REG - Cobra Resources PLC - Proposed Placing & Subscription & Apt Joint Broker
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RNS Number : 9678X Cobra Resources PLC 24 March 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
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DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END
OF THIS ANNOUNCEMENT.
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CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN COBRA RESOURCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF COBRA RESOURCES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE
CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
24 March 2026
Cobra Resources plc
("Cobra" or the "Company")
Proposed Placing & Subscription to raise up to £4.5 million, Issue of
Warrants
&
Appointment of Joint Broker
Proceeds to accelerate Manna Hill Copper Project drilling following scalable
copper discovery & advance Boland Rare Earth Project through
pre-feasibility
Cobra (https://cobraplc.com/) (LSE: COBR)
(https://www.londonstockexchange.com/stock/COBR/cobra-resources-plc/company-page)
, a South Australian mineral exploration and development company, is pleased
to announce a proposed equity offering to raise up to £4.5 million by way of
an institutional placing and separate subscription with existing shareholders
of the Company, both at an issue price of 4.0 pence (the "Issue Price") per
share (the "Fundraise").
Pursuant to the Fundraise, each participant will receive one warrant (a
"Warrant" and together, the "Warrants") for every two Fundraise Shares (as
defined below) subscribed for at the Issue Price. Each Warrant will give the
holder the right to subscribe for one new ordinary share of nominal value
£0.01 each in the Company ("Ordinary Shares") at a price of 6.0 pence per
Ordinary Share (the "Strike Price") at any time from the date of issue up to
(and including) 5.00 p.m. on the second anniversary of Admission (the "Warrant
Exercise Period").
The Warrants will be constituted by a warrant instrument to be executed by the
Company prior to Admission (as defined below) (the "Warrant Instrument").
Proceeds from the Fundraise will allow Cobra to accelerate drilling at the
Manna Hill Copper Project following the scalable copper-gold discovery at Blue
Rose, while concurrently advancing the Boland Rare Earths project through
pre-feasibility. Together, the Company's exploration programmes have the
potential to establish Cobra as a significant copper and rare earths developer
in South Australia.
The Fundraise will be conducted via the issue of new Ordinary Shares and
Warrants and consists of:
· a non-pre-emptive placing (the "Placing") of new Ordinary Shares and
Warrants to institutional investors at the Issue Price (the "Placing Shares
and Warrants"); and
· a subscription with certain Australian major shareholders, directors
and other subscribers (the "Subscription") for new Ordinary Shares and
Warrants at the Issue Price (the "Subscription Shares" and, together with the
Placing Shares and Warrants, the "Fundraise Shares").
Cobra is also pleased to announce that H&P Advisory Limited ("Hannam &
Partners") has been appointed as the Company's joint broker with immediate
effect. Hannam & Partners and SI Capital Limited ("SI") are acting as
joint bookrunners in connection with the Placing (the "Brokers").
Highlights:
· Intention to raise up to £4.5 million (before expenses) through a
Placing and Subscription, in each case at a price of 4.0 pence Fundraise
Share.
· The Issue Price represents a discount of approximately 20 per cent to
the 10-day VWAP.
· The Placing is to be conducted by way of an accelerated bookbuild
process (the "Bookbuild"), to commence immediately following this Announcement
and will be subject to the terms and conditions set out in Appendix I to this
Announcement.
· The final number of Placing Shares and Warrants will be determined by
the Brokers, at the close of the Bookbuild (as defined below) and the result
of the Placing (the "Placing Results") will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild and the
allocation of the Placing Shares and Warrants will be determined by the
Brokers.
· Pursuant to the Fundraise, each participant will receive one Warrant
for every two Fundraise Shares subscribed for. Each Warrant will entitle the
holder to subscribe for one new Ordinary Share at the Strike Price,
exercisable at any time during the Warrant Exercise Period.
· The Fundraise is not being underwritten.
Rupert Verco, Chief Executive Officer of Cobra, commented:
"We are advancing two significant projects in South Australia, a tier 1
jurisdiction. Against the backdrop of current market volatility, terbium and
dysprosium spot prices are nearing all-time highs whilst the copper market
continues to support a favourable long-term outlook.
With the strong support of our major shareholders, this Fundraise will
position Cobra to generate considerable value across both projects.
The initial intersections from Manna Hill validate historical results and
support considerable scale. This has prompted the Company to seek shareholder
support to exercise the Manna Hill Option. With further results pending and a
rig booked for April, Cobra is positioned to deliver further strong copper
results.
Resource definition drilling has been completed at Boland, with both rigs now
moving to the Head prospect. Rare earth results are expected across the next
two months.
We look forward to welcoming new shareholders to the register. Hold on to your
hats - the team is focused on delivery. This is going to be one hell of a
year."
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix I to this Announcement. Further information relating to the Fundraise
and use of proceeds is set out below.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares and Warrants, investors participating
in the Placing 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 herein, and to be
providing the representations, warranties and acknowledgements contained in
Appendix I.
Capitalised terms not otherwise defined in the text of this Announcement have
the meaning given to them in the section headed "Definitions" in Appendix II
below.
Background to the Fundraise
Cobra is a South Australian critical minerals developer with a portfolio of
copper and rare earth assets at various stages of the pre-production pathway.
The Company holds an option over the Manna Hill Copper Project in the Nackara
Arc and is advancing the Boland ionic rare earth project in the Gawler Craton.
