REG - CleanTech Lithium - Additional Licences, Fundraising & Board Changes
11/08/2025 07:00
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RNS Number : 7650U CleanTech Lithium PLC 11 August 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
11 August 2025
CleanTech Lithium PLC ("CleanTech Lithium", "CTL" or the "Company")
Acquisition of Additional Licences
Fundraising
Loan Note Restructuring
And
Board Changes
CleanTech Lithium PLC (AIM: CTL), an exploration and development company
advancing sustainable lithium projects in Chile, announces the planned
acquisition of additional licences at Laguna Verde, its intention to raise
approximately £4.25 million by way of an accelerated bookbuild, a
restructuring of its existing loan notes, and certain changes to the Board of
Directors.
Highlights:
· CleanTech Lithium has on 8 August 2025 signed a binding sale and
purchase agreement ("SPA") in Chile to acquire an additional 30 licences in
the Laguna Verde project (the "Minergy Licences") area from a Chilean family
office, Minergy Chile SpA, (the "Acquisition") with completion having occurred
subject only to payment of US$0.6m from the Firm Placing proceeds.
Accordingly, CleanTech Lithium's control increases to 97.63% of the licences
within the Government defined Special Lithium Operating Contract ("CEOL")
polygon which the Company anticipates will enable it to seek a streamlined
CEOL process for Laguna Verde. The current minimum threshold of control is 80%
of the Government defined CEOL polygon.
· The Company intends to raise approximately £4.25 million by way
of a firm placing and conditional placing of new Ordinary Shares (the "Placing
Shares") at a price of 5p per new Ordinary Share (the "Issue Price") by way
of an accelerated bookbuild (the "Placing"), consisting of:
o Tranche 1: 22,389,380 Placing Shares at the Issue Price to raise
approximately £1.12 million; and
o Tranche 2: further Placing Shares at the Issue Price to raise a further
approximately £3.13 million, subject to the passing of the necessary
Resolutions at a general meeting of the Company ("General Meeting").
· The Company has also granted a broker option to Fox-Davies,
pursuant to which up to an additional £0.25 million (which can be increased
at Fox-Davies and the Company's discretion) can be raised at the Issue Price
until 5.00 p.m. on 22 August 2025 (the "Broker Option"), again subject to the
passing of the necessary Resolutions at the General Meeting. Furthermore,
subject to the passing of the necessary Resolutions, the Company also intends
to make a retail offer up to an additional £0.25 million via BookBuild
of new Ordinary Shares to existing shareholders (the "Retail Offer" and,
together with the Placing and the Broker Option, the "Fundraising") at the
Issue Price details of which, including the timetable, will be announced
separately.
· As part of the Fundraising, again subject to the passing of the
necessary Resolutions at the General Meeting, each Fundraising Share will
carry a warrant entitlement of 1 warrant for every 1 Fundraising Share (the
"Placee Warrants"). Placee Warrants are exercisable at a price of 6 pence at
any time from one year after the date of Second Admission until up to and
including the date which is 3 years from the date of Second Admission.
· Subject to the passing of the necessary Resolutions at the
General Meeting, the maturity date for the Loan Notes shall be extended to 30
June 2026 and the existing premium and fees payable on the Loan Notes shall be
capitalised. The loan note holders ("Noteholders"), collectively, will be
granted the right to appoint a non-voting Board observer until the Loan Notes
are repaid in full. Furthermore, as an alternative to Loan Notes being
repaid in cash on maturity, again subject to the passing of the necessary
Resolutions at the General Meeting, the Loan Notes may now also be convertible
at £0.05/share at any time prior to maturity and the 2024 Warrants, granted
previously with exercise prices of A$0.456 and £0.24, will be regranted
with exercise prices of A$0.176 and £0.086 which represent a 72% premium to
the Issue Price.
· The Board shall be, temporarily, reduced to two directors as part
of operational cost reductions, with Steve Kesler reverting to Non-Executive
Chairman and Gordon Stein, Maha Daoudi and Tommy McKeith agreeing to step down
from the Board. Jonathan Morley-Kirk has also stepped down and will be
replaced by another Jersey resident Non-Executive Director in due course.
Gordon Stein will continue in his role as CFO until 11 February 2026.
· Use of Proceeds: the net proceeds will be used to fund the
initial payments for the Acquisition, the final PFS payments for Laguna Verde,
DLE technical work and general working capital.
Steve Kesler, Non-Executive Chairman, CleanTech Lithium PLC, said:
"The acquisition of the Minergy Licences is a pivotal step in the de-risking
and advancement of the Laguna Verde Project. It increases our licence control
within the Government CEOL reference polygon to 97.63%, giving us a clearer
pathway to seek a streamlined CEOL approval.
This, combined with the upcoming publication of our PFS, puts us in the
position to attract strategic investors and move confidently toward a Final
Investment Decision ("FID"). This is a pivotal time at CTL as we continue to
advance our Laguna Project responsibly, working with local communities, and
supporting Chile's ambitions for sustainable lithium development.
It appears the lithium market is coming off its low as there is continued
strong demand for lithium for EVs and BESS and analysts are recognising the
current oversupply should turn to deficit soon. The prospect of higher prices
can already be seen in strengthening lithium company share prices.
It is with this more positive outlook that we are pleased the Noteholders have
agreed to restructure and extend their Loan Notes until end June 2026, and I
thank them for their constant support during a difficult period.
I also thank the shareholders and new investors who will be participating in
the Fundraising which provides the finance to acquire the Minergy Licences and
working capital for the Group with sole focus on completing the necessary
workstreams on Laguna Verde to progress towards CEOL award. Your support over
a number of years is much appreciated.
The Board has also been reduced to save costs and I would like to thank the
departing directors for the work they did on the Board and Board committees,
the wise advice they provided and their support to the Company during some
challenging times."
Minergy Licence Acquisition
CleanTech Lithium has on 8 August 2025 signed a binding SPA, via its
wholly-owned Chilean subsidiary, CleanTech Laguna Verde Dos SpA ("CTLVD"),
with Minergy Chile SpA (the "Seller"), a Chilean family office, to acquire the
Minergy Licences within the proposed Government-referenced CEOL (Special
Lithium Operating Contract) polygon for the Laguna Verde project.
As a result of the Acquisition, the Company's Chilean subsidiaries will hold
97.63% of the licences within the Government referenced CEOL polygon,
consolidating its control over the majority of the Laguna Verde project area.
This enhanced licence position exceeds the required minimum 80% of licences in
the CEOL polygon which should allow CleanTech Lithium to seek a streamlined
CEOL process for Laguna Verde. Acquiring the Minergy Licences removes the
Seller as a competitor for a CEOL and mitigates the risk of any future
challenges as and when a CEOL is awarded.
The Seller has agreed to a staggered, performance-based payment structure,
with milestone payments linked to the granting of a CEOL, the signing of a FID
and the commencement of lithium carbonate sales as set out below.
Milestone US$'million
Upon signature of SPA 0.60
15 days after signature of SPA 0.38
9 months after signature of SPA or upon Laguna Verde CEOL signature* 1.02
2.00
Total initial payments
36 months after signature of SPA or upon FID * 2.50
30 December 2031 or upon first 10,000 tonnes lithium carbonate equivalent
("LCE") sales from Laguna Verde *
3.00
30 July 2033 or upon first 20,000 tonnes LCE sales * 3.00
30 December 2035 or upon first 40,000 tonnes LCE sales * 3.50
12.00
Total payments from project FID or production
14.00
Total payments
* Whichever is earlier
Chilean Ministry of Mining representatives have indicated in recent meetings
with the Company that, with the Acquisition and the submission of financial
support letters from the Company's major shareholders (which have not yet been
obtained), the Company should meet the key eligibility requirements for the
Laguna Verde CEOL. It is expected that this would allow CTLVD, CleanTech
Lithium's subsidiary company in Chile, to proceed through a streamlined CEOL
application process, avoiding the need to participate in a competitive public
tender. There is no absolute certainly however that this will be forthcoming.
Fundraising
The Company announces that it is planning to raise approximately £4.25
million via the Placing, up to £0.25 million (which can be increased at
Fox-Davies and the Company's discretion) via the Broker Option and up to
£0.25 million via Retail Offer at the Issue Price. The Placing will be
conducted through an ABB, which will be launched immediately following release
of this Announcement and will be made available to new and existing eligible
institutional investors. The Placing is subject to the Terms and Conditions
set out in Appendix 1 to this Announcement. Fox-Davies are acting as sole
bookrunner ("Bookrunner").
The Fundraising includes the following elements:
· a Placing which is being conducted in two tranches raising
approximately £4.25 million with:
o the first tranche being a firm placing of 22,389,380 new Ordinary Shares
to raise approximately £1.12 million ("Firm Placing Shares"), such number
being the maximum permitted within the Company's existing share authorisation
limits given at the last General Meeting on 24 March 2025 (the "Firm
Placing"); and
o the second tranche, which shall be subject to the passing of the
Resolutions, being a conditional placing of new Ordinary Shares ("Conditional
Placing Shares"), to raise approximately £3.13 million (the "Conditional
Placing").
· a Broker Option to raise gross proceeds of up to £0.25 million
(which can be increased at Fox-Davies and the Company's discretion), subject
to the passing of the Resolutions.
· a Retail Offer to raise gross proceeds of up to £0.25 million,
subject to the passing of the Resolutions, details of which, including the
timetable, will be announced separately.
· The Fundraising Shares have 1 Placee Warrant attached to every 1
Fundraising Share. Grant of all of the Placee Warrants is conditional upon the
passing of the Resolutions.
