REG - CleanTech Lithium - Proposed Fundraising
21/11/2023 17:00
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RNS Number : 1869U CleanTech Lithium PLC 21 November 2023
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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.
21 November 2023
CleanTech Lithium PLC
("CleanTech Lithium" or the "Company")
Proposed Fundraising
CleanTech Lithium PLC ("CTL", "CleanTech Lithium" or the "Company"), an
exploration and development company advancing sustainable lithium projects in
Chile for the clean energy transition, is pleased to announce that it intends
to raise minimum gross proceeds of approximately £6.0 million by way of a
firm placing and conditional placing of new Ordinary Shares (the "Placing
Shares") at a price of 22p per new Ordinary Share (the "Issue Price") (the
"Placing"). As part of the Placing, the Placing Shares will carry a warrant
entitlement of one warrant for every two Placing Shares ("Warrants"). Each
Warrant grants the holder the right to subscribe for one new Ordinary Share at
a price of 33p, being 50 per cent. above the Issue Price and has a term of 3
years. Certain Directors are intending to participate in the Placing by
subscribing for up to £0.3 million in aggregate. In addition, the Company
intends to make an open offer of new Ordinary Shares to shareholders (the
"Open Offer" and, together with the Placing, the "Fundraising") at the Issue
Price details of which including the timetable and Record Date will be
announced separately.
The Placing will be conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following release of this
announcement (the "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.
In addition to the Placing, Qualifying Shareholders will be given an
opportunity to participate by subscribing for up to 2.37 million new Ordinary
Shares (the "Open Offer Shares", together with the Placing Shares, the "New
Ordinary Shares"). Under the Open Offer, Qualifying Shareholders will be given
the opportunity to subscribe for Open Offer Shares at the Issue Price on the
basis of 1 Open Offer Share for every 45 Ordinary Shares held. The Open
Offer, as with the Placing, will also carry a warrant entitlement of one
Warrant for every two Open Offer Shares .
Fox-Davies Capital Limited ("Fox-Davies") and Canaccord Genuity Limited
("Canaccord") are acting as joint bookrunners (together being the "Joint
Bookrunners") in connection with the Placing. Beaumont Cornish Limited
("Beaumont Cornish") is acting as the Company's nominated adviser.
Summary and Highlights of the Fundraising
· The Fundraising includes the following elements:
o A Placing which is being conducted in two tranches raising an aggregate
minimum gross amount of approximately £6.0 million with:
§ the first tranche being a firm placing of up to 14.12 million new Ordinary
Shares ("Firm Placing Shares"), and 7.06 million Warrants, the maximum
permitted within the Company's existing share authorisation limits given at
the last Annual General Meeting on 31 May 2023 (the "Firm Placing");
§ the second tranche being a conditional placing of new Ordinary Shares
("Conditional Placing Shares") and Warrants, to raise a minimum of
approximately £2.9 million (the "Conditional Placing"); and
§ an Open Offer to raise gross proceeds of up to £0.5 million.
· Certain Directors are intending to participate in the Placing by
subscribing for up to £0.3 million in aggregate at the Issue Price, with such
subscription being part of the Conditional Placing.
· The Fundraising is being conducted at the Issue Price of 22p, which
represents a discount of approximately 15 per cent. to the closing share
price per Ordinary Share on 20 November 2023, being the last practicable date
prior to publication of this announcement.
· The Placing is being conducted through the Bookbuild, 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 Bookbuild is expected to close no later
than 8.00 a.m. on 22 November 2023. However, the Joint Bookrunners and the
Company reserve the right to close the Bookbuild earlier or later, without
further notice.
· The Conditional Placing and the Open Offer will be subject to
shareholder approval at a general meeting of the Company ("General Meeting"),
expected to be held on 14 December 2023. Following the close of the Bookbuild,
the Company expects to publish, on or about 23 November 2023, a shareholder
circular to convene the General Meeting ("Circular"). The Circular will also
contain the details of the Open Offer.
· Admission of the Firm Placing Shares (the "First Admission") is
expected to take place on or around 27 November 2023. Admission of the
Conditional Placing Shares (including any Placing Shares subscribed by
Directors) and the Open Offer Shares is expected to take place on or around 15
December 2023. (the "Second Admission") (together "Admission").
· The net proceeds from the Fundraising will be applied to enhance the
development of the Company's two strategic assets in Chile through:
- Drilling of 5 wells at Laguna Verde (including 1 re-injection well)
- Completing and running the Direct Lithium Extraction ("DLE") pilot
plant
- Announcement of key findings from Pre-Feasibility Study ("PFS") on
Laguna Verde
- Working capital and general administrative costs for 6 months
- Additional capital to be utilised for additional drilling at Francisco
Basin
· As described further below, the Company continues to progress its
proposed listing on the ASX, by which point it anticipates securing additional
funding to maintain momentum on its work programmes to allow it to complete a
Definitive Feasibility Study ("DFS") at Laguna Verde and complete a PFS at
Francisco Basin.
Proposed use of proceeds
In order to maintain the progress that has been achieved in 2023, the Company
is raising a minimum of £6 million with the key focus of the work programme
being on the following:
· Laguna Verde Drilling Programme, £2.5m: Drill and test 5 new
wells, 4 of which are resource wells and 1 being a re-injection well. The
objective being to increase the JORC resource base, move resource from
inferred to the measured & indicated categories and provide data from the
re-injection well which will help inform the PFS. Continue the EIA,
Hydrogeological and Metallurgical Studies to support the PFS and other
technical requirements.
· Complete the Laguna Verde PFS, £1.0m: Intent is to complete in
Q1 2024 the consideration of the project options and then take the preferred
option into the DFS for completion by end 2024.
· DLE Pilot Plant, £1.1m: Commission and then operate the new
plant to test and optimise the DLE process to help inform the PFS and produce
lithium carbonate which can be sent to potential strategic partners for
testing and product qualification.
· ASX Listing: Seek to complete the listing in late Q1 / early Q2
2024
· G&A and general working capital and fundraising costs, £1.4m
Aldo Boitano, Chief Executive Officer of CleanTech Lithium Plc, commented:
"Thank you to all our investors for their continued support and belief in
CleanTech Lithium. We believe that we have been the most active company in
Chile in lithium exploration and development, having drilled 14 wells in the
last two years. The major milestones we are determined to achieve over the
next six months will enable the Company to start discussions with potential
strategic partners. A drilling campaign at Laguna Verde will look to increase
the resource estimate, the PFS for Laguna Verde and the commissioning and
running of the DLE Pilot Plant are all to be delivered in this timeframe.