Under the Manna Hill Option Agreement, Cobra sought to test several geological
observations that have implications for a large-scale mineral system at Blue
Rose. This included testing for the continuity of Blue Rose Skarn
mineralisation at both depth and with increased strike. On 9 March 2026, Cobra
announced initial assay results from drilling at the Blue Rose prospect within
the Manna Hill Project, including(1):
§ MHRC0018:
§ 20m at 0.78% Cu, 0.14 g/t Au from 38m;
§ 74m at 1.02% Cu, 0.25 g/t Au from 70m;
§ 14m at 1.52% Cu, 0.42g/t Au from 88m;
§ MHRC0017:
§ 86m at 0.60% Cu, 0.14 g/t Au from 18m;
§ 12m at 1.05% Cu, 0.09g/t Au from 32m;
§ 12m at 1.10% Cu, 0.53 g/t Au from 58m;
§ MHRC0003:
§ 56m at 0.34% Cu from 34m;
§ 18m at 0.52% Cu from 38m;
§ 14m at 0.21% Cu, 0.01% Mo from 122m; and
§ 10m at 0.12% Mo from 144m.
(1) Refer to RNS 8356V dated 9 March 2026: "Manna Hill: Outstanding Copper
Results Elevate Blue Rose from Prospect to Discovery"
The Board considers that these results validate the potential of Manna Hill
and elevate Blue Rose from a prospect to a scalable copper-gold discovery.
Accordingly, subject to shareholder approval, the Company intends to exercise
its option to acquire the Manna Hill Project and accelerate follow-up
drilling.
Concurrently, Cobra continues to advance its Boland Rare Earths Project, which
represents a new form of ionic rare earth mineralisation suitable for in situ
recovery. The Company is targeting a maiden Mineral Resource Estimate by June
2026 and a scoping study by July 2026, with a view to advancing to a pilot
study in the field by year-end.
Against this backdrop, the Board has determined that now is an appropriate
time to strengthen the Company's balance sheet to capitalise on the momentum
generated by the Blue Rose discovery and to provide financial flexibility to
advance both the Manna Hill and Boland projects through their next phases of
development. The Fundraise will enable the Company to accelerate drilling at
Manna Hill while concurrently progressing Boland through pre-feasibility, with
the potential to establish Cobra as a significant copper and rare earths
developer in South Australia.
Intended use of proceeds
The Company expects to utilise the net proceeds of the Fundraise as follows:
· Manna Hill Copper Project:
o Approximately £0.54 million for reimbursement of the Manna Hill seller's
independently audited project expenditure
o Approximately £1.6 million of the net proceeds from the Fundraise to
undertake up to 10,000 metres of drilling at Manna Hill before year-end, which
shall comprise:
§ Diamond Drilling targeting depth continuity directly underneath the Blue
Rose skarn and to advance the Black Baccara porphyry target
§ RC drilling aimed at adding scale to the Blue Rose and Neptune Rose skarn
footprint
§ Anabama porphyry target drilling
§ Netley Hill porphyry target drilling
§ Luron/Wadnaminga target drilling
o Blue Rose geochemical modelling
o Soils survey
o Surface mapping and sampling
· Boland Rare Earths Project:
o Approximately £1.23 million in connection with an MRE by June 2026, a
scoping study by July 2026 and the commencement of a pilot study in the field
by year-end, which shall comprise:
§ Resource drilling (ongoing)
§ Mineral Resource Estimate
§ Flow sheet including ground water preconditioning studies, permeability
sizing and modelling
§ Scoping study including engineering design
§ Field pilot study
· Additional net proceeds from the Fundraise will be applied to working
capital and business development.
Exercise of Manna Hill Option
Cobra announced on 26 August 2025 that it had entered into the Manna Hill
Option, pursuant to which the Company was granted a 12-month option to acquire
100% of the share capital of Hamelin Gully Pty Ltd (the holder of the Manna
Hill Project licences).
Cobra's Board considers that the Blue Rose discovery announced on 9 March 2026
validates the potential of the Manna Hill Copper Project and accordingly,
subject to completion of the Fundraise and the receipt of shareholder
approval, the Company intends to exercise the Manna Hill Option.
Contingent upon Cobra obtaining shareholder approval via a general meeting to
be held in due course (due to the exercise of the Manna Hill Option
constituting a substantial property transaction for the purposes of section
190 of the UK Companies Act 2006), the consideration for the Option shall be
as follows:
· A$1,000,000 in Cobra Ordinary Shares (priced at 10-day VWAP before
completion);
· Reimbursement of the seller's substantiated project expenditure,
payable in cash (independently audited at £0.54 million);
· Seller retains a 1% overriding royalty on production;
· 26% equity interest in any future mining SPV established to hold
mining licences where the valuation is determined through two independent
valuations:
o Put and Call options allow either party to require sale of the 26% at a
value determined by independent valuation;
o Consideration may be paid in Cobra or SPV shares;
· Put and call option for Cobra to acquire the Seller's 26% interest in
each mining SPV at the average of two independent valuations if the Mining SPV
is not listed on a stock exchange within two years of its incorporation; and
· A separate put and call option at the Sunset Date (8 years from
completion) allows either party to acquire or dispose of the Seller's retained
interest in the Licences, with consideration satisfied in Cobra Ordinary
Shares based on the average of two independent valuations.
Details of the Fundraise
Placing
Hannam & Partners and SI are acting as joint bookrunners in connection
with the Placing.
The Placing is subject to the terms and conditions set out in Appendix I. The
Brokers will immediately following this announcement commence the Bookbuild in
respect of the Placing.
The timing of the close of the Bookbuild, the number of Placing Shares and
Warrants to be placed as well as allocation of the Placing Shares and Warrants
will be agreed between the Brokers and the Company following the close of the
Bookbuild. The results of the Fundraise will be announced without delay
following the close of the Bookbuild.
The total number of Fundraise Shares will not exceed the Company's authority
to issue shares on a non-pre-emptive basis.
Prior to launch of the Placing, the Company consulted with a number of its
shareholders and other investors to gauge their feedback as to the terms of
and potential participation in the Placing. The Company's Directors have
concluded that the Placing is in the best interests of shareholders and wider
stakeholders and will promote the long-term success of the Company and has
therefore chosen to proceed with the Placing. The Placing is being structured
through the Bookbuild to minimise execution and market risk.