· The Fundraising is being conducted at the Issue Price of 5 pence,
which represents a discount of approximately 26 per cent. to the closing
share price of 6.75 pence per Ordinary Share on 8 August 2025, being the last
practicable date prior to publication of this Announcement.
· The Placing is being conducted through the ABB, which will be
launched immediately following this Announcement and will be made available to
eligible institutional investors on the terms and conditions set out in the
Appendix 1 to this Announcement. The ABB is expected to close no later than
8.00 a.m. on 11 August 2025. However, the Broker and the Company reserve the
right to close the ABB earlier or later, without further notice.
· The Conditional Placing, the Broker Option, the Retail Offer and
the grant of the Placee and the Broker Warrants will be conditional on the
passing of the Resolutions at the General Meeting. Following the close of the
ABB, the Company expects to publish, on or about 13 August 2025, the Circular
to convene the General Meeting ("Circular").
Use of Proceeds
The Placing enables the Company to fund the initial staged payments (approx.
£0.75m) under the binding SPA with the Seller, complete and publish the PFS,
DLE technical work and general working capital expected to cover the
fundraising, legal, audit and listing and compliance costs until 2Q 2026.
The publication of the PFS, which is expected to occur when the Company is
entered into a streamlined CEOL process will assist the Company in various
discussions when the Company will be seeking to introduce a strategic investor
into the project to fund work, including Definitive Feasibility Study ("DFS")
and Environmental Impact Assessment ("EIA"), leading to a FID.
The Broker Option
In addition to the Placing, the Company has granted a Broker Option to
Fox-Davies pursuant to the Placing Agreement in order to enable Fox-Davies to
deal with any additional demand in the event that requests to participate in
the Placing are received during the period from the date of the publication of
the announcement confirming the close of the ABB until 5.00 p.m. on 22 August
2025 from Relevant Persons (as defined in Appendix 1 to this Announcement).
The primary purpose of the Broker Option, which is offered to existing
institutional shareholders, is to deal with demand from those investors who
did not participate in the Placing or could not be reached immediately as part
of the ABB. The Broker Option is exercisable by Fox-Davies up until 5.00 p.m.
on 22 August 2025 and is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
Any Broker Option Shares and Placee Warrants issued pursuant to the exercise
of the Broker Option will be issued on the same terms and conditions as the
Placing Shares and Placee Warrants, which are set out in Appendix 1 to this
Announcement, and will comprise up to 5,000,000 new Ordinary Shares and up to
5,000,000 Placee Warrants.
The Broker Option may be exercised by Fox-Davies in its absolute discretion,
but there is no obligation on Fox-Davies to exercise the Broker Option or to
seek to procure subscribers for any Broker Option Shares and attached Placee
Warrants from investors pursuant to the Broker Option.
The Broker Option, if exercised, is up to £0.25 million (before expenses) and
may be increased at Fox-Davies and the Company's discretion. The issue of the
Broker Option Shares and Placee Warrants is conditional on passing of the
Resolutions and First Admission becoming effective.
Broker Warrants
As consideration for its services in connection with the Fundraising, the
Company intends to issue the Bookrunner with warrants over such number of
Ordinary Shares as is equal to between 6 and 7.5% of the Placing Shares and
the Broker Option Shares (if any) (each a "Broker Warrant"). Each Broker
Warrant will be exercisable at a price equal to the Issue Price up until five
years from the date of Second Admission. The Broker Warrants will be granted
conditional on the passing of the Resolutions at the General Meeting.
Loan Note Restructuring
On 1 July 2024 the Company announced it had secured commitments from several
investors to raise approximately A$4 million (~£2.1 million) through the
issue of Loan notes ("the Loan Notes"). The repayment of the Loan Notes was
extended to 15 August 2025. CleanTech Lithium has now reached an agreement
with its Noteholders to temporarily waive the requirement to redeem the Loan
Notes by 15 August 2025 and to extend, subject to shareholder approval, the
maturity date of the Loan Notes to 30 June 2026. The new, longer-term
extension reflects continued support from Noteholders and includes several
conditions that the Company is now seeking to implement.
The total amount outstanding to the Noteholders, as at 15 August 2025 will be
as follows:
· AUD $ 4,813,081
· GBP £ 689,351
· Equivalent to approximately GBP £3.07 million (at GBP/AUD FX
rate of 2.05)
The above amounts in AUD and GBP include principal, premium and fees and will
be capitalised to become the new principal amount payable under the Loan Notes
with the terms of the restructured Loan Notes being as follows:
· the maturity date shall be extended to 30 June 2026 ("Maturity
Date");
· a premium of 12% per annum shall be payable on redemption (or
conversion as relevant);
· Noteholders shall, for so long as the Loan Notes remain
outstanding, have a right to appoint one observer to attend meetings of the
Board in order to represent the interests of the Noteholders;
· on maturity, Noteholders shall be able to elect whether to be
repaid in cash or whether to convert the outstanding amount into new Ordinary
Shares at the Issue Price - or a combination of both;
· alternatively, Noteholders shall be able to elect to convert any
amount of the outstanding principal into new Ordinary Shares at any time up
until the Maturity Date at the Issue Price;
· subject to the consent of the Noteholders, any funds raised by
the Company over AUD$7.5million from any future fund raises shall trigger the
immediate repayment of the Loan Notes;
· the 2024 Warrants are to be regranted with exercise prices of
A$0.176 and £0.086 which is a 72% premium on the Issue Price; and
· if the Company has not entered into a streamlined CEOL process
for Laguna Verde by 31 January 2026 the Noteholders will require the Company
to engage an M&A investment bank to look at certain strategic options.
As announced on 10 February 2025, pursuant to the terms of the Loan Notes, the
Company granted security to the Noteholders in the form of a first-ranking
charge over the assets and undertakings of the Company and over the issued
share capital of the Company's wholly owned UK subsidiary, CleanTech Lithium
Limited ("Security"). The Security remains in place and will be released
once the Loan Notes are redeemed.
The Noteholders have agreed a waiver of the requirement to redeem the Loan
Notes by 15 August 2025 and have also waived any breach of the Loan Note
caused by non-payment of the staged payment which were due (and will fall due
in October) to the vendors of the Laguna Verde Project and which have
previously been reported.
The Loan Note also now includes a condition that the Company must retain
£1,000,000 in its Jersey accounts. Failure to do so shall trigger a review
event allowing the Noteholders to review the Company's financial position and
could, if the Noteholders reasonably determine that there are no alternative
options, trigger an Event of Default.
Furthermore, the Loan Note now includes the right for the Noteholders to
exercise a step-in right to control the Company's financial decision making in
circumstances where an Event of Default is continuing. This would be an
alternative to triggering enforcement proceedings.
The Loan Note restructuring is conditional on the passing of the necessary
Resolutions at the General Meeting and should shareholder approval not be
obtained, the Company will be obliged to repay the Loan Notes immediately
which it will be unable to do.
Board Changes
The Company intends to prioritise its expenditure on activities leading to an
award of a CEOL for Laguna Verde, completion of the PFS for Laguna Verde and
the introduction of potential strategic investors. Consequently, it has been
agreed that Tommy McKeith, Maha Daoudi and Gordon Stein will step down from
the Board with immediate effect. Jonathan Morley-Kirk has also stepped down
and will be replaced by another Jersey-resident non-executive director in due
course. Going forwards, and once a replacement non-executive director has
been appointed, the Company will operate with a minimum of three directors,
being one executive director and two non-executive directors. Gordon Stein
will continue in his role as CFO until 11 February 2026.
Related Party Transaction
Regal Funds(1), a substantial shareholder in the Company currently interested
in approximately 12 per cent. of the Company's issued share capital and,
therefore, a Related Party under the AIM Rules, is one of the Noteholders. As
such, the amendment and restatement of the Loan Notes and the grant of the
waiver is a Related Party Transaction for the purposes of Rule 13 of the AIM
Rules. Accordingly, the Directors of the Company, all independent, consider,
having consulted with Beaumont Cornish Limited, the Company's Nominated
Adviser, that the terms of the amended and restated Loan Notes and the waiver
are fair and reasonable insofar as the Company's shareholders are concerned.
(1)Regal Funds comprising Regal Funds Management Pty Limited and its
associates (including Regal Partners Limited, of which Regal Funds Management
Pty Limited is a wholly owned subsidiary) which act as trustee and investment
advisor for certain funds
General Meeting
Shareholder approval is required for the Directors to issue the Conditional
Placing Shares, the Broker Option Shares, the Retail Offer Shares, the Placee
Warrants, and the Broker Warrants. Shareholder approval is also required for
the right of Noteholders to convert their Loan Notes into the Conversion
Shares and the regrant of the 2024 Warrants to Noteholders. The General
Meeting is expected to be held at the offices of the Company at de Carteret
House, Castle Street, St Helier, Jersey, JE2 3BT for the purpose of passing
the Resolutions. It is currently anticipated that the General Meeting will
be held on or about 29 August 2025. The Circular is expected to be published
on or about 13 August 2025. The Circular will be available on the Company's
website at https://www.ctlithium.com (https://www.ctlithium.com/) .
Applications will be made to London Stock Exchange plc ("London Stock
Exchange") for the Fundraising Shares to be admitted to trading on the AIM
market of the London Stock Exchange ("AIM"). It is currently expected that
First Admission and Second Admission will become effective, and that dealings
in the respective shares will commence on AIM, on or around 14 August
2025 and 1 September 2025, respectively. No application is being made for
any of the Warrants to be admitted to trading on AIM.