Since CleanTech Lithium's listing last year, investors will know we have
considerably advanced our projects and we will maintain this momentum.
With your support, the CTL team is committed to the production timeline and
advancing the application of Direct Lithium Extraction to our projects in
order to supply sustainable lithium products to the growing EV and battery
manufacturing market."
For further information visit www.ctlithium.com (http://www.ctlithium.com) or
contact the following:
CleanTech Lithium PLC
Aldo Boitano Jersey office: +44 (0) 1534 668 321
Gordon Stein Chile office: +562-32239222
Or via Celicourt
Celicourt Communications +44 (0) 20 7770 6424
Felicity Winkles/Philip Dennis/Ali AlQahtani cleantech@celicourt.uk
Dr. Reuter Investor Relations +49 69 1532 5857
Dr. Eva Reuter
Harbor Access - North America +1 475 477 9401
Jonathan Paterson/Lisa Micali
Porter Novelli - Chile +569 95348744
Ernesto Escobar Ernesto@publicoporternovelli.cl
Beaumont Cornish Limited
(Nominated Adviser) +44 (0) 207 628 3396
Roland Cornish/Asia Szusciak
Fox-Davies Capital Limited +44 (0) 20 3884 8450
(Joint Broker & Bookrunner)
Daniel Fox-Davies daniel@fox-davies.com (mailto:daniel@fox-davies.com)
Canaccord Genuity Limited +44 (0) 207 523 4680
(Joint Broker & Bookrunner)
James Asensio
George Grainger
Sam Lucas
Background to the Fundraising
CleanTech Lithium is an exploration and development company, advancing the
next generation of sustainable lithium projects in Chile. The target is to
start producing battery grade lithium from 2026, with near zero carbon
emissions and low environmental impact, offering the EV market a green lithium
supply solution.
The Company was admitted to trading on AIM in March 2022,
raised £5.6m through its IPO and raised a further £12.3m (before expenses)
in a secondary placing in October 2022 to fund its planned work programme
through 2023. The Company has previously confirmed that it plans to
dual-list on the Australian Stock Exchange ("ASX") and due to delays in the
regulatory application process in 2H 2023, it is now envisaged that this will
take place in Q1 / early Q2 2024.
As the Company nears the end of 2023, it requires new funding to maintain
progress on its main work programme activities in Chile and to meet its
ongoing business costs. The Company has made significant progress in 2023 with
the funds raised in late 2022, as highlighted below. Completion of the Laguna
Verde PFS and ongoing production of lithium carbonate from the DLE pilot plant
will allow the Company to begin to engage in strategic discussions with
potential long term partners.
The Company's Assets
The Company's two main assets, the Laguna Verde and Francisco
Basin projects, are in the lithium triangle, the world's centre for battery
grade lithium production (the lithium triangle
comprises Chile, Bolivia and Argentina). They are situated within basins
entirely controlled by Cleantech Lithium, which affords significant potential
development and operational advantages. The projects have direct access to
excellent infrastructure and renewable power.
The Company also has two early exploration projects in Chile which offer
additional upside potential. It holds 206 licences, totalling 605 km²
located in the Pampa del Tamarugal basin, which constitute
the Llamara project, and in Q2 2023 applied for 140 licences, totalling
337 km² located in the Salar de Atacama, which constitute the Salar de
Atacama project. Being greenfield lithium projects, both the Llamara and
Salar de Atacama licences provide the Company with additional exploration
potential and if a lithium resource is ultimately generated, the potential to
further utilise the DLE based processing method. CTL plans to undertake a
programme of geophysical and exploration activities on these licences in due
course, when funds allow for this.
Business Strategy
The Company's business strategy is focused on delivering long-term sustainable
growth and returns for all stakeholders, built on three pillars:
· Develop the Company's prospective lithium projects (Laguna Verde,
Francisco Basin, Llamara and Salar de Atacama) in Chile, prioritising Laguna
Verde which is the most advanced project and can be brought into production
first;
· Utilise clean technologies, including DLE and renewable energy, to
produce sustainable battery grade lithium products; and
· Supply directly into the EV and battery market through strategic
partnerships and/or offtake agreements.
Progress achieved since the last equity fundrasing
The Company has been extremely active since the last equity fundraising in
October 2022, focused on continuing to de-risk its main assets and the
application of its DLE technology in partnership with Sunresin and other
specialist parties. Across its projects, the following has been undertaken and
achieved since October 2022:
DLE Pilot Plant
The Company intends to use DLE technology to produce battery grade lithium, a
technology that enables lower grade lithium brine deposits to be economically
developed in a sustainable way greatly reducing the water consumption and land
disturbance associated with the use of evaporation ponds. Using renewable
energy will also greatly reduce carbon footprint compared to conventional hard
rock mining. Since August 2022 the Company has been working under a memorandum
of understanding with Sunresin New Materials Co. Ltd ("Sunresin") on the DLE
extraction method having bought a small scale DLE laboratory scale unit from
Sunresin and over the past six months using it to test various resins.
In early 2023, the Company ordered a US$2m pilot plant from a wholly owned
subsidiary of Sunresin, Puritech, who are based in Belgium, and intend to
produce 1 tonne per month of LCE in concentrated eluate from the plant. This
will then be processed to battery grade lithium carbonate in an existing third
party facility. The final components of the pilot plant have recently arrived
in Chile and will be assembled and commissioned in the coming weeks with the
assistance of technicians from Sunresin. It is planned that the plant will
be operational before the end of 2023 with the targeted first production
during Q1 2024.
Laguna Verde
· A further two exploration wells were drilled in 1H 2023, making a
total of six wells to date. Capital spend on the 1H 2023 Laguna Verde
drilling and testing campaign totalled approximately £2.25m and was within 3%
of the approved budget.
· JORC-Compliant resource upgraded from 1.5 million tonnes to 1.8
million tonnes of lithium carbonate equivalent ("LCE") announced in July 2023,
with a 39% increase in the Measured and Indicated category which will be used
in the PFS to determine reserves and lithium production capacity.
· The results of the Laguna Verde Scoping Study were announced in
January 2023, indicating robust economics based on a 30-year operational life
of 20,000 tonnes lithium carbonate per annum, NPV8 of US$1.83bn at a long-term
lithium price of US$22,500/tonne, IRR 45.1% and project payback 1 year 8
months.