Subscription
Under the Subscription, the Company anticipates raising approximately £3
million (before expenses) by way of the subscription for 75,075,000
Subscription Shares at the Placing Price. The Subscription is not conditional
on completion of the Placing occurring. The Subscription is not being
underwritten.
A number of the Company's major shareholders have agreed to subscribe for
Subscription Shares under the Subscription. These include certain
shareholders, being entities and trusts associated with or otherwise connected
with David Clarke, Mutual Trust and Craig Peter Ball and Suzanne Katherine
Ball (the "Concert Party") who were the original vendors to Cobra of the
Wudinna Gold and Rare Earth Project in 2019, who the Company has previously
agreed with the UK Panel on Takeovers and Mergers ("Takeover Panel") are
presumed to be acting in concert for the purposes of the City Code on
Takeovers and Mergers ("Takeover Code").
Bruce Parncutt, David Clarke and Craig and Suzanne Ball are participating in
the Subscription, following Admission (as defined below), the members of the
Concert Party will be interested in, in aggregate 320,970,340 Ordinary Shares,
representing up to 30.43 per cent. of the Company's enlarged Ordinary Share
capital. This represents a decrease from the Concert Party's previous interest
in up to 30.85 per cent. of the Company's issued Ordinary Share capital.
Therefore, on Admission, the members of the Concert Party will continue to be
interested in Ordinary Shares carrying more than 30 per cent. of the voting
rights of the Company but will not hold Ordinary Shares carrying more than 50
per cent. of the voting rights of the Company. For so long as they continue to
be acting in concert, any increase in their aggregate interest in Ordinary
Shares will be subject to the provisions of Rule 9 of the City Code.
Application will be made for the Fundraise Shares to be admitted to trading on
the main market for listed securities of London Stock Exchange plc ("London
Stock Exchange") ("Admission"). It is anticipated that Admission will become
effective, and that dealings in the Fundraise Shares will commence, at 8.00
a.m. (London time) on 1 April 2026.
The Fundraise is conditional upon, among other things, the placing agreement
between the Company and the Brokers not being terminated in accordance with
its terms. Appendix I sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
The Fundraise Shares will, when issued, be credited as fully paid and rank
pari passu in all respects with the existing issued Ordinary Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid.
Warrants
As detailed above, the Company has agreed to issue Warrants to participants in
the Fundraise on the basis of one Warrant for every two Fundraise Shares
subscribed for under the Fundraise. Entitlements to Warrants shall be rounded
down and fractional entitlements shall be disregarded. Each Warrant will have
the right to subscribe for one new Ordinary Share. The Warrants are
exercisable at the Strike Price during the Warrant Exercise Period. None of
the Warrants will be admitted to trading on the London Stock Exchange or any
other stock exchange.
The other key terms and conditions of the Warrants are set out below:
(a) Subscription rights: Each Warrant issued will confer on the holder the
right to subscribe for one new Ordinary Share at the Strike Price by notice to
the Company during the Warrant Exercise Period.
(b) Warrant Exercise Period: The exercise period for a Warrant is the period
from the date of issue of the Warrant up to (and including) 5.00 p.m. on the
second anniversary of Admission (the "Warrant Expiry Date") (unless terminated
earlier in accordance with the terms of the Warrants).
(c) Adjustment to subscription rights: The subscription rights conferred
by the Warrants and/or the exercise price of the Warrants shall be adjusted by
the Board in its sole discretion on the occurrence of certain events in
relation to the Company, including:
(i) a subdivision, consolidation or reclassification of the Ordinary
Shares;
(ii) a reduction of capital or any other reduction in the number of
Ordinary Shares in issue from time to time; or
(iii) an issue of Ordinary Shares by way of dividend or distribution or by
way of capitalisation of profits or reserves,
with the intention, in broad terms, that any such adjustment will leave the
holder(s) of the Warrant(s) in a similar position to the position they were in
immediately before the event giving rise to the adjustment.
(d) Transfer: The Warrants are, subject to certain conditions, freely
transferable by the holders.
(e) Security: The Warrants are not secured.
If all Warrants were exercised within the Warrant Exercise Period, the Company
would raise up to a further approximate £3,375,000 before expenses.
Expected timetable of events
2026
Announcement of the Fundraising and Bookbuild 24 March
Announcement of Placing Results 7.00 a.m. on 25 March
Admission and commencement of dealings in the Fundraise Shares 8.00 a.m. on 1 April
CREST stock accounts expected to be credited for the Fundraise Shares (where 1 April
applicable)
Posting of share certificates for the Fundraise Shares to be held in within 10 working days of Admission
certificated form (where applicable)
Dispatch of Warrant certificates (where applicable) within 14 days of Admission
Long Stop Date 15 April
Notes:
1. The Company reserves the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
2. All references to time in this expected timetable of events are
to London time, unless otherwise stated.
Enquiries:
Cobra Resources plc via Vigo Consulting
Rupert Verco (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
Hannam & Partners (Joint Broker) +44 (0)20 7907 8500
Leif Powis
Andrew Chubb
SI Capital Limited (Joint Broker) +44 (0)1483 413 500
Nick Emerson
Sam Lomanto
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0234
Ben Simons cobra@vigoconsulting.com
Seb Weller
About Cobra
Cobra Resources is a South Australian critical minerals developer, advancing
assets at all stages of the pre-production pathway.
In 2023, Cobra identified the Boland ionic rare earth discovery at its Wudinna
Project in the Gawler Craton - Australia's only rare earth project suitable
for in situ recovery (ISR) mining. ISR is a low-cost, low-disturbance
extraction method that eliminates the need for excavation, positioning Boland
to achieve bottom-quartile recovery costs.
