"CREST Member" a person who has been admitted to Euroclear as a member (as defined in the
CREST Order);
"CREST Participant" a person who is, in relation to CREST, a system-participant (as
defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from
time to time);
"CREST Sponsor" a CREST participant admitted to CREST as a CREST Sponsor;
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member;
"Enlarged Share Capital" the Company's issued ordinary share capital immediately following Admission;
"Distributors" together, finnCap and Cenkos;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application" Open Offer Shares which may be applied for by Qualifying Shareholders under
the Excess Application Facility;
"Excess Application Facility" the arrangement, documented in the Application Form, pursuant to which
Qualifying Shareholders may apply for additional Open Offer Shares in excess
of their Open Offer Entitlement in accordance with the terms and conditions of
the Open Offer;
"Excess CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, their entitlement (in
addition to his Basic Entitlement) to apply for Open Offer Shares pursuant to
the Excess Application Facility, which is conditional on him taking up his
Basic Entitlement in full and which may be subject to scaling back in
accordance with the provisions of the Circular;
"Excess Entitlement" in respect of a Qualifying Shareholder, their entitlement to apply for Open
Offer Shares pursuant to the Excess Application Facility and which may be
subject to scaling back in accordance with the provisions of the Circular;
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders under the Excess
Application Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 7 March 2018;
"Existing Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company as at the
date of this announcement, being 268,873,197 Ordinary Shares;
"FCA" the Financial Conduct Authority;
"finnCap" finnCap Ltd whose registered office is at 60 New Broad Street, London EC2M
1JJ;
"Form of Proxy" the form of proxy attached to the Circular for use by Shareholders in
connection with the GM;
"Fundraising" together, the Placing and the Open Offer;
"FSMA" Financial Services and Markets Act 2000, as amended;
"GFSC Handbook The Guernsey Financial Services Commission Handbook for Legal Professionals,
Accountants and Estate Agents on Countering Financial Crime and Terrorist
Financing;
"GM" or "General Meeting" the general meeting of the Company to be held at the offices of finnCap, 60
New Broad Street, London, EC2M 1JJ at 10.00 a.m. on 27 March 2018, notice of
which is set out in Part 6 of the Circular;
"Group" the Company and its subsidiaries at the date hereof and "Group Company" shall
be construed accordingly;
"HMRC" Her Majesty's Revenue & Customs;
"Issue Price" 13 pence per New Ordinary Share;
"Listing Rules" the listing rules of the FCA made in accordance with section 73A(2) of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the
Council on Market Abuse and all related delegated and implementing acts,
technical standards, advice and guidelines from time to time together with any
related guidance contained in the Disclosure Guidance and Transparency Rules
issued by the FCA;
"Money Laundering Regulations" The Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, the Criminal Justice Act 1993, the Proceeds of
Crime Act 2002, the GFSC Handbook, POCL and the other relevant enactments as
referred to in the GFSC Handbook;
"New Ordinary Shares" the new Ordinary Shares in the capital of the Company to be issued in
connection with the Placing and Open Offer;
"Notice of GM" or the notice of General Meeting which forms part of the Circular;
"Notice of General Meeting"
"Open Offer" the invitation to Qualifying Shareholders to subscribe for the Open Offer
Shares at the Issue Price on the terms and subject to the conditions set out
in the Circular and, in the case of Qualifying Non-CREST Shareholders only,
the Application Form;
"Open Offer Entitlement" 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" the 33,609,150 New Ordinary Shares being made available to Qualifying
Shareholders pursuant to the Open Offer;
"Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company;
"Overseas Shareholder" a Shareholder with a registered address outside of the United Kingdom;
"Participant ID" the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant;
"PDMR" has the meaning given under Article 3(25) of MAR;
"Placees" the placees subscribing for Placing Shares pursuant to the Placing;
"Placing" the proposed placing by finnCap and Cenkos, as joint brokers and agents for
the Company, of the Placing Shares;
"Placing Agreement" the conditional placing and open offer agreement dated 27 February 2018
between finnCap, Cenkos and the Company, details of which will be set out in
the letter from the Chairman in the Circular;
"Placing Shares" the 82,582,747 New Ordinary Shares to be allotted on the terms of the Placing
Agreement;
"POCL" the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 as
amended;
"Prospectus Directive" directive 2003/71/EC on the prospectus to be published when securities are
offered to the public or admitted to trading;
"Prospectus Rules" the prospectus rules of the Financial Conduct Authority made under Part VI of
the Financial Services and Markets Act 2000;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form in
CREST at the Record Date;
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in certificated form at the
Record Date;
"Qualifying Shareholders" holders of Ordinary Shares on the register of members of the Company at the
Record Date with the exclusion of Shareholders with a registered address in or
who are resident in any Restricted Jurisdiction;
"Record Date" 5.30 p.m. on 2 March 2018;
"Receiving Agent", "Link Market Services" or "Link Asset Services" Link Asset Services whose registered office is at The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU;
"Regulatory Information Service" has the meaning given under the AIM Rules;
"Resolutions" the resolutions to be
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