REG - Chariot Oil & Gas Ld - Proposed Placing <Origin Href="QuoteRef">CHARC.L</Origin> - Part 2

ChariotAnnouncement

06/09/2014 18:40

- Part 2: For the preceding part double click  ID:nRSU9145Ma 

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; 
 
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 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; 
 
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 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 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; 
 
it has neither received nor relied on any confidential price sensitive
information concerning the Company in subscribing for Shares; 
 
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, the Terrorism Act 2006, the Money Laundering
Regulations 2007 and Part VIII of the Financial Services and Markets Act 2000
(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
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; 
 
if it is a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, any 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; 
 
it has complied and will comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the Shares in, from or otherwise
involving, the United Kingdom; 
 
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 and Transparency Rules; 
 
it and any person acting on its behalf is entitled to subscribe for and
purchase the 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; 
 
it (and any person acting on its behalf) will make or procure payment for the
Shares allocated to it in accordance with this Announcement on the due time
and date set out herein, failing which the relevant 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
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 Shares on its
behalf; 
 
the person whom it specifies for registration as holder of the 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 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; 
 
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; 
 
it will indemnify and hold the Company and the Joint Bookrunners and their
respective affiliates 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 and further agrees that the
provisions of this Appendix shall survive after completion of the Placing; 
 
its commitment to subscribe for 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 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
Shares is, or is acting as nominee or agent for, and that the Shares will not
be allotted to, a person who is or may be liable to stamp duty or stamp duty
reserve tax 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 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; 
 
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
Shares in any country or jurisdiction where any such action for that purpose
is required; 
 
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 Shares
or the agreement by them to subscribe for any Shares; 
 
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
Shares; 
 
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; 
 
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; 
 
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; 
 
that past performance is no guide to future performance and persons needing
advice should consult an independent financial adviser; 
 
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; 
 
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; 
 
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 Shares offered to it; and 
 
time shall be of the essence as regards obligations pursuant to this
Appendix. 
 
10.       Entire Agreement 
 
The terms set out in this Appendix and the allocation of 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). 
 
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