In 2025, Cobra further expanded its portfolio by optioning the Manna Hill
Copper Project in the Nackara Arc, South Australia. The project contains
multiple underexplored prospects with strong potential to deliver large-scale
copper discoveries.
In 2025, Cobra sold its Wudinna Gold Assets to Barton Gold (ASX: BDG) for up
to A$15 million in cash and shares.
Regional map showing Cobra's tenements in South Australia
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Engage with us by asking questions, watching video summaries and seeing what
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This Announcement contains inside information for the purposes of Article 7
of the UK Market Abuse Regulation. The person responsible for arranging
release of this Announcement on behalf of the Company is Rupert Verco, Chief
Executive Officer.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION ORDISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSESONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Japan, the
Republic of South Africa, Hong Kong or any other jurisdiction in which the
same would be unlawful or to any person to whom it is unlawful to make such
offer or solicitation. No public offering of the Placing Shares and Warrants
is being made in any such jurisdiction
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Brokers nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
SI, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Broker exclusively for the Company and no one else in connection
with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on SI by
the Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder, SI accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. SI accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.
Hannam & Partners, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Broker for the Company and no one else in connection
with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Hannam
& Partners by FSMA or the regulatory regime established thereunder, Hannam
& Partners accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Hannam &
Partners accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Placing Shares and Warrants not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares and Warrants. Subject to
certain exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa.
This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.
No prospectus, product disclosure statement or other disclosure document has
been lodged with the Australian Securities and Investments Commission ("ASIC")
in relation to the Placing. This Announcement does not constitute a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act 2001 of the Commonwealth of Australia("Corporations
Act"), and does not purport to include the information required for a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act. Any offer in Australia of the Placing Shares and
Warrants may only be made to persons who are "sophisticated investors" (within
the meaning of section 708(8) of the Corporations Act), "professional
investors" (within the meaning of section 708(11) of the Corporations Act) or
otherwise pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the Placing Shares and Warrants
without disclosure to investors under Chapter 6D of the Corporations Act
("Exempt Investors"). The Placing Shares and Warrants applied for by Exempt
Investors in Australia must not be offered for sale in Australia in the period
of 12 months after the date of allotment under the Placing, except in
circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act.
Any person acquiring Placing Shares and Warrants must observe such Australian
on-sale restrictions.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and Warrants and the Placing Shares and
Warrants have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa. Accordingly, the
Placing Shares and Warrants may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, the Republic of South
Africa, Hong Kong or any other jurisdiction in which such activities would be
unlawful.
No public offering of the Placing Shares and Warrants is being made in the
United States, United Kingdom or elsewhere. Members of the public are not
eligible to take part in the Placing. All offers of the Placing Shares and
Warrants will be made pursuant to an exemption under the EU Prospectus
Regulation, or under Part 1 of Schedule 1 of the POATR, as the case may be,
which does not result in any requirement for the publication of a prospectus
or contravene regulation 12 of POATR. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of FSMA, as amended, does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. This Announcement and the terms and conditions set out herein are
for information purposes only and are directed only at persons who are: (a)
persons in member states ("Member States") of the European Economic Area
("EEA") who are qualified investors as defined in article 2(e) of Prospectus
Regulation (EU) 2017/1129; and (b) in the United Kingdom, qualified investors
as defined in paragraph 15 of Schedule 1 to the POATR who are persons who (i)
have professional experience in matters relating to investments falling within
the definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of the Order; or (iii)
are persons to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein 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 and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Brokers or by any of their affiliates or agents 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 interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement 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.
The Placing Shares and Warrants to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and
(b) the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements" and,
together with the MiFID II Product Governance Requirements, the "Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares and Warrants have been subject to product
approval process, which has determined that such Placing Shares and Warrants
are: (a) 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 or the FCA Handbook Conduct of
Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted distribution
by MiFID II or the FCA Handbook Product Intervention and Product
Governance Sourcebook (as applicable) (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (for the purposes of the Product Governance Requirements) should
note that: the price of the Placing Shares and 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 Brokers 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 COBS; 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 and Warrants. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR TO
SUBSCRIBE FOR WARRANTS
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET
OUT IN IT (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKERS,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE
PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") AND (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND
THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS
EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION
OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS
THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN 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 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF, OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Placing Shares and Warrants in certain jurisdictions may be restricted
by law. No action has been taken by the Company, the Brokers or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares and Warrants or possession or
distribution of the Terms and Conditions or any other offering or publicity
material relating to such Placing Shares and Warrants in any jurisdiction
where action for that purpose is required. Persons into whose possession these
Terms and Conditions come are required by the Company and the Brokers to
inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, the Republic of South
Africa, New Zealand or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares and Warrants is being
made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
All offers of the Placing Shares and Warrants will be made pursuant to an
exemption under the EU Prospectus Regulation or the POATR, as applicable, from
the requirement to produce a prospectus.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares and Warrants have not been, nor
will they be, registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa. Accordingly, the Placing Shares and Warrants may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, Japan, New Zealand, or the Republic of South
Africa or any other jurisdiction in which such offer, sale, resale or delivery
would be unlawful. The Placing Shares and Warrants are being offered and sold
outside the United States to non-US persons (as defined in Regulation S under
the Securities Act ("Regulation S")) in "offshore transactions" within the
meaning of Regulation S.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018, as amended, were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares and Warrants have been subject to a
product approval process, which has determined that the Placing Shares and
Warrants are: (i) compatible with an end target market of investors who meet
the criteria of professional clients and eligible counterparties, each defined
in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible
for distribution through all distribution channels as are permitted by the UK
Product Governance Rules (the "UK Target Market Assessment").