· The PFS for Laguna Verde commenced in March 2023, with international
consultant Worley and is targeted for completion end Q1 2024. This study will
assess project alternatives and define a recommended project design to take
into DFS. Project capital and operating costs will be determined. Completion
of the PFS will allow CleanTech Lithium to engage in substantive discussions
with potential strategic and offtake partners.
· Hydrogeological studies including well pump tests commenced to
provide necessary data for the PFS.
· Environmental baseline studies commenced in April 2022 to provide
four seasons of data to inform the Environmental Impact Assessment ("EIA")
that will commence on completion of the PFS.
Francisco Basin
· In 1H 2023, the Company completed the three wells originally planned
for the 2022 resource drill programme, while a further two wells were added to
the programme. Capital spend on the 1H 2023 Francisco Basin drilling and
testing campaign totalled approximately £3.1m and was 13% over the approved
budget due to the addition of two wells.
· The drilling campaign resulted in the JORC-Compliant resource being
upgraded from 0.53 million tonnes to 0.92 million tonnes of LCE, announced in
August 2023, with around 42% of the resource being in the Indicated
category. Further drilling was recommended in another campaign to increase
the resource and move further resource into the measured & indicated
categories.
· The Francisco Basin Scoping Study was announced in September 2023,
indicating robust economics based on a 12-year operational life of 20,000
tonnes lithium carbonate per annum with NPV8 of US$1.1bn at a long-term
lithium price of US$22,500/tonne, IRR 43.5% and project payback 2 year 7
months.
· Hydrogeological studies including well pump tests commenced to
provide necessary data for the Scoping Study.
· Environmental baseline studies commenced in April 2022.
Llamara
· An initial scouting exploration programme was undertaken to test the
lithium prospectivity of two targets, firstly a subsurface brine aquifer and
secondly a surface evaporite mineral. First results were not positive but
there were indications that lithium concentrations in the brine aquifer could
increase with depth and the Company is evaluating the next stage of the
exploration programme.
Salar de Atacama
· Applications lodged and now registered for new licences covering a
total area of 337 km(2) in the Salar de Atacama basin, the leading lithium
production base in the world.
· A geophysics programme has commenced with the first completed section
identifying a subsurface brine aquifer target.
· The Salar de Atacama is designated as a strategic salar by the
Chilean government - any commercial development will require a joint venture
with a state entity holding a majority (51%) stake, which the Company views as
suitable for such a strategically important basin.
Further work programme activities on the Francisco Basin, Llamara and Salar de
Atacama will be subject to funding availability.
Special Contract for Lithium Operations (CEOLs)
The directors and senior management in Chile continue to maintain a highly
active and positive dialogue with representatives of the Chile Government and
relevant regulatory and government bodies and intend to obtain the required
special contracts for lithium operations (CEOLs), as planned, to enable
lithium production to commence at the Company's two advanced projects from
2026 onwards.
In Q3 2023, the Company's relevant subsidiaries submitted detailed special
lithium CEOL applications for both Laguna Verde and Francisco Basin projects
to the relevant authorities in Chile. CTL is the first company to have
applied for CEOLs since the National Lithium Strategy was announced and, the
Company understands, the applications have been positively received by the
relevant authorities and other stakeholders. Whist there is no pre-defined
timetable for approval by the authorities of the CEOLs, the Company hopes this
could be achieved within six months of the applications.
Constitutional Changes
The proposed new constitution for Chile has been published and goes to
national referendum on 17 December 2023. The proposed constitution does not
alter the status of lithium which is currently non-concessionable and
requires a CEOL to produce and sell lithium. Whether the proposed
constitution is approved or rejected there will be no change to the
requirement and the application process for a CEOL.
Community Relations
In line with the Company's ESG-focused strategy, collaborating with local
communities is hugely important to the Company to ensure the Company is
developing in a way that respects their concerns. The Directors believe their
knowledge will continue to be of material importance to the Company as it
moves forward with its projects. The Company has developed constructive
relationships with the local communities across the Atacama region, engaging
in open dialogue, transparency and recognising community knowledge to ensure
the longevity of the Company's success and social licence to operate. The
Company has also hosted visits from indigenous communities, most of which live
in settlements approximately 100km away from the Company's two advanced
projects.
ASX Listing and additional funding requirements
The Company announced its intention to dual-list on ASX in Q1 2023 and since
then has engaged all the professional advisers required to undertake that in
an efficient and effective manner. There are currently delays outside of the
Company's control with this process but the CTL Board is still working to
achieve the dual-listing as soon as possible, and it is now likely this will
be delayed until Q1 / early Q2 2024.
The Company will need to raise additional funds to maintain its work
programmes in Chile beyond March 2024, including the commencement of the DFS
and EIA on Laguna Verde and continuance of the DLE pilot plant activities,
etc. The Board plans to raise such funds in conjunction with the ASX listing
or through other financing options that will be available at the time. The
Board still believes listing on ASX will see a significant value uplift for
CTL and also provide access to one of the deepest and most active pools of
capital for mining companies.
In parallel to the ASX listing, the Company will also be looking to engage
with potential strategic and offtake partners following completion of the PFS
and commence substantive discussions on project participation and funding
structures for the construction of the Laguna Verde project.
Director Participation
Certain of the Directors are intending to participate in the Placing by
subscribing for up to £0.3 million in aggregate at the Issue Price, being
1.33 million Placing Shares. Such subscription will form part of the
Conditional Placing.
Warrants
A Warrant grants the holder the right to subscribe for one new Ordinary Share
at 33 pence per share and is exercisable during the period commencing on the
date of grant of such Warrants and ending on 14 December 2026.
Any Warrants remaining unexercised after the end of the relevant subscription
period shall automatically expire. Upon exercise of the Warrants, the
underlying Ordinary Shares will be issued within fourteen days.
Further details of the Warrants and their timetable will be set out in the
Circular.
Broker Warrants
As consideration for their services in connection with the Placing, the
Company intends to issue the Joint Bookrunners with warrants over such number
of Ordinary Shares as is equal to between 6 and 7.5% of the Placing Shares
(each a "Broker Warrant"). Each Broker Warrant will be exercisable at a price
equal to the Issue Price up until five years from their date of grant, being
the date of completion of the Conditional Placing. The grant of the Broker
Warrants is subject to the passing of the Resolutions at the General Meeting.
