REG - Corre Energy B.V. - Proposed Placing and Subscription
22/02/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230222:nRSV6339Qa&default-theme=true
RNS Number : 6339Q Corre Energy B.V. 22 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA,
COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE RESTRICTED,
UNLAWFUL OR UNAUTHORISED, IN EACH CASE EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM APPLICABLE SECURITIES LAWS. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
This announcement is released by Corre Energy B.V. and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 ("EU MAR") and is disclosed in accordance with the company's
obligations under Article 17 of EU MAR.
22 February 2023
Corre Energy B.V.
("Corre Energy" or the "Company")
Proposed Placing and Subscription
Corre Energy, a leader in the origination, development, construction and
commercialisation of Long Duration Energy Storage ("LDES") projects and
services that will accelerate decarbonisation and enhance the security and
flexibility of energy systems, announces that it is proposing to raise up
to €7 million by way of a placing of new shares (the "Placing Shares") in
the capital of the Company (the "Placing") and subscription (the
"Subscription" together with the Placing, the "Fundraising") by certain other
investors for new shares (the "Subscription Shares") in the capital of the
Company.
The Placing will be conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this announcement
at a price (in Euro) to be determined following completion of the bookbuild
process (the "Placing Price").
The Placing is being conducted, subject to the satisfaction of certain
conditions described in the Appendix to this announcement, through the
Bookbuild which will be made available to new and existing eligible investors.
J&E Davy ("Davy"), Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Longspur Capital Limited ("Longspur") are acting as joint
bookrunners in respect of the Placing (the "Bookrunners").
Background to the Fundraising and use of proceeds
The global commitment to the transition to renewable power generation and the
intensification of efforts to improve energy security, following recent
systemic shocks, has presented a prime opportunity for a sector-leading LDES
solution provider such as Corre Energy.
The support for an acceleration in the energy transition has been formalised
in EU and US government policy through REPowerEU and the US Inflation
Reduction Act, respectively.
One of the primary aims of these legislative changes is to bolster the energy
security of the EU and the US and accelerate the construction of renewable
energy generation and the necessary supporting infrastructure, such as energy
storage. LDES is essential to integrating the different components of the
energy system, enabling decarbonisation and the full deployment of a growing
supply of renewable energy sources.
Corre Energy identified this imperative well before the relatively recent
energy crisis and has built a strong portfolio of projects, along with
strategic partners, to take advantage of the critical role of LDES in the
transition to renewables. Corre Energy continues to focus on delivering
existing project milestones while capitalising on further opportunities where
they arise.
In addition, Fondo Italiano per L'Efficienza Energetica ("FIEE") has amended
its Equity Linked Funding Agreement with the Company to allow it to invest up
to €4 million in the Company in a single tranche should the Company raise at
least €5 million in net proceeds through the Fundraising as equity in the
public market and upon ZW1 achieving commercial close(1).
Net proceeds from the Placing, the Subscription and FIEE are expected to be
used to continue the development of the Company's Zuidwending, Netherlands
(ZW1) and Green Hydrogen Hub, Denmark (GHH1) developments, both of which are
expected to achieve commercial close in 2023, in response to increasingly
supportive Government policies. The net proceeds will also be used to give the
Company the option to pursue exclusivity on other promising European and North
American projects in its pipeline, and for general corporate purposes.
1. Commercial close milestones: (a) executed binding commercial terms with
the selected off-taker; (b) a grid connection agreement; (c) a development
agreement with the licensed salt owner; (d) a secured lease or acquisition
agreement for the main project site to allow the development and construction
of the relevant project with, in the case of a lease, a term of at least 30
years; and (e) permitting insurance is confirmed as being available to the
relevant project.
Current trading and prospects
While Corre Energy continues to develop and refine its longer-term pipeline,
sourcing and progressing opportunities which stretch out well over a decade,
the Company is focussed on achieving the tangible milestones it has set out
with its near-term projects, particularly ZW1 and the GHH1.