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 implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (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 the Placing Shares and Warrants are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients and (b) eligible counterparties (each as defined in MiFID
II); and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Brokers
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; 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 Ordinary 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.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares and Warrants. Each Placee hereby agrees with the Brokers and the
Company to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares and Warrants will be issued or acquired.
A Placee shall, without limitation, become so bound if any of the Brokers
confirms to such Placee its allocation of Placing Shares and Warrants.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation; or (ii) a contract
note or email correspondence, in either case by representatives of the Brokers
(or any Broker)), each Placee will be deemed to have read and understood these
Terms and Conditions in their entirety, to be participating and acquiring
Placing Shares and Warrants on these Terms and Conditions and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) to the Company and the Brokers
that:
1. it is a Relevant Person and that it will acquire, hold, manage or
dispose of any Placing Shares and Warrants that are allocated to it for the
purposes of its business;
2. if it is in Australia, it is either a (i) "sophisticated investor"
(within the meaning of section 708(8) of the Corporations Act 2001 of the
Commonwealth of Australia (the "Corporations Act")); (ii) a "professional
investor" (within the meaning of section 708(11) of the Corporations Act); or
(iii) are able to satisfy one or more exemptions contained in section 708 of
the Corporations Act so that it is lawful to offer the Placing Shares and
Warrants without disclosure to investors under Chapter 6D of the Corporations
Act;
3. it is acquiring the Placing Shares and Warrants for its own account or
is acquiring the Placing Shares and Warrants for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Appendix;
4. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) and agreed to comply with
the resale and transfer restrictions set out in these Terms and Conditions;
5. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above) is and, at the time the Placing Shares and
Warrants are acquired, will be, outside the United States and is acquiring the
Placing Shares and Warrants in an "offshore transaction" as defined in and in
accordance with Regulation S and is subscribing for the Placing Shares and
Warrants pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, acknowledging that the
Placing Shares and Warrants have not been, and will not be, registered under
the Securities Act or with any state or other jurisdiction of the United
States;
6. if it is a financial intermediary, as that term is used in Article 7(4)
of the POATR, that any 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
circumstances which may give rise to an offer of securities to the public,
other than to Relevant Persons or in circumstances in which the express prior
written consent of the Brokers has been given to each such proposed offer or
resale.
The Company and the Brokers will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and agreements.
Upon being notified of its allocation of Placing Shares and Warrants, a Placee
shall be contractually committed to acquire the number of Placing Shares and
Warrants allocated to it at the Issue Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment.
Details of the Placing Agreement, the Placing Shares and Warrants
The Brokers and the Company have entered into an agreement with the Company
(the "Placing Agreement"), under which the Brokers have, on the terms and
subject to the conditions set out therein, agreed to act as agents for and on
behalf of the Company in connection with the Placing and undertaken to use
their reasonable endeavours to procure Placees for Placing Shares and Warrants
at the Issue Price. The Placing is not being underwritten by the Brokers or
any other person.
The number of Placing Shares and Warrants will be determined following
completion of the Bookbuild as set out in this Announcement. The timing of the
closing of the Bookbuild, the number of Placing Shares and Warrants and
allocations are at the discretion of the Brokers, following consultation with
the Company. Allocations will be confirmed orally or by email by the Brokers
(or any of them) following the close of the Bookbuild. A further announcement
confirming these details will then be made as soon as practicable following
completion of the Bookbuild.
The Placing Shares and Warrants will, when issued, be subject to the articles
of association of the Company ("Articles") and will be credited as fully paid
and rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after the date of
issue of the Fundraise Shares.
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Fundraise Shares to trading on the main market
for listed securities ("Admission"). It is expected that Admission will become
effective and dealings in the Fundraise Shares will commence at 8.00 a.m.
(London time) on 1 April 2026 or such later time and date as the Brokers and
the Company may agree.
For every two Placing Shares subscribed for, the placee shall receive one
Warrant to subscribe for one new Ordinary Share with an exercise price of 6.0
pence per Ordinary Share with an exercise period lapsing on the second
anniversary of Admission.
Bookbuild
The Brokers will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Issue Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares and Warrants.
The Brokers and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
The principal terms of the Placing are as follows:
1. The Brokers are arranging the Placing as agents for, and brokers of,
the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Brokers.
3. The Bookbuild, if successful, will establish the number of Placing
Shares and Warrants to be issued at the Issue Price, which will be determined
by the Brokers, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares and Warrants will be announced via the
Regulatory Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone to their usual contact at the Brokers (or any of them). Each
bid should state the number of Placing Shares and Warrants which the
prospective Placee wishes to subscribe for or purchase at the Issue Price.
Bids may be scaled down by the Brokers on the basis referred to in paragraph 8
below.
5. The timing of the closing of the Bookbuild will be at the discretion of
the Brokers. The Company reserves the right to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares and Warrants will be determined by
the Brokers, following consultation with the Company. Each Placee's allocation
will be confirmed to Placees orally, or by email, by the Brokers (or any of
them) following the close of the Bookbuild and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. Oral or
emailed confirmation from the Brokers (or any of them) will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Brokers and the Company, under which it
agrees to acquire by subscription the number of Placing Shares and Warrants
allocated to it at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with the Brokers' consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares and Warrants to be issued
at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Brokers may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at the Brokers' discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. The Brokers may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares and
Warrants after the time of any initial allocation to any person submitting a
bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the
Brokers' consent, will not be capable of variation or revocation from the time
at which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Broker, to pay the
relevant Broker (or as it may direct), as agent of the Company, in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares and Warrants that such Placee has agreed to subscribe for. Each
Placee's obligations will be owed to the Company and the relevant Broker. The
Company shall, conditional on Admission, allot such Placing Shares and
Warrants to each Placee following each Placee's payment to the relevant Broker
of such amount.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Brokers 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.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all 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".
