REG - Chariot Oil & Gas Ld - Conditional Placing, Open Offer & Notice of GM <Origin Href="QuoteRef">CHARC.L</Origin> - Part 3
27/02/2018 07:06
- Part 3: For the preceding part double click ID:nRSa9829Fb
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 "Notice of General Meeting" the notice of General Meeting which forms part of the Circular;
"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 proposed at the GM, as set out in the Notice of GM;
"Restricted Jurisdiction" each and any of Australia, Canada, Japan, the Republic of South Africa, New Zealand and the United States and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" holders of Existing Ordinary Shares;
"subsidiary" has the meaning given in section 1159 of the Companies Act 2006;
"UK" or "the United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"Uncertificated" or "Uncertificated form" recorded on the relevant register or other record of the Ordinary Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United States", "United States of America" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction;
"USE", unmatched stock event;
"£", "pounds sterling", "pence" or "p" the lawful currency of the United Kingdom;
"$" or US$" the lawful currency of the United States; and
"E" the lawful currency of the members states of the European Union that have adopted and retained a common single currency through the monetary union of the Eurozone.
This information is provided by RNS
The company news service from the London Stock Exchange
- Part 3: For the preceding part double click ID:nRSa9829Fb
proposed at the GM, as set out in the Notice of GM;
"Restricted Jurisdiction" each and any of Australia, Canada, Japan, the Republic of South Africa, New
Zealand and the United States and any other jurisdiction where the extension
or the availability of the Open Offer would breach any applicable law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" holders of Existing Ordinary Shares;
"subsidiary" has the meaning given in section 1159 of the Companies Act 2006;
"UK" or "the United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"Uncertificated" or "Uncertificated form" recorded on the relevant register or other record of the Ordinary Shares or
other security concerned as being held in uncertificated form in CREST, and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;
"United States", "United States of America" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all areas
subject to its jurisdiction;
"USE", unmatched stock event;
"£", "pounds sterling", "pence" or "p" the lawful currency of the United Kingdom;
"$" or US$" the lawful currency of the United States; and
"€" the lawful currency of the members states of the European Union that have
adopted and retained a common single currency through the monetary union of
the Eurozone.
This information is provided by RNS
The company news service from the London Stock Exchange
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