Expected Timetable of Principal Events
The times and dates set out below are subject to change and may be adjusted by
the Company in consultation with the Bookrunner. The timetable below also
assumes that the Resolutions are passed at the General Meeting without
adjournment. In the event of any significant changes from the below expected
timetable, details of the new times and dates will be notified to shareholders
by an announcement on a Regulatory Information Service.
2025
Announcement of the Placing 11 August
Expected time and date of announcement of results of the Placing 11 August
Publication of Circular 13 August
First Admission effective and dealings in the Firm Placing Shares expected to 8.00 a.m. on 14 August
commence on AIM
CREST accounts credited in respect of Firm Placing Shares 14 August
General Meeting 10.00 a.m. on 29 August
Expected announcement of results of the General Meeting 11.00 a.m. on 29 August
Second Admission effective and dealings in the Conditional Placing Shares, the 8.00 a.m. on 1 September
Broker Option Shares, and the Retail Offer Shares expected to commence on AIM
Where applicable, expected date for CREST accounts to be credited in respect 1 September
of Conditional Placing Shares, the Broker Option Shares and the Retail Offer
Shares and Warrants in uncertificated form
Where applicable, expected date for despatch of definitive certificates for within 14 days of
Conditional Placing Shares, the Broker Option Shares and the Retail Offer
Shares and Warrants Second Admission
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. Upon publication of this announcement, this inside information is
now considered to be in the public domain. The person who arranged for the
release of this announcement on behalf of the Company was Steve Kesler,
Director and Chairman.
For further information contact:
CleanTech Lithium PLC
Ignacio Mehech/Gordon Stein/Nick Baxter Office: +44 (0) 1534 668 321
Mobile: +44 (0) 7494 630 360
Chile office: +562-32239222
Beaumont Cornish Limited (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish/Asia Szusciak
Fox-Davies Capital Limited (Broker and Bookrunner) +44 (0) 20 3884 8450
Daniel Fox-Davies daniel@fox-davies.com (mailto:daniel@fox-davies.com)
Notes
CleanTech Lithium (AIM:CTL, Frankfurt:T2N) is an exploration and development
company advancing lithium projects in Chile for the clean energy transition.
CleanTech Lithium has two key lithium projects in Chile, Laguna Verde and
Viento Andino, and exploration stage project in Arenas Blancas (Salar de
Atacama), located in the lithium triangle, a leading centre for battery grade
lithium production.
CleanTech Lithium is committed to utilising Direct Lithium Extraction ("DLE")
with reinjection of spent brine resulting in no aquifer depletion. Direct
Lithium Extraction is a transformative technology which removes lithium from
brine with higher recoveries, short development lead times and no extensive
evaporation pond construction. For more information, please
visit: www.ctlithium.com (http://www.ctlithium.com/)
Important Notices
This Announcement includes "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
document. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forwardlooking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Company or any other
person following the implementation of the Fundraising or otherwise.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons who require
advice should consult an independent financial adviser.
The distribution of this Announcement and the offering of the Fundraising
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Bookrunner that would permit an offering of such
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Bookrunner to inform
themselves about, and to observe, any such restrictions.
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in Australia,
Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Fox-Davies Capital Limited is authorised and regulated by the FCA in the
United Kingdom and is acting as sole broker and bookrunner exclusively for the
Company and no one else in connection with the Fundraising and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Fundraising or any other matters referred to in this
announcement.
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the Fundraising and is not acting for any other
persons in relation to the Fundraising. Beaumont Cornish Limited is acting
exclusively for the Company and for no one else in relation to the matters
described in this announcement and is not advising any other person and
accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish Limited, or
for providing advice in relation to the contents of this announcement or any
matter referred to in it.
Appendix 1 to this Announcement sets out the terms and conditions of the
Fundraising. By participating in the Fundraising, each Placee will be deemed
to have read and understood this Announcement (including the Appendices) in
its entirety, to be participating in the Fundraising and making an offer to
acquire and acquiring Fundraising Shares on the terms and subject to the
conditions set out in Appendix 1 to this announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
Appendix 1 to this Announcement.
Appendix 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, EITHER (I) PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") (AND WHO ARE ALSO EITHER (a) PERSONS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"), OR (b) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER), OR (II)
PERSONS WHO ARE IN RECEIPT OF THE OFFER IN ACCORDANCE WITH ARTICLE 1(4)(b) OF
THE UK PROSPECTUS REGULATION (AND WHO ARE ALSO PERSONS WHO FALL WITHIN ARTICLE
43 OF THE ORDER (MEMBER AND CREDITORS OF CERTAIN BODIES CORPORATE)), OR (C) IF
IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN THE
MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH)
("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN
SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR"
WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH
PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), OR (D) PERSONS IN THE
PROVINCES OF ONTARIO AND BRITISH COLUMBIA, CANADA WHO ARE AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 -
PROSPECTUS EXEMPTIONS ("NI 45-106") OF THE CANADIAN SECURITIES ADMINISTRATORS
OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) AND A "PERMITTED CLIENT"
as defined in National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations OF THE CANADIAN SECURITIES
ADMINISTRATORS, OR (E) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C), (D) and (E) ABOVE
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE NEW ORDINARY SHARES AND
HAVE COMPLIED WITH, AND WILL COMPLY WITH, APPLICABLE SECURITIES LAWS IN
CONNECTION WITH THE PLACING.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE NEW
ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR
WITHIN THE UNITED STATES OF AMERICA
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE EEA, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, THE UNITED
STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not itself
constitute or form part of an offer to sell or issue or the solicitation of an
offer to buy or subscribe for securities referred to herein in any
jurisdiction including, without limitation, the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia), Canada, Australia, New Zealand, South Africa, Japan
or Hong Kong (each a "Restricted Territory") or in any other jurisdiction
where such offer or solicitation is unlawful. No public offering of securities
will be made in connection with the Placing in the EEA, the United Kingdom,
Canada, the United States, Australia, New Zealand, South Africa, Japan, Hong
Kong or any other Restricted Territory or elsewhere.
Subject to certain exceptions, this Announcement, and the information
contained herein, is not for release, publication or distribution, directly or
indirectly, to persons in any Restricted Territory or in any other
jurisdiction in which such release, publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the offer or sale
of the New Ordinary Shares or Placee Warrants in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by Fox-Davies
Capital Limited ("Fox-Davies" or the "Bookrunner"), or any of its Affiliates,
or any of their, or their respective Affiliates' partners, directors,
officers, members, employees, agents or advisers which would permit an offer
of the New Ordinary Shares or Placee Warrants or possession or distribution of
this Announcement or any other offering or publicity material relating to such
New Ordinary Shares or Placee Warrants in any jurisdiction where action for
that purpose is required. Persons distributing any part of this Announcement
must satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by each of the Company and the
Bookrunner to inform themselves about, and to observe, any such restrictions.
All offers of the New Ordinary Shares and Placee Warrants will be made
pursuant to an exemption from the requirement to produce a prospectus under
either the Prospectus Regulation, the UK Prospectus Regulation, the
Corporations Act, or Canadian securities laws, as applicable. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances to which section 21(1) of the Financial Services
and Markets Act 2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or in any other
jurisdiction where such offer or sale is unlawful or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or other
entity created or organised in or under the laws of a Restricted Territory or
in any other jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or any of its Affiliates, nor any of its or their
Affiliates' partners, directors, officers, employees, agents or advisers as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any party or its advisers, and any liability therefore is expressly disclaimed
(save that nothing in this paragraph shall exclude the liability of any person
for their own fraudulent misrepresentation).
The Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to its clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Bookrunner nor its Affiliates, nor any of its, or
their respective Affiliates', partners, directors, officers, employees,
agents or advisers, makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the New Ordinary Shares or Placee Warrants.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire New Ordinary
Shares and Placee Warrants has been given will (i) be deemed to have read and
understood this Announcement, in its entirety; and (ii) be making such offer
on the terms and conditions contained in this Appendix, including being deemed
to be providing (and shall only be permitted to participate in the Placing
on the basis that they have provided) the representations, warranties,
indemnities, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will subscribe for,
acquire, hold, manage or dispose of any New Ordinary Shares and Placee
Warrants that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA which
is subject to the Prospectus Regulation (each a "Relevant Member State") who
acquires any New Ordinary Shares and Placee Warrants pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any New Ordinary Shares and Placee Warrants acquired by it
as a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the New Ordinary Shares and Placee Warrants acquired
by and/or subscribed for by it in the Placing will not be acquired and/or
subscribed for on a non-discretionary basis on behalf of, nor will they be
acquired or subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in any Relevant Member State to EEA Qualified
Investors, or in circumstances in which the prior consent of the Bookrunner
has been given to each such proposed offer or resale; or
(ii) where New Ordinary Shares and Placee Warrants have
been acquired or subscribed for by it on behalf of persons in any Relevant
Member State other than EEA Qualified Investors, the offer of those New
Ordinary Shares and Placee Warrants to it is not treated under the Prospectus
Regulation as having been made to such persons;
3. in the case of a Relevant Person in the United Kingdom who acquires
any New Ordinary Shares and Placee Warrants pursuant to the Placing:
(a) it is either:
a. a UK Qualified Investor; or
b. a shareholder of the Company; and
(b) in respect of any New Ordinary Shares and Placee Warrants acquired by it
as a financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the New Ordinary Shares and Placee Warrants acquired
by and/or subscribed for by it in the Placing will not be acquired and/or
subscribed for on a non-discretionary basis on behalf of, nor will they be
acquired or subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in the United Kingdom to UK Qualified Investors, or in
circumstances in which the prior consent of the Bookrunner has been given to
each such proposed offer or resale; or
(ii) where the New Ordinary Shares and Placee Warrants
have been acquired or subscribed for by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those New Ordinary
Shares and Placee Warrants to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. in the case of a person in Australia who acquires any New Ordinary
Shares and Placee Warrants pursuant to the Placing , it is a Wholesale
Investor, and it is not that person's intention or purpose that any of the New
Ordinary Shares and Placee Warrants be acquired for the purpose of selling or
transferring the securities or granting, issuing, or transferring interests
in, or options over, them; and
5. in the case of a person in Canada who acquires any New Ordinary
Shares and Placee Warrants pursuant to the Placing:
(a) it has duly completed a form of Canadian representation letter with
respect to the New Ordinary Shares and Placee Warrants;
(b) it is resident in the Province of Ontario or British Columbia, Canada,
and is subject to the securities laws of such Province;
(c) it is an "accredited investor" within the meaning of section 1.1
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, in
Ontario, as such term is defined in section 73.3(1) of the Securities
Act (Ontario) (the "OSA"), as applicable;
(d) it is a "permitted client" as defined in National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations;
(e) it is, or is deemed to be, purchasing the New Ordinary Shares and Placee
Warrants as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; and
(f) such person was not created or used solely to purchase or hold the New
Ordinary Shares and Placee Warrants as an accredited investor under NI 45-106.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Bookrunner will commence an
accelerated bookbuilding process in respect of the Placing ("Accelerated
Bookbuild") and, subject to the exercise of the Broker Option a further
bookbuild ("Broker Option Bookbuild") in respect of the Broker Option Shares
(together the "Bookbuilds") to determine demand for participation in the
Placing by Placees. The books will open with immediate effect following
release of this Announcement. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilds as they may, in their absolute
discretion, determine.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local measures implementing
retained EU law (as defined in section 6(7) of the European Union (Withdrawal)
Act 2018) in the United Kingdom) ("Retained MiFID Provisions" (together, the
"MiFID II Product Governance Requirements")) and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
and Placee Warrants have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II and the
Retained MiFID Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II and the Retained MiFID
Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the New Ordinary Shares (and the Ordinary Shares that are subject
to the Placee Warrants) may decline and investors could lose all or part of
their investment; the New Ordinary Shares and Placee Warrants offer no
guaranteed income and no capital protection; and an investment in the New
Ordinary Shares and Placee Warrants is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the Retained MiFID Provisions; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the New Ordinary Shares and Placee Warrants.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and Placee Warrants and
determining appropriate distribution channels.
Details of the Placing Agreement, the New Ordinary Shares and the Placee
Warrants
The Bookrunner is acting as the Company's agent in connection with the
Placing. The Bookrunner has entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
the Bookrunner has agreed, as agent for the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares at a price of 5 pence per
Placing Share (the "Issue Price") and as set out in the Placing Agreement. In
addition, the Company has granted a Broker Option to Fox-Davies to place up to
5 million Broker Option Shares at the Issue Price if there is additional
demand. For every Placing Share subscribed for, the Placee will also be
granted one Placing Warrant. Each Placing Warrant will entitle the subscriber
to subscribe for one Ordinary Share at a price of 6 pence per Ordinary Share
at any time from one year after the date of Second Admission until up to and
including the date which is 3 years from the date of Second Admission. The
Placee Warrants will be unlisted and no application will be made for the
Placee Warrants to be admitted to trading on AIM or any other stock exchange.
The Placing Shares will be allotted and issued in two tranches:
1. the first tranche will be up to a maximum of 22,389,380 Firm Placing
Shares utilising the Company's existing share issuance authorities and shall
be allocated between Placees as determined by Fox Davies at its sole
discretion (the "First Trance"); and
2. the Conditional Placing Shares, being the balance of the Placing
Shares not issuable in the First Admission plus to the extent the Broker
Option is exercised any Broker Option Shares will be allotted and issued
conditional upon (inter alia) the passing of the Resolutions at a General
Meeting ("Tranche 2", and each of Tranche 1 and Tranche 2 being a "Tranche").
The number of Placing Shares and Placee Warrants in the Placing will be
determined following completion of the Accelerated Bookbuild and set out in
the placing supplement agreement to be entered into between Bookrunner and the
Company (the "Placing Supplement Agreement"). The final number of Placing
Shares and Placee Warrants and their allocations will be decided at the close
of the Accelerated Bookbuild. The timing of the closing of the Accelerated
Bookbuild will be at the discretion of the Company and the Bookrunner. Details
of the number of Placing Shares and Placee Warrants will be announced as soon
as practicable after the close of the Accelerated Bookbuild.
Each Placee who agrees to subscribe for Placing Shares in the Placing, and
whose participation is confirmed by the Bookrunner, will have their allocation
of Placing Shares split between Tranche 1 and/or Tranche 2 in such proportions
as the Bookrunner may determine, in their absolute discretion.
If the Bookrunner elects to exercise the Broker Option, the number of Broker
Option Shares and the attached Placee Warrants will be determined following
completion of the Broker Option Bookbuild and set out in the notice of
exercise of the Broker Option. The final number of Broker Option Shares and
Placee Warrants and their allocations will be decided at the close of the
Broker Option Bookbuild. The timing of the closing of the Broker Option
Bookbuild will be at the discretion of the Company and the Bookrunner. Details
of the number of Broker Option Shares and Placee Warrants will be announced as
soon as practicable after the close of the Broker Option Bookbuild.
In accordance with the terms and subject to the conditions in the Placing
Agreement, the Placing is not being underwritten by the Bookrunner or anyone
else, and in the event that subscribers are not obtained for all or any of the
Placing Shares and Placee Warrants or in the event of a default to make
payment by any subscribers procured by the Bookrunner, there will be no
obligation on the Bookrunner to subscribe for any New Ordinary Shares and
Placee Warrants.
The New Ordinary Shares have been or will be duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares. The New
Ordinary Shares and Placee Warrants will be issued free of any encumbrances,
liens or other security interests.
Application for Admission to trading on AIM
Applications will be made to the London Stock Exchange for First Admission of
the Firm Placing Shares to trading on AIM and for Second Admission of the
Conditional Placing Shares and Broker Option Shares (if any). It is expected
that:
1. First Admission will take place at 8.00 am (London time) on 14 August
2025, or such later date as may be agreed between the Company and the
Bookrunner, provided that such date is no later than 8.00 am (London time) on
the Long Stop Date; and
2. Subject to the passing of the Resolutions at the General Meeting
Second Admission will take place at 8.00 am (London time) on 1 September 2025,
or such later date as may be agreed between the Company and the Bookrunner,
provided that such date is no later than 8.00 am (London time) on the Long
Stop Date.
All Placee Warrants corresponding to the Placing Shares and the Broker Option
Shares (if any) shall be granted on Second Admission and such grant is
conditional on the passing of the Resolutions at the General Meeting.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as agent of the Company.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner
and its affiliates are entitled to enter bids as principal in the Bookbuilds.
2. The Bookbuilds, if successful, will establish the number of Placing
Shares and Placee Warrants which will be included in the Placing. The number
of Placing Shares and Placee Warrants and the aggregate proceeds to be raised
through the Placing will be agreed between the Bookrunner and the Company
following completion of the relevant Bookbuilds.
3. To bid in the Bookbuilds, Placees should communicate their bid by
telephone or in writing to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to acquire at the Issue Price. The Placing Shares carry a Warrant
entitlement of one Warrant for every Placing Share. Bids in the Bookbuilds may
be scaled down by the Bookrunner on the basis referred to in
paragraph 6 below. Each Placee who agrees to subscribe for Placing Shares in
the Placing, and whose participation is confirmed by the Bookrunner, will have
their allocation of Placing Shares split between Tranche 1 and/or Tranche 2 in
such proportions as the Bookrunner may determine, in its absolute discretion.
4. The Accelerated Bookbuild is expected to close no later than 8.00 am
(London time) on 11 August 2025, being one hour after the time of this
Announcement, but may be closed earlier or later, at the absolute discretion
of the Bookrunner. If the Broker Option is exercised, the Broker Option
Bookbuild is expected to close no later than 5.00 pm (London time) on 22
August 2025, but may be closed earlier or later, at the absolute discretion of
the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids
that are received after the Bookbuilds have closed.
5. Each Placee's allocation will be confirmed to Placees either orally
or by email by the Bookrunner following the close of the relevant Bookbuild.
Subject to paragraph 8 below, the Bookrunner's oral confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the Bookrunner
(as an agent of the Company) and the Company, under which such Placee agrees
to subscribe for the number of Placing Shares and Placee Warrants allocated to
it and to pay the Issue Price for each such Placing hare on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association.
6. Subject to paragraphs 2 and 3 above, the Bookrunner may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at their discretion and may scale down any bids for this purpose on
such basis as they may determine or be directed. The Bookrunner may also,
notwithstanding paragraphs 2 and 3 above, (i) allocate Placing Shares and
Placee Warrants after the time of any initial allocation to any person
submitting a bid after that time, and (ii) allocate Placing Shares and Placee
Warrants after the relevant Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the absolute
discretion of the Bookrunner. If within a reasonable time after a request for
verification of identity, the Bookrunner has not received such satisfactory
evidence, the Bookrunner may, in its absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Bookrunner will be returned without interest to the account of
the drawee bank or CREST account from which they were originally debited.