Bookbuild
The Placing will be conducted by the Joint Bookrunners on behalf of the
Company in accordance with the terms and conditions set out in the Appendix 1
to this announcement (the "Terms and Conditions"). The Bookbuild will open
with immediate effect following this announcement. The number of Placing
Shares will be determined by the Joint Bookrunners and the Company, and will
be confirmed orally or by email following the close of the Bookbuild. The
Placing Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
It is expected that the Bookbuild will close before 8.00 a.m. on 22 November
2023. However, the timing of the closing of the Bookbuild and allocations are
at the absolute discretion of the Joint Bookrunners and the Company. Details
of the results of the Placing will be announced as soon as practicable after
the close of the Bookbuild. The Placing is not being underwritten.
This announcement should be read in its entirety. Investors' attention is
drawn to the detailed Terms and Conditions of the Placing. By choosing to
participate in the Placing and by making an oral and legally binding offer to
acquire Placing Shares, investors will be deemed to have read and understood
this announcement in its entirety (including the appendices) and to be making
such offer on the terms and subject to the conditions of the Placing contained
here, and to be providing the representations, warranties and acknowledgements
contained in the Terms and Conditions.
General Meeting
In accordance with the Company's articles of association, shareholder approval
is required for the Directors to issue the Conditional Placing Shares and the
Open Offer Shares and associated Warrants, and the Broker Warrants. A general
meeting is expected to be held at the offices of CleanTech Lithium PLC, de
Carteret House, Castle Street, St Helier, Jersey, JE2 3BT for the purpose of
passing certain resolutions ("Resolutions"), including to authorise the issue
of the Conditional Placing Shares, the Open Offer Shares, the related Warrants
and the Broker Warrants. It is currently anticipated that the General Meeting
will be held on 14 December 2023. A circular (the "Circular"), containing a
notice convening the General Meeting, is expected to be published on or about
23 November 2023, outlining the terms of the Fundraising, the Resolutions, the
details of the Open Offer and recommending all shareholders of the Company
("Shareholders") to vote in favour of all the Resolutions. The Circular will
be available on the Company's website at https://www.ctlithium.com.
The Conditional Placing (which will include any participation by Directors in
the Placing) is conditional, inter alia, on the Resolutions being passed by
the Shareholders at the General Meeting (or an adjournment thereof) and both
the Firm Placing and Conditional Placing are conditional, inter alia, on the
placing agreement between the Company, the Joint Bookrunners and Beaumont
Cornish otherwise becoming unconditional in all respects, save for First
Admission (in respect of the Firm Placing) or Second Admission (in respect of
the Conditional Placing), and not having been terminated in accordance with
the terms prior to First Admission or Second Admission.
Applications will be made to London Stock Exchange plc ("London Stock
Exchange") for the New Ordinary 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 27 November 2023
and 15 December 2023 respectively. No application is being made for 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 Joint Bookrunners. 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.
2023
Announcement of the Fundraising 21 November
Expected time and date of announcement of results of the Placing 22 November
Publication of Circular 23 November
First Admission effective and dealings in the Firm Placing Shares expected to 27 November
commence on AIM
CREST accounts credited in respect of Firm Placing Shares and attached 27 November
Warrants in uncertificated form
General Meeting 10.00 a.m. 14 December
Expected announcement of results of the General Meeting and the Open Offer 14 December
Second Admission effective and dealings in the Conditional Placing Shares and 15 December
the Open Offer Shares expected to commence on AIM
Where applicable, expected date for CREST accounts to be credited in respect 15 December
of Conditional Placing Shares, Open Offer Shares and attached Warrants in
uncertificated form
Where applicable, expected date for despatch of definitive certificates for within 14 days of
Conditional Placing Shares, Open Offer Shares and attached Warrants
Second Admission
Note: The Open Offer timetable including Record Date will be announced in due
course
CleanTech Lithium:
CleanTech Lithium (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) is an exploration and
development company advancing sustainable lithium projects in Chile for the
clean energy transition. Committed to net-zero, CleanTech Lithium's mission is
to produce material quantities of battery grade using sustainable Direct
Lithium Extraction technology, powered by renewable energy, the Company plan
to be the leading supplier of 'green' lithium to the EV and battery
manufacturing market.
CleanTech Lithium has four lithium projects - Laguna Verde, Francisco Basin,
Llamara and Salar de Atacama - located in the lithium triangle, the world's
centre for battery grade lithium production. The two major projects: Laguna
Verde and Francisco Basin are situated within basins controlled by the
Company, which affords significant potential development and operational
advantages. All four projects have direct access to existing infrastructure
and renewable power.
CleanTech Lithium is committed to using renewable power for processing and
reducing the environmental impact of its lithium production by utilising
Direct Lithium Extraction. Direct Lithium Extraction is a transformative
technology which removes lithium from brine, with higher recoveries and
purities. The method offers short development lead times, low upfront capex,
with no extensive site construction and no evaporation pond development so
there is no water depletion from the aquifer. www.ctlithium.com
(http://www.ctlithium.com)
Important Notice(s)
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 forward-looking 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 Placing 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 Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or the Joint Bookrunners 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 Joint Bookrunners 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 joint bookrunner exclusively for the Company
and no one else in connection with the Placing 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
Placing or any other matters referred to in this announcement.
Canaccord Genuity Limited is authorised and regulated by the FCA in the United
Kingdom and is acting as joint bookrunner exclusively for the Company and no
one else in connection with the Placing 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 Placing 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 Placing and is not acting for any other persons
in relation to the Placing. 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.
The Appendix 1 to this announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this announcement (including the Appendix 1) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix 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 PLACING 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 PLACING
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 EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES ARE ONLY BEING OFFERED
AND SOLD (I) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED
IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S");
OR (II) WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS AS
DEFINED IN RULE 144A UNDER THE US SECURITIES ACT IN TRANSACTIONS NOT INVOLVING
A PUBLIC OFFERING IN THE UNITED STATES.
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 Placing Shares or Warrants in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by either of Canaccord
Genuity Limited ("Canaccord") or Fox-Davies Capital Limited ("Fox-Davies")
(Canaccord and Fox-Davies together the "Joint Bookrunners"), or any of their
respective Affiliates, or any of their, or their respective Affiliates'
partners, directors, officers, members, employees, agents or advisers which
would permit an offer of the Placing Shares or Warrants or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares or 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
Joint Bookrunners to inform themselves about, and to observe, any such
restrictions.