12. All obligations under the Placing will be subject to fulfilment of the
conditions referred to below "Conditions of the Placing" and to the Placing
not being terminated on the basis referred to below under "Right to terminate
the Placing Agreement".
13. By participating in the Placing, 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.
14. To the fullest extent permissible by law and the applicable rules of the
FCA, neither the Brokers 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 whether or
not a recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Brokers nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of the
Brokers' conduct of the Placing or of such alternative method of effecting the
Placing as the Brokers and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Brokers' obligations under the Placing Agreement in respect of the Placing
Shares and Warrants are conditional on, inter alia:
1. the delivery by the Company to the Brokers of certain documents
required under the Placing Agreement;
2. the Company having validly entered into and complied in all respects,
in the opinion of the Brokers (acting reasonably and in good faith), with all
of its material obligations under the Placing Agreement which fall to be
performed or satisfied prior to the time specified in the Placing Agreement;
3. each of the warranties given by the Company in the Placing Agreement
being (in the opinion of the Brokers) true and accurate and not misleading on
the date of the Placing Agreement and at Admission;
4. the obligations of the Brokers not having been terminated prior to
Admission;
5. the issue and allotment of the Placing Shares and Warrants, conditional
only upon Admission;
6. Admission occurring by no later than 8.00 a.m. (London time) on 1 April
2026.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Brokers by the respective time or date where specified or, if no time and/or
date is specified for its fulfilment, by 8:00 a.m. on the Closing Date (or
such later time(s) and/or date(s) as the Brokers and the Company may agree
(being not later than 8.00 a.m. (London time) on 15 April 2026 (the "Long Stop
Date")); (ii) any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares and Warrants shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.
The Brokers may, at their discretion and upon such terms as they think fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the condition
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Brokers, the Company nor any of their respective affiliates,
agents, directors, officers or employees 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 they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Brokers. Placees will have no rights against the Brokers,
the Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
Right to terminate the Placing Agreement
The Brokers are entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia, if before Admission:
1. the Company has failed to comply with any of its material obligations
under the Placing Agreement or otherwise relating to the Placing, the
Subscription or Admission;
2. any matter or circumstance arises as a result of which any of the
conditions set out in the Placing Agreement will not be satisfied;
3. any Broker is of the opinion (acting reasonably and in good faith) that
any of the warranties in the Placing Agreement are untrue, inaccurate or
misleading by reference to the facts and circumstances then subsisting;
4. any Broker is of the opinion (acting reasonably and in good faith) that
there has been a Material Adverse Change.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the
Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Brokers and that the
Brokers need not make any reference to Placees in this regard and that neither
the Brokers nor any of its affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares and Warrants are being offered to a limited number of
specifically invited persons only and have not been nor will they be offered
in such a way as to require the publication of a prospectus in the United
Kingdom or otherwise.
No offering document, admission document or prospectus has been or will be
submitted to be approved by the FCA or the London Stock Exchange in relation
to the Placing or the Placing Shares and Warrants, and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement and the Publicly Available Information. Each Placee, by accepting
a participation in the Placing, agrees that the content of this Announcement
is exclusively the responsibility of the Company and confirms that it has not
relied on any other information (other than the Publicly Available
Information), representation, warranty, or statement made by or on behalf of
the Company or the Brokers or any other person and neither the Brokers, the
Company 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 and, if
given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Brokers, the Company or
their respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Brokers are making
any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares and Warrants by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax, financial, business or
other advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares and Warrants. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Placing Shares and
Warrants in the Placing will be sent a trade confirmation or contract note in
accordance with the standing arrangements in place with the Brokers, stating
the number of Placing Shares and Warrants allocated to it at the Issue Price,
the aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by their respective
Broker in accordance with the standing CREST settlement instructions which
they have in place with their respective Broker.
Settlement of transactions in the Placing Shares and Warrants (ISIN:
GB00BGJW5255) following Admission will take place within CREST provided that,
subject to certain exceptions, the Brokers reserve the right to require
settlement for, and delivery of, the Placing Shares and Warrants (or a portion
thereof) to Placees by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) rate as determined by the Brokers.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Brokers 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 any Broker's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the
Brokers on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares and Warrants on such Placee's behalf. By
communicating a bid for Placing Shares and Warrants, each Placee confers on
the Brokers such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Brokers lawfully take
in pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares and Warrants shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares and Warrants are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of confirmation is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares 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
should, subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither
the Brokers nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares or Warrants. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Brokers for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for or purchase of Placing
Shares and Warrants is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not
be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Brokers of any right or discretion under the
Placing Agreement shall be within the absolute discretion of the Brokers and
the Brokers need not have any reference to it and shall have no liability to
it whatsoever in connection with any decision to exercise or not to exercise
any such right and each Placee agrees that it has no rights against the
Brokers or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement
between it, the Brokers and the Company in relation to its participation in
the Placing and supersedes any previous agreement between any of such parties
in relation to such participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares and Warrants other than as contained
in this Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and Warrants. Each Placee agrees that neither the Company,
the Brokers nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;
5. that in the case of any Placing Shares and Warrants acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 7(4) of the POATR, (i) the Placing Shares
and Warrants acquired by it in the Placing have not been acquired on behalf
of, nor have they been acquired with a view to their offer or resale to, (a)
persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or (b) persons in the UK in
accordance with the POATR, respectively, other than Qualified Investors or in
circumstances in which the express prior written consent of the Brokers has
been given to the offer or resale; or (ii) where Placing Shares and Warrants
have been acquired by it on behalf of persons in any member state of the EEA,
or the UK respectively, other than Qualified Investors, the offer of those