7. The allocation of Placing Shares and Placee Warrants to Placees
located in Canada shall be conditional on the execution by each Placee of an
investor representation letter or subscription agreement (in the form required
by the Bookrunner).
8. A bid in the Bookbuilds will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the Bookrunner's and the Company's
consent, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner, to pay it (or its
assignee or as it may direct) in cleared funds an amount equal to the product
of the Issue Price and the number of Placing Shares that such Placee has
agreed to acquire. Such Placees' obligations will be owed to the
Bookrunner.
9. Except as required by law or regulation, no press release or other
announcement will be made by either the Bookrunner or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing(s) is/are confirmed, settlement for the Placing Shares and Placee
Warrants 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".
11. All obligations under the Bookbuilds and the Placing will be subject
to satisfaction, fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing " and to the Placing not
being terminated on the basis referred to below under "Termination of the
Placing Agreement".
12. By participating in a Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
13. To the fullest extent permissible by law, neither the Bookrunner, the
Company nor any of their respective Affiliates shall have any responsibility
or liability (including to the extent permissible by law, any fiduciary
duties) to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Bookrunner, nor the Company,
nor any of their respective Affiliates shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunners conduct of the Bookbuilds or of such alternative
method of effecting the Placing as the Bookrunner, its Affiliates and the
Company may agree or determine.
Conditions of the Placing and Broker Option
Each Tranche of the Placing is conditional upon the Placing Agreement becoming
unconditional in respect of that Tranche of the Placing and not having been
terminated in accordance with its terms. The Bookrunner's obligations under
the Placing Agreement with respect to the Placing relating to the Firm Placing
Shares are conditional on certain conditions, including (without limitation):
1. Admission of the Firm Placing Shares having become effective;
2. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to First
Admission;
3. none of the warranties or undertakings provided by the Company in the
Placing Agreement being or having become untrue, inaccurate or misleading at
any time, and no fact or circumstance having arisen which would constitute a
breach of any of the warranties or undertakings provided by the Placing
Agreement, in each case, save to the extent that the Bookrunner consider,
acting in good faith, that the relevant matter is not material in the context
of the Placing or Admission; and
4. Admission of the Firm Placing Shares taking place on or around 8.00
am (London time) on 14 August 2025, or such later date as may be agreed in
writing between the Company and the Bookrunner, being not later than 8.00 am
(London time) on the Long Stop Date.
The Bookrunner's obligations under the Placing Agreement with respect to the
Placing relating to the Conditional Placing Shares and the Broker Option
Shares (where the Broker Option is exercised) are conditional on certain
conditions, including (without limitation):
1. the Resolutions having been passed by the requisite majority at the
General Meeting;
2. the Company allotting the Broker Option Shares prior to and
conditional only on Second Admission, in accordance with the terms of the
Placing Agreement;
3. First Admission having become effective;
4. Admission of the Conditional Placing Shares having become effective
5. Second Admission taking place on or around 8.00 am (London time) on 1
September 2025, or such later date as may be agreed in writing between the
Company and the Bookrunner, being not later than 8.00 am (London time) on the
Long Stop Date;
6. the Company complying in all material respects with all of its
undertakings and obligations under the Placing Agreement and having satisfied
all of the conditions to be satisfied by it, in each case under the terms of
the Placing Agreement or under these terms, to the extent that the same fall
to be performed prior to Second Admission; and
7. none of the warranties in the Placing Agreement having ceased to be
true and accurate or having become misleading following the date of the
Placing Agreement up to and including the date of Second Admission, in each
case, as though they had been given and made on such dates by reference to the
facts and circumstances then subsisting which, in the opinion of Fox-Davies
(acting in good faith), is material in the context of the Placing and/or
Second Admission.
If, in respect of either First Admission or Second Admission: (i) any of the
conditions relating to that tranche contained in the Placing Agreement,
including (without limitation) those described above, are not fulfilled or
(where applicable) waived by the Bookrunner by the relevant time or date
specified (or such later time or date as the Company and the Bookrunner may
agree, being not later than 8.00 am on the Long Stop Date; or (ii) the Placing
Agreement is terminated in the circumstances specified below under
"Termination of the Placing Agreement", that tranche of the Placing, in
respect of the Firm Placing Shares and/or Conditional Placing Shares, will
lapse and the Placees' rights and obligations hereunder in relation to that
tranche of Placing Shares as applicable shall cease and terminate at such time
and each Placee agrees that no claim can be made by it in respect thereof.
The Bookrunner may, at its absolute discretion, waive fulfilment of all or any
of the conditions in the Placing Agreement in whole or in part, or extend the
time provided for fulfilment of one or more conditions (to the extent that the
Bookrunner is permitted to waive such condition pursuant to the Placing
Agreement). Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement. The Bookrunner may terminate the Placing
Agreement in certain circumstances, details of which are set out below.
Neither the Bookrunner nor any of its Affiliates, nor any of its Affiliates'
partners, directors, officers, employees, agents or advisers shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it or another person 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 it may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Bookrunner.
By participating in a Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before First Admission or Second
Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if:
1. any of the warranties contained in the Placing Agreement was not, or
has ceased to be, true or accurate in any material respect, or was misleading,
or would not be true, accurate or not misleading if then repeated, by
reference to the facts subsisting at the time;
2. any statement contained in any of the Placing Documents (being the
marketing presentation in relation to the Placing and the announcements in
relation to the Fundraising) has become or been discovered to be untrue or
inaccurate in any material respect or misleading or there has been a material
omission therefrom; or
3. there has occurred, in the Bookrunner's or the Nominated Adviser's
opinion, acting in good faith, a material adverse change in the business of
the Company or in the financial or trading position or prospects of the
Company which would, or would be likely to, prejudice materially the Company,
the Placing or Admission; or
4. there have occurred certain market disruption or force majeure
events, as specified in the Placing Agreement.
If the Placing Agreement is terminated after First Admission but prior to
Second Admission, such termination shall be without prejudice to First
Admission.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing terminate only in the circumstances
described above and under the "Conditions of the Placing and Broker Option"
section above and will not be capable of rescission or termination by it after
oral confirmation by the Bookrunner following the close of a Bookbuild.
By participating in a Bookbuild, each Placee agrees with the Company and the
Bookrunner that the exercise by the Company or the Bookrunner of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Bookrunner or
for agreement between the Company and the Bookrunner (as the case may be) and
that neither the Company nor the Bookrunner need make any reference to, or
undertake any consultation with, Placees and that neither they nor any of
their respective Affiliates', agents, directors, officers or employees shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise) whatsoever in connection with any such exercise.
For the avoidance of doubt, termination or withdrawal of the Retail Offer
shall not impact or prejudice the Placing. However, termination or withdrawal
of the Placing (by termination of the Placing Agreement) will equally result
in termination of the Retail Offer.
No prospectus
The New Ordinary Shares and Placee Warrants that are being issued in relation
to the Placing are being offered to a limited number of specifically invited
persons only and, for the avoidance of doubt, this will be to fewer than 150
persons and/or persons who are UK Qualified Investors, and will not be offered
in such a way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any other
authority) in relation to the Placing , or the New Ordinary Shares or the
Placee Warrants and Placees' commitments will be made solely on the basis of
publicly available information taken together with the information contained
in this Announcement.
Each Placee, by participating in the Placing , agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Bookrunner and the Company that it has neither received nor relied on
any other information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information) or the
Bookrunner or its Affiliates or any other person and neither the Bookrunner
nor the Company, nor any of their respective Affiliates nor any other person
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in making an offer to
participate in the Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Post-Admission Undertakings
The Company has, inter alia, undertaken to the Bookrunner that, except for the
New Ordinary Shares, any Ordinary Shares which may be subscribed by Directors
in conjunction with the Placing , the Broker Warrants, the Placee Warrants,
the conversion of the Loan Note, the grant and exercise of options pursuant to
the option schemes, warrant agreements/instruments, agreements and
arrangements previously disclosed to the market, Ordinary Shares issued in
lieu of Director fees, the restructuring of the Loan Notes , for three months
following Admission of the New Ordinary Shares it will not issue any shares or
other securities other than with the consent of the Nominated Adviser and the
Bookrunner (acting in good faith), and save for an investment by a strategic
partner, provided that the Company notifies the Nominated Adviser and the
Bookrunner in advance of its intention to conduct such further Placing .
By participating in the Placing , Placees agree that the exercise by the
Nominated Adviser or the Bookrunner of any power to grant consent to waive
such undertaking by the Company shall be within the absolute discretion of the
Nominated Adviser and the Bookrunner and that they need not make any reference
to, or consult with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the New Ordinary Shares (ISIN: JE00BTJ01443) and
the Placee Warrants (ISIN: to be confirmed) following Admission will take
place within the relevant system administered by Euroclear ("CREST"), using
the delivery versus payment mechanism, subject to certain exceptions. Subject
to certain exceptions, the Bookrunner and the Company reserve the right to
require settlement for, and delivery of, the New Ordinary Shares and Placee
Warrants to Placees by such other means that they deem necessary if delivery
or settlement is not practicable in CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment for any New Ordinary Shares and Placee Warrants is
completed either (a) in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the Bookrunner;
or (b) if there are no standing CREST of certificated settlement instructions
in place with the Bookrunner, in accordance with such CREST or (if agreed with
the Bookrunner) certificated settlement instructions provided in writing by
the Placee to the Bookrunner.