All offers of the Placing Shares and 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 either Joint Bookrunner or any of their respective Affiliates, nor
any of their or their respective 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 Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their 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 Joint Bookrunners nor their respective 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 Placing Shares
or Warrants.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
and 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 Placing Shares and 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 Placing Shares and Warrants pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares and Warrants acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation:
(i) the Placing Shares and 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 Joint Bookrunners has been
given to each such proposed offer or resale; or
(ii) where Placing Shares and 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 Placing Shares and
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 Placing Shares and 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 Placing Shares and Warrants acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares and 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 Joint Bookrunners has been given to each such
proposed offer or resale; or
(ii) where the Placing Shares and 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 Placing Shares and
Warrants to it is not treated under the UK Prospectus Regulation as having
been made to such persons;
4. that it and the person(s), if any, for whose account or benefit it is
subscribing for Placing Shares and Warrants is, and at the time it subscribes
for the Placing Shares and Warrants will be either (i) located outside the
United States acquiring the Placing Shares and Warrants in an "offshore
transactions" as defined in and in reliance on Regulation S under the US
Securities Act, or (ii) is a "qualified institutional buyer" ("QIB") as
defined in Rule 144A under the US Securities Act acquiring the Placing Shares
and Warrants pursuant to an exemption from the registration requirements of
the US Securities Act;
5. in the case of a person in Australia who acquires any Placing Shares
and Warrants pursuant to the Placing, it is a Wholesale Investor, and it is
not that person's intention or purpose that any of the Placing Shares and
Warrants be acquired for the purpose of selling or transferring the securities
or granting, issuing, or transferring interests in, or options over, them; and
6. in the case of a person in Canada who acquires any Placing Shares and
Warrants pursuant to the Placing:
(a) it has duly completed a form of Canadian representation letter with
respect to the Placing Shares and 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 Placing Shares and 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
Placing Shares or 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 Joint Bookrunners will
commence an accelerated bookbuilding process in respect of the Placing (the
"Bookbuild") 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 Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild 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 Placing Shares and
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 Placing Shares (and the Ordinary Shares that are subject to
the Warrants) may decline and investors could lose all or part of their
investment; the Placing Shares and Warrants offer no guaranteed income and no
capital protection; and an investment in the Placing Shares and 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 Joint Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and Warrants and determining
appropriate distribution channels.
Details of the Placing Agreement, the Placing Shares and the Warrants
The Joint Bookrunners are each acting as the Company's agent in connection
with the Placing. The Joint Bookrunners have entered into an agreement with
the Company (the "Placing Agreement") under which, subject to the conditions
set out therein, including in respect of the Conditional Placing the passing
by the shareholders of the Company of the Resolutions to approve the
Conditional Placing, the Joint Bookrunners have agreed, as agents for the
Company, severally to use their respective reasonable endeavours to procure
Placees for the Placing Shares at a price of 22 pence per Placing Share (the
"Issue Price") and as set out in the Placing Agreement. For every two Placing
Shares subscribed for, the subscriber will also be granted one Warrant. Each
Warrant will entitle the subscriber to subscribe for one Ordinary Share at a
price of 33 pence per Ordinary Share at any time from the date Second
Admission until 14 December 2026. The Warrants will be unlisted and no
application will be made for the Warrants to be admitted to trading on AIM or
any other stock exchange.
The Placing Shares and Warrants will be allotted and issued in two tranches:
· the Firm Placing, being a maximum of 14.12 million Placing Shares and
7.05 million Warrants (together, "Tranche 1") will be allotted and issued
within the Company's existing authorities to allot equity securities; and
· the Conditional Placing, being the balance of the Placing Shares and
Warrants subject to the Placing (together, "Tranche 2", and each of Tranche 1
and Tranche 2 being a "Tranche"), will be allotted and issued conditional upon
(inter alia) approval of the Resolutions at a General Meeting of the Company's
shareholders that it is intended will be convened to be held on or around 14
December 2024.
The number of Placing Shares and Warrants in the Placing will be determined
following completion of the Bookbuild and set out in the placing supplement
agreement to be entered into between Joint Bookrunners and the Company (the
"Placing Supplement Agreement"). The final number of Placing Shares and
Warrants and their allocations will be decided at the close of the Bookbuild.
The timing of the closing of the Bookbuild will be at the discretion of the
Company and the Joint Bookrunners. Details of the number of Placing Shares and
Warrants will be announced as soon as practicable after the close of the
Bookbuild.
Each Placee who agrees to subscribe for Placing Shares and Warrants in the
Placing, and whose participation is confirmed by the Joint Bookrunners, will
have their allocation of Placing Shares and Warrants split between Tranche 1
and/or Tranche 2 in such proportions as the Bookrunners may determine, in
their absolute discretion.
The Company is also separately making the Open Offer of up to 2.37 million new
Ordinary Shares. Qualified Shareholders who participate in the Open Offer will
also be granted one Warrant for every two new Open Offer Shares subscribed for
in the Open Offer. The Warrants to be granted under the Open Offer are being
granted on the same terms as those granted under the Placing. Completion of
the Placing is not conditional upon any minimum amount being raised under the
Open Offer. The Open Offer is subject to shareholder approval at the General
Meeting. The Open Offer is expected to close on or around 13 December 2023.
The Open Offer Shares and associated Warrants will be allotted and issued as
soon as practicable after the close of the General Meeting.
In accordance with the terms and subject to the conditions in the Placing
Agreement, neither the Placing nor the Open Offer nor any potential
subscription by certain of the Directors is being underwritten by the Joint
Bookrunners or anyone else, and in the event that subscribers are not obtained
for all or any of the Placing Shares, Open Offer Shares and Warrants or in the
event of a default to make payment by any subscribers procured by the Joint
Bookrunners, there will be no obligation on either Joint Bookrunner to
subscribe for any Placing Shares, Open Offer Shares or Warrants.
The Placing 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 Placing Shares. The Placing Shares and Warrants
will be issued free of any encumbrances, liens or other security interests.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange plc for the admission of
the Firm Placing Shares and the Conditional Placing Shares to trading on AIM
("Admission").