Placing Shares and Warrants to it is not treated under the EU Prospectus
Regulation or the POATR (as the case may be) as having been made to such
persons;
6. that neither it nor, as the case may be, its clients expect the Brokers
to have any duties or responsibilities to such persons similar or comparable
to the duties of "best execution" and "suitability" imposed by the FCA's
Conduct of Business Source Book, and that the Brokers are not acting for it or
its clients, and that the Brokers will not be responsible for providing the
protections afforded to customers of the Brokers or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and
Warrants and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
that it shall not be entitled to rely upon any material regarding the Placing
Shares and Warrants or the Company (if any) that the Brokers or the Company or
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, other than the
information in this Announcement and the Publicly Available Information; nor
has it requested any of the Brokers, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S and is subscribing for and/or purchasing the
Placing Shares and Warrants only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing
Placing Shares and Warrants as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general solicitation" or
"general advertising" as such terms are defined in Regulation D under the
Securities Act;
9. that the Placing Shares and Warrants have not been and will not be
registered under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States and accordingly the Placing Shares and
Warrants may not be offered, sold, pledged, resold, transferred, delivered or
distributed into or within the United States except in compliance with the
registration requirements of the Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares and
Warrants is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and Warrants and it has
made its own assessment of the Company, the Placing Shares and Warrants and
the terms of the Placing based on this Announcement and the Publicly Available
Information only;
11. that neither the Brokers nor the Company nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares and Warrants or the accuracy,
completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Brokers, it is not and was not
acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares and Warrants was given and it
is not acquiring Placing Shares and Warrants with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly, of any
Placing Shares and Warrants into the United States or to any US Person and it
will not reoffer, resell, pledge or otherwise transfer the Placing Shares and
Warrants except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or jurisdiction of
the United States;
13. that it is not a national or resident of Canada, New Zealand, the
Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada, New Zealand, the Republic of South
Africa or Japan and that it will not (unless an exemption under the relevant
securities laws is applicable) offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the Placing Shares and Warrants in Australia,
Canada, New Zealand, the Republic of South Africa or Japan or to or for the
benefit of any person resident in Australia, Canada, New Zealand, the Republic
of South Africa or Japan and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Securities Commission of New Zealand, the Japanese
Ministry of Finance or the South African Reserve Bank and that the Placing
Shares and Warrants are not being offered for sale and may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, New Zealand, the Republic of South Africa, Japan or any
other jurisdiction in which such offer, sale, resale or delivery would be
unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and Warrants and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares and Warrants
to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase 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 governmental and other
consents which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will or may
result in the Company or the Brokers or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Placing Shares and
Warrants and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares and Warrants for one or more
managed accounts, it is authorised in writing by each managed account: (a) to
acquire the Placing Shares and Warrants for each managed account; (b) to make
on its behalf the representations, warranties, acknowledgements, undertakings
and agreements in this Appendix and the Announcement of which it forms part;
and (c), if applicable, to receive on its behalf any investment letter
relating to the Placing in the form provided to it by the Brokers (or any of
them);
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares and Warrants that are allocated to it for the
purposes of its business;
20. that, unless otherwise agreed by the Brokers, it is a Relevant Person;
21. that, unless otherwise agreed by the Brokers, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares and
Warrants for investment only and not with a view to resale or distribution;
22. 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 FSMA) relating to
the Placing Shares and Warrants in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an authorised person;
23. that any money held in an account with the Brokers (or any of them or
their respective nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from the relevant Broker's
(or its nominee's) money in accordance with such client money rules and will
be used by such Broker in the course of its own business and each Placee will
rank only as a general creditor of the relevant Broker;
24. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Articles (which incorporate the requirements of Chapter 5
of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares and Warrants which it is subscribing for and/or
purchasing under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Brokers as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares and Warrants;
28. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither the Brokers nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and
Warrants and is aware that it may be required to bear, and it, and any
accounts for which it may be acting, are able to bear, the economic risk of,
and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Brokers and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and the Brokers 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 Brokers and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Brokers for
itself and on behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or the Brokers to provide any legal,
financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Brokers shall notify it of such
amendments;
34. that (i) it has complied with its obligations under the Criminal Justice
Act 1993 and MAR, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering and Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, 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 and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Brokers such evidence, if any, as to the identity or location
or legal status of any person which the Brokers may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Brokers on the basis that any failure by it to do so
may result in the number of Placing Shares and Warrants that are to be
subscribed for and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Brokers may decide in
their absolute discretion;
35. that it will not make any offer to the public within the meaning of the
EU Prospectus Regulation or the POATR (as the case may be) of those Placing
Shares and Warrants to be subscribed for and/or purchased by it;
36. 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 or grant a participation
therein to such person or any third person with respect of any Placing Shares
and Warrants; save that if it is a private client stockbrokers or fund manager
it confirms that in purchasing the Placing Shares and Warrants it is acting
under the terms of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares and Warrants for the account of
any third party;
37. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions 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 contract, 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 Company or the Brokers in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents 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 Brokers
(or any of them);
39. that the Brokers owe no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Brokers or 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;
41. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares and Warrants; and
42. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, 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, prior to such
information being made publicly available.