Subject to the paragraph below, the Company will deliver the relevant New
Ordinary Shares and Placee Warrants in accordance with the Placing Agreement,
to a CREST account operated by the Bookrunner as agent for the Company and
the Bookrunner will enter its delivery (DEL) instruction into the CREST
system. The Bookrunner will hold any New Ordinary Shares and Placee Warrants
delivered to this account as nominee for the relevant Placees procured by it.
The input to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant New Ordinary Shares to that Placee against
payment.
If agreed in advance between a Placee ("Certificated Placee") and the
Bookrunner, and notified in advance by the Bookrunner to the Company, the
Company will (subject to the remainder of this paragraph) arrange for delivery
of a share certificate in the name of the Certificated Placee for the relevant
New Ordinary Shares and/or Placee Warrants. Funds must be received by the
Bookrunner from the Certificated Placees at least three days prior to the date
of Admission. Subject to receipt of the relevant funds by the Bookrunner and
subject and conditional upon Admission, the Company shall arrange for delivery
of the relevant share certificate to the relevant Certificated Placee. In the
event that Admission does not become effective by the Long Stop Date, any
funds received by the Bookrunner from any Certificated Placee shall be
returned, without interest, to the relevant drawee bank account.
It is expected that settlement of the Firm Placing Shares will be on 14 August
2025 in accordance with the instructions given by the Bookrunner. It is
expected that settlement of the Conditional Placing Shares and any Broker
Option Shares through CREST will take place at the time of Second Admission.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above Barclays Bank PLC as determined by the Bookrunner,
with interest compounded on a daily basis.
Each Placee agrees that, if it does not comply with these obligations, the
Bookrunner may sell any or all of the New Ordinary Shares and Placee Warrants
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and
shall be required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest or penalties) which
may arise upon the sale of such New Ordinary Shares and Placee Warrants on
such Placee's behalf. The foregoing is without prejudice to any cause of
action the Bookrunner may have against a defaulting Placee.
If New Ordinary Shares and/or Placee Warrants are to be delivered to a
custodian or settlement agent, Placees should ensure that the custodian or
settlement agent is notified immediately to the relevant person within that
organisation. Insofar as New Ordinary Shares and/or Placee Warrants are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such New Ordinary Shares and/or Placee Warrants should, subject to
as provided below, be so registered free from any liability to United Kingdom
stamp duty or United Kingdom stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve tax (and/or
any interest, fines or penalties relating thereto) is payable in respect of
the allocation, allotment, issue or delivery of the New Ordinary Shares and/or
Placee Warrants (or for the avoidance of doubt if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer New Ordinary Shares or Placee Warrants), neither of the
Bookrunner nor the Company shall be responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be and (or itself and for any such prospective Placee) with each of
the Nominated Adviser, and the Bookrunner (in its capacity as placing agent in
respect of the Placing ), and the Company, in each case as a fundamental term
of its application for New Ordinary Shares and Placee Warrants, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and purchase of New
Ordinary Shares and Placee Warrants is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute, duplicate or otherwise transmit this
Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing ,
the Company, the New Ordinary Shares, the Placee Warrants or otherwise;
2. other than the marketing presentation provided to it by the
Bookrunner or the Company in connection with the Placing , that no offering
document or prospectus or admission document has been or will be prepared in
connection with the Placing or is required under the Prospectus Regulation,
the UK Prospectus Regulation, the Corporations Act or Canadian securities laws
and it has not received and will not receive a prospectus, admission document
or other offering document in connection with Admission, the Bookbuild, the
Company, the Placing , the New Ordinary Shares or the Placee Warrants;
3. time is of the essence as regards its obligations under this
Announcement;
4. any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to the Bookrunner;
5. that the Ordinary Shares are admitted to trading on AIM and that the
Company is therefore required to publish certain business and financial
information in accordance with MAR, the AIM Rules, and other applicable law
and regulation;
6. that neither the Bookrunner nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the New Ordinary Shares, the Placee Warrants, the Bookbuild, the
Placing or the Company or any other person other than this Announcement, nor
has it requested any of the Bookrunner, the Company, or any of their
respective Affiliates nor any person acting on behalf of any of them to
provide it with any such material or information;
7. unless otherwise specifically agreed with the Bookrunner, that it is
not, and at the time that the New Ordinary Shares and Placee Warrants are
acquired neither it nor the beneficial owner of such New Ordinary Shares and
Placee Warrants will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an offer to
acquire the New Ordinary Shares or Placee Warrants, subject to certain
restrictions; and further acknowledges that the New Ordinary Shares and Placee
Warrants have not been and will not be registered or otherwise qualified for
offer and sale nor will an offering document, prospectus or admission document
be cleared or approved in respect of any of the New Ordinary Shares and Placee
Warrants under the securities legislation of any Restricted Territory and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in whole or in part, in,
into or within those jurisdictions or in any other country or jurisdiction
where any such action for that purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Bookrunner, the Nominated
Adviser nor any of their respective Affiliates nor any person acting on their
behalf has or shall have any responsibility or liability for any information,
representation or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the Company and will
not be liable for any Placee's decision to participate in the Placing based
on any information, representation or statement contained in this Announcement
or any information previously published by or on behalf of the Company or
otherwise;
9. that the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the New Ordinary
Shares and Placee Warrants is contained in this Announcement, such information
being all that it deems necessary to make an investment decision in respect of
the New Ordinary Shares and Placee Warrants, and that it has neither received
nor relied on any other information given or investigations, representations,
warranties or statements made by the Nominated Adviser, the Bookrunner or the
Company or any of their respective Affiliates and neither the Bookrunner nor
the Company nor any of their respective Affiliates or any person acting on any
of their respective behalf will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other information,
representation, warranty or statement;
10. that it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing and that neither of the Nominated
Adviser, the Bookrunner nor any of their respective Affiliates nor any person
acting on any of their respective behalf have made any representations to it,
express or implied, with respect to the Company, the Bookbuild or the
Placing or the New Ordinary Shares or the Placee Warrants, and each of them
expressly disclaims any liability in respect thereof;
11. that it has not relied on any information relating to the Company
contained in any research reports prepared by the Bookrunner or any of its
Affiliates or any person acting on the Bookrunner's or any of its Affiliates'
behalf and understands that (i) neither of the Nominated Adviser nor the
Bookrunner nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any liability for public information or any
representation; (ii) neither of the Nominated Adviser nor the Bookrunner nor
any of their respective Affiliates nor any person acting on their behalf has
or shall have any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the
date of this Announcement or otherwise; and that (iii) neither of the
Nominated Adviser nor the Bookrunner nor any of their respective Affiliates
nor any person acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
12. that the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of New Ordinary Shares and Placee
Warrants will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for any
person to whom the allocation, allotment, issue or delivery of the New
Ordinary Shares or the Placee Warrants would give rise to such a liability and
that the New Ordinary Shares and Placee Warrants are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer New Ordinary Shares or Placee Warrants into a clearance service;
13. that no action has been or will be taken by the Company, the Bookrunner,
nor any person acting on behalf of the Company, that would, or is intended to,
permit a public offer of the New Ordinary Shares or Placee Warrants in any
country or jurisdiction where any such action for that purpose is required;
14. that it and any person acting on its behalf is entitled to acquire the
New Ordinary Shares and Placee Warrants under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in the Bookrunner, the Company or any of
their respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing ;
15. that it (and any person acting on its behalf) has all necessary capacity
and has obtained all necessary consents and authorities to enable it to commit
to its participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations;
16. that it has complied with its obligations under the Criminal Justice Act
1993, Part VIII of FSMA and MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (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 Bookrunner has not received such satisfactory evidence, the
Bookrunner may, in its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the
Bookrunner will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
17. that it is a Relevant Person and acting as principal only in respect of
the Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Bookrunner and the
Company for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the New Ordinary Shares and/or Placee Warrants by or on behalf of
any person for whom it is acting;
18. if in a member state of the EEA and except as disclosed in this
Announcement under "Details of the Placing ", that it is (i) an EEA Qualified
Investor and (ii) a "professional client" or an "eligible counterparty" within
the meaning set out in EU Directive 2014/65/EU on markets in financial
instruments (MIFID II), as implemented into national law of the relevant EEA
state;
19. if in the United Kingdom, and it is a UK Qualified Investor, that it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any New Ordinary Shares or Placee Warrants that are allocated to it for the
purposes of its business only;
20. that it has not distributed, forwarded, transferred or otherwise
transmitted, and will not distribute, forward, transfer or otherwise transmit,
this Announcement or any part of it, or any other presentation or other
materials concerning the Placing (including electronic copies thereof),
directly or indirectly, whether in whole or in part, in or into any Restricted
Territory or any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21. where it is acquiring the New Ordinary Shares and Placee Warrants for
one or more managed accounts, it represents, warrants and undertakes that it
is authorised in writing by each managed account: (a) to acquire the New
Ordinary Shares and Placee Warrants for each managed account; and (b) it has
full power to make the acknowledgements, representations and agreements herein
on behalf of each such account;