It is expected that:
· First Admission will take place at 8.00 am (London time) on 27
November 2023; and
· subject to the passing of the Resolutions, Second Admission will take
place at 8.00 am (London time) on 15 December 2023,
or, in each case, such later date as may be agreed between the Company and the
Joint Bookrunners, provided that such date is no later than 8.00 am (London
time) on the Long Stop Date.
Each Tranche of Warrants will be granted subject to, and such grant will take
effect from, Admission of the Tranche of Placing Shares to which it relates.
The Warrants will be unlisted and no application will be made for admission of
the Warrants to trading on AIM or any other stock exchange.
Admission of the Open Offer Shares is expected to take place at 8.00 am
(London time) on 15 December 2023, or such later date as may be agreed between
the Company and the Joint Bookrunners, provided that such date is no later
than 8.00 am (London time) on the Long Stop Date.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company. Participation in
the Placing will only be available to persons who may lawfully be, and are,
invited to participate by one of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective affiliates are entitled to enter bids as
principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the number of Placing
Shares and Warrants which will be included in the Placing. The number of
Placing Shares and Warrants and the aggregate proceeds to be raised through
the Placing will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at one of the Joint
Bookrunners. 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 two Placing Shares.
Bids in the Bookbuild may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 6 below. Each Placee who agrees to subscribe for
Placing Shares and Warrants in the Placing, and whose participation is
confirmed by the Joint Bookrunners, will have their allocation of Placing
Shares and Warrants split between Tranche 1 and/or Tranche 2 in such
proportions as the Bookrunners may determine, in their absolute discretion.
4. The Bookbuild is expected to close no later than 8.00 am (London
time) on 22 November 2023, being the first Business Day after the date of this
Announcement, but may be closed earlier or later, at the absolute discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either orally
or by email by the relevant Joint Bookrunner following the close of the
Bookbuild. Subject to paragraph 8 below, the relevant Joint 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 such Joint Bookrunner (as an agent of the Company) and the
Company, under which such Placee agrees to subscribe for the number of Placing
Shares and Warrants allocated to it in the respective Tranches and to pay the
Issue Price for each such Placing Share 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 Joint Bookrunners 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 Joint Bookrunners may
also, notwithstanding paragraphs 2 and 3 above, (i) allocate Placing
Shares and Warrants after the time of any initial allocation to any person
submitting a bid after that time, and (ii) allocate Placing Shares and
Warrants after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute discretion of the
Joint Bookrunners. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received such
satisfactory evidence, the Joint Bookrunners may, in their absolute
discretion, terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Joint Bookrunners 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 Warrants to Placees located in
the United States and Canada shall be conditional on the execution by each
Placee of an investor representation letter or subscription agreement (in the
form required by the Joint Bookrunners).
8. A bid in the Bookbuild 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 Joint Bookrunners' 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 relevant Joint
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 relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or other
announcement will be made by any of the Joint Bookrunners 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 each Tranche of the Placing
Shares and 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 Bookbuild 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 of the Joint
Bookrunners, the Company or 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 of the Joint Bookrunners,
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 Joint Bookrunners' conduct of the
Bookbuild or of such alternative method of effecting the Placing as the Joint
Bookrunners, their respective Affiliates and the Company may agree or
determine.
Conditions of the Placing
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 Joint Bookrunners' obligations
under the Placing Agreement with respect to the Placing are conditional on
certain conditions, including (without limitation):
1. in respect of Tranche 2 of the Placing, Admission of the Firm Placing
Shares having become effective, and upon the passing of the Resolutions at the
General Meeting;
2. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Admission
of the relevant Tranche;
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 Joint Bookrunners
consider, acting in good faith, that the relevant matter is not material in
the context of the Placing or Admission;
4. Admission of:
a. the Firm Placing Shares taking place by not later than 8.00 am (London
time) on 27 November 2023; and
b. the Conditional Placing Shares taking place by not later than 8.00 am
(London time) on 15 December 2023,
or, in each case, such later date as may be agreed in writing between the
Company and the Joint Bookrunners (acting jointly), being not later than 8.00
am (London time) on the Long Stop Date.
Completion of the Placing is not subject to any minimum fundraising under the
Open Offer being achieved. Completion of Tranche 2 of the Placing is
conditional upon the completion of Tranche 1 of the Placing, but completion of
Tranche 1 of the Placing is not conditional upon the passing of any of the
Resolutions or the completion of Tranche 2 of the Placing.
If, in respect of either Tranche of the Placing: (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 Joint Bookrunners by the relevant time or date
specified (or such later time or date as the Company and the Joint Bookrunners
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, that
Tranche of the Placing will lapse and the Placees' rights and obligations
hereunder in relation to that Tranche of the Placing Shares and Warrants shall
cease and terminate at such time and each Placee agrees that no claim can be
made by it in respect thereof. If the Placing Agreement is terminated after
Admission of the Firm Placing Shares and the grant of Tranche 1 of the
Warrants, but prior to Admission of the Conditional Placing Shares and the
grant of Tranche 2 of the Warrants, such termination shall be without
prejudice to the Admission of the Firm Placing Shares and the grant of Tranche
1 of the Warrants.
The Joint Bookrunners may, at their absolute discretion (acting jointly),
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 Joint Bookrunners are 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 Joint Bookrunners may each terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor any of their respective Affiliates, nor
any of its or their respective 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 Joint Bookrunners.
By participating in the 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
Either of the Joint Bookrunners is entitled at any time before Admission of
either Tranche of the Placing Shares, 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, the announcements in
relation to the Placing or the circular relating to the Open Offer and the
General Meeting) 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 either of the Joint Bookrunners' 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 Admission of the Firm Placing
Shares and the grant of Tranche 1 of the Warrants, but prior to Admission of
the Conditional Placing Shares and the grant of Tranche 2 of the Warrants,
such termination shall be without prejudice to the Admission of the Firm
Placing Shares and the grant of Tranche 1 of the Warrants.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of each Tranche of the Placing terminate only in the
circumstances described above and under the "Conditions of the Placing"
section above and will not be capable of rescission or termination by it after
oral confirmation by the Joint Bookrunners following the close of the
Bookbuild.
By participating in the Bookbuild, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners 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 Joint Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor either of
the Joint Bookrunners 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.