The Company, the Brokers and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Brokers for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Brokers.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares and Warrants in question. Such agreement assumes that the
Placing Shares and Warrants are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the Placing Shares
and Warrants into a clearance service. If there are any such arrangements, or
the settlement relates to any other subsequent dealing in the Placing Shares
and Warrants, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company or the Brokers will be responsible, and the 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Brokers in the event that any
of the Company and/or the Brokers have incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee should seek
its own advice and notify the Brokers accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares and Warrants or the
agreement by them to subscribe for or purchase any Placing Shares and
Warrants.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Brokers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Brokers, or by any of their respective affiliates or agents 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 interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX II
DEFINITIONS
In this Announcement, the words and expressions listed below have the meanings
set out opposite them, except where the context otherwise requires:
"Admission" admission of the Fundraise Shares to trading on the London Stock
Exchange's main market for listed securities;
"Announcement" this announcement (including its Appendices);
"Articles" the articles of association of the Company as at the date of this document;
"Board" the board of Directors;
"Bookbuild" the bookbuilding process to be commenced by the Brokers to procure Placees for
the Placing Shares and Warrants, as described in this Announcement;
"Brokers" Hannam & Partners and SI, acting as joint bookrunners in connection with
the Placing;
"COBS" the FCA Handbook Conduct of Business Sourcebook;
"Companies Act" UK Companies Act 2006;
"Company" or "Cobra" Cobra Resources plc;
"Concert Party" the entities and trusts associated with or otherwise connected with David
Clarke, Mutual Trust and Craig Peter Ball and Suzanne Katherine Ball, being
the original vendors to Cobra of the Wudinna Gold and Rare Earth Project in
2019, who the Company has agreed with the Takeover Panel are presumed to be
acting in concert for the purposes of the Takeover Code;
"CREST" the relevant system as defined in the CREST Regulations in respect of which
Euroclear is the operator (as defined in the CREST Regulations) in accordance
with which securities may be held in uncertificated form;
"CREST Regulations" Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it
forms part of domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018);
"Directors" the statutory directors of the Company;
"EEA" the European Economic Area;
"EU Prospectus Regulation" Regulation (EU) 2017/1129;
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
& Wales with company number 02878738, being the operator of CREST;
"FCA" the UK Financial Conduct Authority;
"FSMA" UK Financial Services and Markets Act 2000;
"Fundraise" the Placing and the Subscription;
"Fundraise Shares" the Placing Shares and the Subscription Shares;
"Hannam & Partners" H&P Advisory Limited;
"Issue Price" 4.0 pence per Fundraise Share;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 15 April 2026 or such later date as the Company and the Brokers may agree;
"Manna Hill Option" the option agreement dated 26 August 2025 pursuant to which Cobra has a
12-month option to acquire 100% of the share capital of Hamelin Gully Pty Ltd
(the holder of the Manna Hill Project licences);
"MiFID II" EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" the product governance requirements of (a) MiFID II; (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures;
"Order" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended;
"Ordinary Shares" ordinary shares of nominal value £0.01 each in the capital of the Company;
"Placee" any person (including individuals, funds or otherwise) by whom or on whose
behalf a commitment to subscribe for Placing Shares and Warrants has been
given;
"Placing" the non-pre-emptive placing of Placing Shares and Warrants to institutional
investors at the Issue Price;
"Placing Agreement" the placing agreement between the Company and the Brokers in respect of the
Placing;
"Placing Results" the results of the Placing to be announced as soon as practicable after the
close of the Bookbuild;
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing at the Issue
Price;
"POATR" the Public Offers and Admissions to Trading Regulations 2024
"Product Governance Requirements" the MiFID II Product Governance Requirements and the UK Product Governance
Requirements;
"Publicly Available Information" information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement, including
a description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account, and similar statements for
preceding financial years, as published in accordance with the UK Market Abuse
Regulation and the rules and practices of the London Stock Exchange and/or the
FCA;
"Regulation S" Regulation S under the Securities Act;
"Regulatory Information Service" a primary information provider approved by the FCA and on the FCA's list of
Registered Information Services;
"Relevant Persons" persons who are qualified investors within the meaning of paragraph 15 of
Schedule 1 of the POATR who are: (i) persons who fall within the definition of
"investment professionals" in Article 19(5) of the Order; (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom
this Announcement may otherwise be lawfully communicated;
"Securities Act" the US Securities Act of 1933, as amended;
"Shareholder" a registered holder of Ordinary Shares;
"SI" SI Capital Limited;
"Strike Price" the strike price of 6.0 pence per Ordinary Share in respect of the Warrants;
"Subscription" the subscription by certain Australian major shareholders, directors and other
subscribers for Subscription Shares at the Issue Price;
"Subscription Shares" the new Ordinary Shares to be issued pursuant to the Subscription at the Issue
Price;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Panel" the UK Panel on Takeovers and Mergers;
"Target Market Assessment" the assessment that the Placing Shares and Warrants are: (a) 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 or the COBS (as applicable); and (b) eligible for distribution through all
distribution channels as are permitted by MiFID II or the FCA Handbook Product
Intervention and Product Governance Sourcebook (as applicable);
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"UK Product Governance Requirements" the product governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook;
"UK Market Abuse Regulation" or "UK MAR" assimilated Regulation (EU) No 596/2014, including the delegated acts,
implementing acts, technical standards and guidelines thereunder, as it forms
part of the law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018;
"VWAP" volume weighted average price;
"Warrant Exercise Period" the period from the date of issue of the Warrants up to (and including) the
Warrant Expiry Date;
"Warrant Expiry Date" "Warrants" 5.00 p.m. on the second anniversary of Admission;
the warrants to be issued to participants in the Fundraise, on the basis of
one Warrant for every two Fundraise Shares subscribed for, each Warrant
conferring the right to subscribe for one new Ordinary Share at the Strike
Price during the Warrant Exercise Period;
"Warrant Instrument" the warrant instrument constituting the Warrants to be executed by the Company
prior to Admission, in accordance with the terms and conditions of the
Warrants as set out in this Announcement;
All references to legislation or regulation in this Announcement are to the
legislation of England & Wales unless the contrary is indicated. Any
reference to any provision of any legislation or regulation in this document
shall include any amendment, modification, supplement, re-enactment, or
extension thereof. All times referred to in this document are, unless
otherwise stated, references to London, UK. Unless otherwise indicated in this
Announcement, all references to "£", "GBP", "pounds", "pound sterling",
"sterling", "p", "penny" or "pence" are to the lawful currency of the United
Kingdom from time to time.
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