22. that if it is a pension fund or investment company, it represents,
warrants and undertakes that its acquisition of New Ordinary Shares and Placee
Warrants is in full compliance with applicable laws and regulations;
23. if it is acting as a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as
the case may be, that the New Ordinary Shares and Placee Warrants 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 a member state of the EEA other than EEA Qualified Investors or
persons in the United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Bookrunner and the Company has
been given to the proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of a period of
six months from Admission, will not offer or sell any New Ordinary Shares or
Placee Warrants to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the Prospectus Regulation;
25. that it has not offered or sold and, prior to the expiry of a period of
six months from Admission, will not offer or sell any New Ordinary Shares or
Placee Warrants to persons in the United Kingdom, except to UK Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of Article 2(d) of the UK Prospectus Regulation;
26. that any offer of New Ordinary Shares and Placee Warrants may only be
directed at persons in member states of the EEA who are EEA Qualified
Investors and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any New Ordinary Shares or Placee Warrants to
persons in the EEA prior to Admission except to EEA Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
27. that any offer of New Ordinary Shares and Placee Warrants may only be
directed at persons in the United Kingdom who are either UK Qualified
Investors or are shareholders of the Company and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any New
Ordinary Shares or Placee Warrants to persons in the United Kingdom prior to
Admission except to UK Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus Regulation;
28. that 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 New Ordinary Shares and Placee Warrants in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
29. that it has complied and will comply with all applicable laws (including
all relevant provisions of the FSMA) with respect to anything done by it in
relation to the New Ordinary Shares in respect of anything done in, from or
otherwise involving, the United Kingdom;
30. if it has received any inside information (as that term is defined in
MAR) about the Company in advance of the Placing , it has not: (i) dealt in
the securities of the Company; (ii) encouraged, required, recommended or
induced another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by MAR, prior to
the information being made publicly available;
31. that (i) it (and any person acting on its behalf) has capacity and
authority and is otherwise entitled to purchase the New Ordinary Shares and
Placee Warrants under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid any issue, transfer or other taxes due in connection with
its participation in any territory; (iii) it has not taken any action which
will or may result in the Company, the Bookrunner, any of their respective
Affiliates or any person acting on their behalf being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing ; and (iv) that the
subscription for and purchase of the New Ordinary Shares and Placee Warrants
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
32. it (and any person acting on its behalf) has the funds available to pay
for the New Ordinary Shares and Placee Warrants it has agreed to acquire,
agree and undertake that it (and any person acting on its behalf) will make
payment for the New Ordinary Shares and Placee Warrants allocated to it in
accordance with this Announcement on the due time and date set out herein and,
in the case of the New Ordinary Shares and Placee Warrants, against delivery
of such New Ordinary Shares and Placee Warrants to it, failing which the
relevant New Ordinary Shares and Placee Warrants may be placed with other
Placees or sold as the Bookrunner and the Company may in their absolute
discretion determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale and the
Placing proceeds of such New Ordinary Shares and Placee Warrants and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or referred to in
this Announcement which may arise upon the sale of such Placee's New Ordinary
Shares and Placee Warrants on its behalf;
33. that its allocation (if any) of New Ordinary Shares and Placee Warrants
will represent a maximum number of New Ordinary Shares and Placee Warrants to
which it will be entitled, and required, to acquire, and that the Bookrunner
or the Company may call upon it to acquire a lower number of New Ordinary
Shares and Placee Warrants (if any), but in no event in aggregate more than
the aforementioned maximum. It also acknowledges that its allocation of
Placing Shares will be split between Tranche 1 and/or Tranche 2 (in such
proportions as the Bookrunner may determine, in its absolute discretion), that
the allotment and issue of the Conditional Placing Shares and the grant of the
Warrants is conditional (inter alia) upon the passing of the Resolutions at
the General Meeting, and that there is no guarantee that the Resolutions will
be passed and therefore that such Conditional Placing Shares will be issued or
Warrants granted;
34. that none of the Company, the Bookrunner, the Nominated Advisor nor any
of their respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is not and
will not be a client of the Bookrunner and that the Bookrunner does not have
any duties or responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor for the exercise or
performance of any of the Bookrunner's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
35. no prospectus will be cleared or approved in respect of the New Ordinary
Shares and Placee Warrants under the securities laws of any Restricted
Territory and, subject to certain exceptions, the New Ordinary Shares and
Placee Warrants may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in whole or in part, in, into or within
any Restricted Territory, or in any country or jurisdiction where any action
for that purpose is required;
36. that the person whom it specifies for registration as holder of the New
Ordinary Shares and Placee Warrants will be (i) itself or (ii) its nominee, as
the case may be. Neither the Bookrunner, nor the Company nor any of their
respective Affiliates will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together with any
interest or penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
the Bookrunner, the Company and any of their respective Affiliates and any
person acting on their respective behalf in respect of the same on an
after-tax basis on the basis that (in the case of uncertificated New Ordinary
Shares and Placee Warrants) the relevant New Ordinary Shares and Placee
Warrants will (where they are not held in certificated form) be allotted to
the CREST stock account of the Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its settlement
instructions;
37. that these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such agreements, except that enforcement
proceedings in respect of the obligation to make payment for the New Ordinary
Shares and Placee Warrants (together with any interest chargeable thereon) may
be taken by the Bookrunner or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
38. that the Bookrunner, the Company and their respective Affiliates and
others will rely upon the truth and accuracy of the representations,
warranties, agreements, undertakings and acknowledgements set forth herein and
which are given to the Bookrunner on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the Bookrunner and
the Company to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
39. that it will indemnify on an after-tax basis and hold the Bookrunner,
the Company and their respective Affiliates and any person acting on their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and the Bookrunner will rely on the truth and accuracy
of the confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or accurate, the
Placee shall promptly notify the Bookrunner and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement are given to the Bookrunner for itself
and on behalf of the Company and will survive completion of the Placing and
Admission;
40. that any documents (including without limitation share certificates)
sent to Placees will be sent at the Placees' risk. They may be sent by post to
such Placees at an address notified to the Bookrunner;
41. that it irrevocably appoints any director of the Bookrunner as its agent
for the purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the New Ordinary Shares and Placee Warrants agreed to
be taken up by it under the Placing ;
42. that, as far as it is aware it is not acting in concert (within the
meaning given in The City Code on Takeovers and Mergers) with any other person
in relation to the Company;
43. that its commitment to acquire New Ordinary Shares and Placee Warrants
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Bookrunner' conduct of the
Placing or any of them;
44. that in making any decision to acquire the New Ordinary Shares and
Placee Warrants (i) it has sufficient knowledge, sophistication and experience
in financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the New
Ordinary Shares and Placee Warrants; (ii) it is experienced in investing in
securities of this nature in the Company's sector and is aware that it may be
required to bear, and is able to bear, the economic risk of participating in,
and is able to sustain a complete loss in connection with, the Placing ; (iii)
it has relied on its own examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets in which
the Group operates, and the terms of the Placing , including the merits and
risks involved and not upon any view expressed or information provided by or
on behalf of the Bookrunner or any of its Affiliates; (iv) it has had
sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the New Ordinary
Shares and Placee Warrants, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent it deems
necessary for the purposes of its investigation; (v) it is aware and
understands that an investment in the New Ordinary Shares and Placee Warrants
involves a considerable degree of risk and it will not look to the Company,
the Bookrunner, any of their respective Affiliates or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;
and (vi) has no need for liquidity with respect to its investment in the New
Ordinary Shares and Placee Warrants;
45. it agrees that neither of the Bookrunner, the Nominated Adviser nor the
Company owe any fiduciary or other duties to it or any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;
46. it understands and agrees that it may not rely on any investigation that
the Bookrunner or any person acting on its behalf may or may not have
conducted with respect to the Company and its Affiliates or the Placing and
the Bookrunner and its Affiliates have not made any representation or warranty
to it, express or implied, with respect to the merits of the Placing , the
subscription for or purchase of the New Ordinary Shares and Placee Warrants,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to acquire
the New Ordinary Shares and Placee Warrants. It agrees that no information has
been prepared by, or is the responsibility of, the Bookrunner or any of its
Affiliates for the purposes of this Placing;
47. it agrees that it will not hold either of the Nominated Adviser or the
Bookrunner or any of their respective Affiliates or any person acting on their
behalf responsible or liable for any misstatements in, or omissions from, any
publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group (the
"Information") and that neither of the Nominated Adviser, the Bookrunner nor
any person acting on behalf of the Nominated Adviser or the Bookrunner makes
any representation or warranty, express or implied, as to the truth, accuracy
or completeness of such Information or accepts any responsibility for any of
such Information;
48. that in connection with the Placing , the Bookrunner and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its or their own
account such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing . Accordingly, references in
this Announcement to shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the Company to
the Bookrunner and any of their respective Affiliates acting in such capacity.