No prospectus
The Placing Shares and 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, the Open Offer, the Placing Shares, the
Open Offer Shares or the 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 Joint Bookrunners 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 Joint Bookrunners or their respective Affiliates or any other person and
neither of the Joint Bookrunners 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 Joint Bookrunners that, except
for the Placing Shares, the Open Offer Shares, Ordinary Shares subscribed by
Directors in conjunction with the Placing, the Warrants and the Broker
Warrants, the exercise of existing options and warrants, and certain issues of
Ordinary Shares to Directors in lieu of fees, for six months following
Admission of the Firm Placing Shares it will not issue any shares or other
securities other than with the consent of the Nominated Adviser and the Joint
Bookrunners (acting in good faith), and save for a further placing expected to
be completed in the first half of 2024 as referred to in the Announcement or
an investment by a strategic partner, provided that the Company notifies the
Nominated Adviser and the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Placing Shares (ISIN: JE00BPCP3Z37) and the
Warrants (ISIN: JE00BLFDJM55) 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 Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares and 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 Placing Shares and Warrants is completed either
(a) in accordance with either the standing CREST or certificated settlement
instructions that it has in place with the relevant Joint Bookrunner; or (b)
if there are no standing CREST of certificated settlement instructions in
place with the relevant Joint Bookrunner, in accordance with such CREST or (if
agreed with the Joint Bookrunners) certificated settlement instructions
provided in writing by the Placee to the relevant Joint Bookrunner.
Subject to the paragraph below, the Company will deliver the relevant Placing
Shares and Warrants in accordance with the Placing Agreement, to a CREST
account operated by the relevant Joint Bookrunner as agent for the Company
and each Joint Bookrunner will enter its delivery (DEL) instruction into the
CREST system. The Joint Bookrunners will hold any Placing Shares and 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 Placing Shares to that Placee against
payment.
If agreed in advance between a Placee ("Certificated Placee") and the relevant
Joint Bookrunner, and notified in advance by the relevant Joint Bookrunner to
the Company, the Company will (subject to the remainder of this paragraph)
arrange for delivery of a share certificate and/or warrant certificate in the
name of the Certificated Placee for the relevant Placing Shares and/or
Warrants. Funds must be received by the relevant Joint Bookrunner from the
Certificated Placees at least three days prior to the date of Admission of the
relevant Tranche of Placing Shares. Subject to receipt of the relevant funds
by the relevant Joint Bookrunner and subject and conditional upon Admission of
the relevant Tranche of Placing Shares and grant of the relevant Tranche of
Warrants, the Company shall arrange for delivery of the relevant share
certificate and/or warrant certificate to the relevant Certificated Placee. In
the event that Admission of the relevant Tranche of the Placing Shares and/or
grant of the relevant Tranche of Warrants does not become effective by the
Long Stop Date, any funds received by the Joint Bookrunners 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 and Tranche 1 of the Warrants will be on 27
November 2023; and
· the Conditional Placing Shares and Tranche 2 of the Warrants will be
on 15 December 2023,
in each case on a T+3 basis in accordance with the instructions given by the
Joint Bookrunners.
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 Joint
Bookrunners, with interest compounded on a daily basis.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners may sell any or all of the Placing Shares and 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 Placing Shares and Warrants on such Placee's
behalf. The foregoing is without prejudice to any cause of action the Joint
Bookrunners may have against a defaulting Placee.
If Placing Shares and/or 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 Placing Shares and/or 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 Placing Shares
and/or 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 Placing Shares and/or 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 Placing Shares or Warrants),
neither of the Joint Bookrunners 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 Joint Bookrunners (in their capacity as
placing agents in respect of the Placing), and the Company, in each case as a
fundamental term of its application for Placing Shares and 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
Placing Shares and 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 Placing Shares, the Warrants or otherwise;
2. 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 Placing Shares or the
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 Joint Bookrunners;
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 of the Joint Bookrunners 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 Placing Shares, the Warrants, the Bookbuild, the Placing or the
Company or any other person other than this Announcement, nor has it requested
any of the Joint Bookrunners, 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 Joint Bookrunners, that
it is not, and at the time that each Tranche of the Placing Shares and
Warrants is acquired neither it nor the beneficial owner of such Placing
Shares and 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 Placing Shares or Warrants, subject to certain restrictions; and
further acknowledges that the Placing Shares and 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 Placing Shares or 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 of the Joint Bookrunners, 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 Placing
Shares and Warrants is contained in this Announcement, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares and 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 Joint Bookrunners or the Company
or any of their respective Affiliates and neither of the Joint Bookrunners 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 Joint Bookrunners 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 Placing Shares or the 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 Joint Bookrunners or any of
their respective Affiliates or any person acting on the Joint Bookrunners' or
any of their respective Affiliates' behalf and understands that (i) neither of
the Nominated Adviser nor the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Placing Shares and 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 Placing Shares or
Warrants would give rise to such a liability and that the Placing Shares and
Warrants are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares or Warrants into a
clearance service;
13. that no action has been or will be taken by the Company, the Joint
Bookrunners, nor any person acting on behalf of the Company, that would, or is
intended to, permit a public offer of the Placing Shares or 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
Placing Shares and 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 Joint Bookrunners, 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 Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners 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 Joint Bookrunners 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 Placing Shares and/or 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 Placing Shares or 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 Placing Shares and 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 Placing Shares and
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 Placing Shares and 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 Placing Shares and 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 Joint Bookrunners 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 Placing Shares or
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 Placing Shares or
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 Placing Shares and 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 Placing Shares or 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 Placing Shares and 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 Placing Shares or
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 Placing Shares and 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 Placing Shares and Warrants 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 Placing Shares and
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 Joint Bookrunners, 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 Placing Shares and 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 Placing Shares and Warrants it has agreed to acquire, agree and
undertake that it (and any person acting on its behalf) will make payment for
the Placing Shares and Warrants allocated to it in accordance with this
Announcement on the due time and date set out herein and, in the case of the
Placing Shares and Warrants, against delivery of such Placing Shares and
Warrants to it, failing which the relevant Placing Shares and Warrants may be
placed with other Placees or sold as the Joint Bookrunners 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 Placing Shares and 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 Placing
Shares and Warrants on its behalf;
33. that its allocation (if any) of Placing Shares and Warrants will
represent a maximum number of Placing Shares and Warrants to which it will be
entitled, and required, to acquire, and that the Joint Bookrunners or the
Company may call upon it to acquire a lower number of Placing Shares and
Warrants (if any), but in no event in aggregate more than the aforementioned
maximum. It also acknowledges that its allocation of Placing Shares and
Warrants will be split between Tranche 1 and/or Tranche 2 (in such proportions
as the Bookrunners may determine, in their absolute discretion), that the
allotment and issue of the Conditional Placing Shares and the grant of Tranche
2 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 Tranche 2 Warrants granted;
34. that none of the Company, the Joint Bookrunners 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 Joint Bookrunners and that the Joint Bookrunners do 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 Joint Bookrunners' 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 Placing
Shares and Warrants under the securities laws of any Restricted Territory and,
subject to certain exceptions, the Placing Shares and 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
Placing Shares and Warrants will be (i) itself or (ii) its nominee, as the
case may be. Neither of the Joint Bookrunners, 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 each of the Joint Bookrunners, 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 Placing Shares and Warrants) the relevant Placing Shares and
Warrants will (where they are not held in certificated form) be allotted to
the CREST stock account of the relevant Joint Bookrunner who 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 Placing
Shares and Warrants (together with any interest chargeable thereon) may be
taken by the Joint Bookrunners 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 each of the Joint Bookrunners, 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 each of the Joint Bookrunners on their own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners 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 each of the Joint
Bookrunners, 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 Joint Bookrunners 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 Joint Bookrunners and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement are given to Joint
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 Joint Bookrunners;
41. that it irrevocably appoints any director of the Joint Bookrunners 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 Placing Shares and 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 Placing Shares and 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 Joint Bookrunners' conduct of the Placing or
any of them;
44. that in making any decision to acquire the Placing Shares and 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 Placing Shares and
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 Joint
Bookrunners or any of their respective 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 Placing Shares and 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
Placing Shares and Warrants involves a considerable degree of risk and it will
not look to the Company, the Joint Bookrunners, 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 Placing Shares and Warrants;
45. it agrees that neither of the Joint Bookrunners, 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 Joint Bookrunners or any person acting on their respective behalf may or
may not have conducted with respect to the Company and its Affiliates or the
Placing and the Joint Bookrunners and their respective 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 Placing
Shares and 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 Placing Shares and Warrants. It agrees that no information
has been prepared by, or is the responsibility of, the Joint Bookrunners or
any of their respective Affiliates for the purposes of this Placing;
47. it agrees that it will not hold either of the Nominated Adviser or the
Joint Bookrunners 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 Joint
Bookrunners nor any person acting on behalf of the Nominated Adviser or either
Joint 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, each of the Joint Bookrunners and
any of their respective 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 either Joint Bookrunner and any of their respective
Affiliates acting in such capacity. In addition, the Joint Bookrunners or any
of their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which such Joint Bookrunners or any of their respective
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing. Neither of the Joint Bookrunners nor
any of their respective 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 Placing Shares
and Warrants and it will be acquiring the Placing Shares and 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
Placing Shares and Warrants;
50. none of the Company nor the Joint Bookrunners, 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 Placing Shares and Warrants; (ii) that any person will refund
all or any part of the purchase price for the Placing Shares and Warrants; or
(iii) as to the future price or value of the Placing Shares and 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 Placing Shares and
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 each of the Joint Bookrunners and their respective 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 each of
the Joint Bookrunners and their respective 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
as each of the Joint Bookrunners (for their own benefit and, where relevant,
the benefit of their respective 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 of the Joint Bookrunners or 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 Placing Shares and
grant 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 Placing Shares
and Warrants in question. None of the Company or the Joint Bookrunners 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 Placing Shares and 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
Placing Shares and Warrants are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares and Warrants into a clearance service. Neither of the Joint Bookrunners
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
Placing Shares and Warrants) or (ii) on a sale of Placing Shares and 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 Placing Shares and 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 Joint Bookrunners, 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 either Joint Bookrunners or any of their respective Affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares and Warrants. Each Placee acknowledges and is
aware that the Joint Bookrunners are 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
Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners 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 Joint
Bookrunners' money in accordance with the client money rules and may be used
by the Joint Bookrunners in the course of its own business, and the Placee may
rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. Either
of the Joint Bookrunners 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, Joint Bookrunners 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 Joint
Bookrunners:
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:
Admission First Admission and/or Second Admission.
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 Rules means the AIM Rules for Companies published by the London Stock Exchange plc.
ASX the Australian Securities Exchange.
Announcement means this announcement (including its Appendices).
Bookbuild means the accelerated bookbuilding process to be commenced by the Joint
Bookrunners to use reasonable endeavours to procure Placees for the Placing
Shares and the Warrants, as described in this Announcement and subject to the
terms and conditions set out in this Announcement and the Placing Agreement.
Broker Warrants has the meaning given to it in the main body of this Announcement.
Canaccord means Canaccord Genuity Limited.
Circular has the meaning given to it in the main body of this Announcement.
Company means CleanTech Lithium PLC.
Conditional Placing has the meaning given to it in the main body of this Announcement.
Conditional Placing 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.
DLE has the meaning given to it in the main body of this Announcement.
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the Prospectus
Regulation.
EIA has the meaning given to it in the main body of this Announcement.
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.
Firm Placing 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 has the meaning given to it in the main body of this Announcement.
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.
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 22 pence per new Ordinary Share.
Joint Bookrunners means FDC and Canaccord.
Long Stop Date means 29 December 2023.
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.
New Ordinary Shares has the meaning given to it in the main body of this Announcement.
NI 45-106 means National Instrument 45-106 - Prospectus Exemptions of the Canadian
Securities Administrators.
Open Offer has the meaning given to it in the main body of this Announcement.
Open Offer Shares 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 £0.01 each in the capital of the Company.
OSA means the Securities Act (Ontario).
Placee means any person procured by either of the Joint Bookrunners (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 pursuant to the
Placing.
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, the announcements
in relation to the Placing or the Circular relating to the Open Offer and the
General Meeting.
Placing Shares has the meaning given to it in the main body of this Announcement.
Placing Supplement Agreement means the placing supplement agreement as may be executed by the Company and
the Joint Bookrunners.
Professional Investor has the meaning given to it in Appendix 1 of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129.
QIB means a "qualified institutional buyer" as defined in Rule 144A under the US
Securities Act.
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 in Appendix 1 of this Announcement.
Resolutions means the resolutions of the shareholders of the Company proposed at the
General Meeting.
Restricted Territory means the United States, Australia, Canada, New Zealand, the Republic of South
Africa or Japan.
Second Admission 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 has the meaning given to it in the main body of this Announcement.
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"
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