In addition, the Bookrunner or any of its Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for differences) with
investors in connection with which the Bookrunner or any of its Affiliates may
from time to time acquire, hold or dispose of such securities of the Company,
including the Placing. Neither the Bookrunner nor any of its Affiliates intend
to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so;
49. that it will not distribute any document relating to the New Ordinary
Shares and Placee Warrants and it will be acquiring the New Ordinary Shares
and Placee Warrants for its own account as principal or for a discretionary
account or accounts (as to which it has the authority to make the
statements set out herein) for investment purposes only and it does not have
any contract, understanding or arrangement with any person to sell, pledge,
transfer, deliver or grant a participation therein to such person or any third
person with respect of any New Ordinary Shares and Placee Warrants;
50. none of the Company nor the Bookrunner, nor any of their respective,
partners, directors, officers, employees, Affiliates or agents has made any
written or oral representation: (i) that any person will resell or repurchase
the New Ordinary Shares and Placee Warrants; (ii) that any person will refund
all or any part of the purchase price for the New Ordinary Shares and Placee
Warrants; or (iii) as to the future price or value of the New Ordinary Shares
and Placee Warrants;
51. if it is a person in Australia, that it is a Wholesale Investor, and it
is not that person's intention or purpose that any of the New Ordinary Shares
and Placee Warrants be acquired for the purpose of selling or transferring the
securities or granting, issuing, or transferring interests in, or options
over, them;
52. if it is a person in Canada, that it is in and resident in Ontario or
British Columbia, it is an "accredited investor" as such term is defined in
section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section
73.3(1) of the OSA, and it is a "permitted client" (as defined in National
Instrument 31-103 - Registration Requirements and Exemptions);
and
53. that the Bookrunner and its Affiliates may have engaged in transactions
with, and provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have received
customary fees and commissions and that the Bookrunner and its Affiliates may
provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
the Bookrunner (for their own benefit and, where relevant, the benefit of its
Affiliates and any person acting on their behalf) and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges that neither
the Bookrunner nor the Company owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue New Ordinary Shares and
grant the Placee Warrants to Placees (or the persons for whom Placees are
contracting as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents or nominees, direct from the Company
for the New Ordinary Shares and Placee Warrants in question. Neither the
Company or the Bookrunner will be responsible for any UK stamp duty or UK
stamp duty reserve tax or any other transfer taxes (including any interest,
fines and penalties relating thereto) arising in relation to the New Ordinary
Shares and Placee Warrants in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
New Ordinary Shares and Placee Warrants are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer the New
Ordinary Shares and Placee Warrants into a clearance service. Neither the
Bookrunner nor the Company are liable to bear any stamp duty or stamp duty
reserve tax or any other similar duties or taxes ("transfer taxes") or related
interest, fines or penalties that arise (i) if there are any such arrangements
(or if any such arrangements arise subsequent to the acquisition by Placees of
New Ordinary Shares and Placee Warrants) or (ii) on a sale of New Ordinary
Shares and Placee Warrants, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of New Ordinary Shares
and Placee Warrants has given rise to such transfer taxes undertakes to pay
such transfer taxes forthwith, and agrees to indemnify on an after-tax basis
and hold the Bookrunner, the Company, their respective Affiliates and any
person acting on any of their respective behalf harmless from any such
transfer taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Bookrunner or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the New
Ordinary Shares and Placee Warrants. Each Placee acknowledges and is aware
that the Bookrunner is receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee may not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules, as a consequence, this
money may not be segregated from the Bookrunner's money in accordance with the
client money rules and may be used by the Bookrunner in the course of its own
business, and the Placee may rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Nominated Adviser, Bookrunner and the Company
under these Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Bookrunner:
a) if he or she is an individual, his or her nationality; or
b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
2024 Warrant Instrument the instrument constituting the 2024 Warrants dated 30 June 2024
2024 Warrants the warrants granted to the Noteholders pursuant to the 2024 Warrant
Instrument
Accelerated Bookbuild or ABB means the accelerated bookbuilding process to be commenced by the Bookrunner
to use reasonable endeavours to procure Placees for the Placing Shares and the
Placee Warrants, as described in this Announcement and subject to the terms
and conditions set out in this Announcement and the Placing Agreement.
Acquisition has the meaning given to it in the main body of this Announcement.
Admission First Admission and/or Second Admission (as the context requires).
Affiliate has the meaning given in Rule 501(b) of Regulation D under the US Securities
Act or Rule 405 under the US Securities Act, as applicable and, in the case of
the Company, includes its subsidiary undertakings.
AIM has the meaning given to it in the main body of this Announcement.
AIM Rules means the AIM Rules for Companies published by the London Stock Exchange plc.
Announcement means this announcement (including its Appendices).
Bookbuilds means the Accelerated Bookbuild and the Broker Option Bookbuild.
Bookrunner means FDC.
Broker Option the conditional placing of the Broker Option Shares and the attached Placee
Warrants to be arranged by Fox-Davies, following the exercise of its option
and at its absolute discretion, as agent for the Company pursuant to the
provisions of the Placing Agreement and the terms and conditions set out in
Appendix 1 to this Announcement.
Broker Option Bookbuild means (in the event that the Broker Option is exercised) the bookbuilding
process to be commenced by the Bookrunner to use reasonable endeavours to
procure Placees for the Broker Option Shares and the attached Placee Warrants,
as described in this Announcement and subject to the terms and conditions set
out in this Announcement and the Placing Agreement.
Broker Option Shares up to 5 million new Ordinary Shares or such other amount as agreed between the
Company and Fox-Davies to be issued by the Company (at the absolute discretion
of Fox-Davies) pursuant to, and following the exercise of, the Broker Option.
Broker Warrants has the meaning given to it in the main body of this Announcement.
CEOL has the meaning given to it in the main body of this Announcement.
Circular has the meaning given to it in the main body of this Announcement.
Company means CleanTech Lithium PLC.
Conditional Placing Shares has the meaning given to it in the main body of this Announcement.
Conversion Shares has the meaning given to it in the main body of this Announcement.
Corporations Act means the Australian Corporations Act 2001 (Cth).
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form.
CTLVD has the meaning given to it in the main body of this Announcement.
Directors or Board the members of the board of the Company from time to time
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the Prospectus
Regulation.
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales.
FCA or Financial Conduct Authority means the UK Financial Conduct Authority.
FDC and Fox-Davies means Fox-Davies Capital Limited.
FID has the meaning given to it in the main body of this Announcement.
Firm Placing Shares has the meaning given to it in the main body of this Announcement.
First Admission admission of the Firm Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules which is expected to take place at
8.00 a.m. on 14 August 2025.
FSMA means the Financial Services and Markets Act 2000 (as amended, including any
regulations made pursuant thereto).
Fundraising has the meaning given to it in the main body of this Announcement
Fundraising Shares the Placing Shares, the Broker Option Shares and the Retail Offer Shares
General Meeting has the meaning given to it in the main body of this Announcement
Group means the Company and its subsidiary undertakings.
Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of
China.
Information has the meaning given to it in Appendix 1 of this Announcement.
Issue Price means 5 pence per new Ordinary Share.
Loan Notes has the meaning given to it in the main body of this Announcement.
Long Stop Date means 28 August 2025 in respect of the First Admission and 15 September 2025
in respect of the Second Admission.
MAR means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Maturity Date has the meaning given to it in the main body of this Announcement.
New Ordinary Shares the Placing Shares and any Broker Option Shares.
NI 45-106 means National Instrument 45-106 - Prospectus Exemptions of the Canadian
Securities Administrators.
Nominated Adviser Beaumont Cornish Limited.
Noteholders has the meaning given to it in the main body of this Announcement.
Noteholder Warrants has the meaning given to it in the main body of this Announcement.
Order has the meaning given to it in Appendix 1 of this Announcement.
Ordinary Shares means the ordinary shares of £0.02 each in the capital of the Company.
OSA means the Securities Act (Ontario).
PFS has the meaning given to it in the main body of this Announcement.
Placee means any person procured by the Bookrunner (acting as agents for and on
behalf of the Company), on the terms and subject to the conditions of the
Placing Agreement, to subscribe for the Placing Shares, Broker Option Shares
and Placee Warrants pursuant to the Placing.
Placee Warrants means the warrants issued in connection with the Placing, the Broker Option
and the Retail Offer, giving the holder the right to subscribe for one new
Ordinary Share per warrant at a price of 6 pence at any time from one year
after the date of Second Admission until up to and including the date which is
3 years from the date of Second Admission.
Placing has the meaning given to it in the main body of this Announcement.
Placing Agreement has the meaning given to it in Appendix I to this Announcement.
Placing Documents means the marketing presentation in relation to the Placing and the
announcements in relation to the Placing.
Placing Shares means the Firm Placing Shares and the Conditional Placing Shares.
Placing Supplement Agreement means the placing supplement agreement as may be executed by the Company and
the Bookrunner.
Professional Investor has the meaning given to it in Appendix 1 of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129.
Regulations has the meaning given to it in Appendix 1 of this Announcement.
Regulation S means Regulation S promulgated under the US Securities Act.
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in Appendix 1 of this Announcement.
Resolutions the resolutions to be proposed at a general meeting of the Company authorising
the Company to allot the Conditional Placing Shares, the Broker Option Shares,
the Retail Offer Shares, the Placee Warrants, the Broker Warrants, the
Noteholders Warrants and the Conversion Shares and to disapply pre-emption
rights in respect of such allotments.
Restricted Territory means the United States, Australia, Canada, New Zealand, the Republic of South
Africa or Japan.
Retail Offer has the meaning given to it in the main body of this Announcement.
Retail Offer Shares has the meaning given to it in the main body of this Announcement.
Second Admission admission of the Conditional Placing Shares, Retail Offer Shares the Broker
Option Shares (to the extent the Broker Option is exercised) and the
Conversion Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules.
Seller has the meaning given to it in the main body of this Announcement.
SPA has the meaning given to it in the main body of this Announcement.
subsidiary has the meaning given to that term in the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in the Companies Act 2006.
Target Market Assessment has the meaning given to it in the main body of this Announcement.
Terms and Conditions means the terms and conditions of the Placing set out in Appendix I to this
Announcement.
transfer taxes means stamp duty or stamp duty reserve tax or any other similar duties or
taxes.
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
UK Qualified Investor means qualified investors as defined in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland.
US Securities Act means the U.S. Securities Act of 1933, as amended.
Warrants the Placee Warrants, the Broker Warrants and the Noteholder Warrants
Wholesale Investor has the meaning given to it in Appendix 1 of this Announcement.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK. All references to "U.S.$","$" or
"dollars" are to the lawful currency of the United States of America.
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