In December 2022, Corre Energy signed binding commercial terms for a 15-year
offtake agreement, with extension rights, with Eneco, for the entire storage
capacity of the ZW1 CAES project in the Netherlands(2). This underpins the
project economics for Corre Energy and helps to enable the strategic vision of
the Company. Eneco will provide market access services, enabling Corre
Energy to benefit from revenue linked to the high flexibility value of the
asset, while also guaranteeing a base level of income. ZW1 is progressing
well, with commercial close expected during the first half of 2023 subject to,
inter alia, completion of the commercial documentation relating to the
offtake, grid and development agreements, land ownership and permitting
insurance.
The Company is dedicating significant resource and effort to GHH1, and the
consortium is rapidly progressing the structure of the arrangement, putting in
place the essential elements to move to commercial close in the second half of
2023. Achieving commercial close will enhance the value of the project and
provide the Company with equity sell-down options at project level, further
improving the financial position of Corre Energy.
In addition, advisers have been appointed to complete the European development
capital investment process for ZW1 and GHH1 in the second half of 2023.
The Company formally launched its North American subsidiary in January 2023.
Given the regulatory backdrop created by the US Inflation Reduction Act, which
is very supportive of the development of LDES solutions, Corre Energy is
currently considering specific opportunities in North America and assessing
additional sources of capital in this region to enable developments to
advance.
Reflecting the sharper focus on nearer-term projects, at the end of 2022 Corre
Energy streamlined its operations and cost base, significantly lowering
operating costs for 2023 without impacting the speed of strategic and
operational progress on the Company's key projects. The Company had cash of
€3.5 million as at 31 December 2022.
The Company has multiple potential revenue streams, including equity
sell-downs and developer fees during the development phase of projects, and
recurring revenues via offtake contracts once projects become operational. The
Company has the ability to control costs and is targeting development capital
investments and equity sell-downs in 2023 and 2024 for its near-term projects
ZW1 and GHH1. Subsequent financial closes from 2024 will improve the
marketability of these projects and enable the progress towards project
operations from 2026.
In 2023, the Company anticipates the following funding sources and uses:
Sources of Capital €'m Uses of Capital €'m
Existing cash (as at 31 December 2022) 3.5 ZW1 Devex 6 - 7
Placing and Subscription net proceeds Up to 7.0 GHH Devex 2 - 3
FIEE investment Up to 4.0 G&A 5 - 8
Development Funding 25.0 New project evolution(3) 22 - 25
Total Sources of Capital 39.5 Total Uses of Capital 35 - 43
2. On 16 December 2022, the company agreed binding commercial terms with
Eneco, in the form of a Memorandum of Understanding and Agreement (as
announced on 19 December 2022) for the total offtake of the project for 15
years, attached to which is the materially agreed form of offtake agreement,
which is expected to be finalised in Q2 2023 once the technical requirements
of the project are settled.
3. Planned uses of capital for 2023/24, timing dependant on development
funding levels which may include a strategic investment in the Company itself
or at project level
Key Investment Highlights
Positive legislative background
The transition to renewable energy is a core element of decarbonising
societies. This, combined with more recent concerns around energy security,
has resulted in a rapidly improving legislative backdrop for the adoption of
renewable energy across Europe. The EU's REPowerEU strategy recognises that
the development of energy storage is in the overriding public interest, due to
the potential negative impact of large-scale renewables build on the
supply/demand balance and the stability and reliability of the power grid. In
addition to REPowerEU, the EU recently announced the Green Deal Industrial
Plan in order to secure European leadership in clean energy technologies and
improve Europe's existing industrial base. This has been accompanied by
legislative support in the US through the US Inflation Reduction Act and
similar measures in Canada, which seek to accelerate the rapid development of
renewable energy and associated storage.
Sector-leading technology solution
Within energy storage, there is a growing recognition for the role of LDES in
the energy transition. Green hydrogen-fuelled CAES is seen as one of the most
effective and proven technologies to deliver a cost-leading LDES solution at
scale. Corre Energy is developing CAES projects in a number of countries
across Europe, with the capacity to deliver a market-leading 84 hours (3.5
days) of fully decarbonised LDES. The attractiveness of this solution has been
further validated by the binding commercial terms signed in respect of a
15-year off-take agreement with the leading Dutch utility, Eneco, announced in
December 2022. These terms and the resulting offtake agreement will underpin
the economics of the ZW1 project.
Unique project pipeline
Corre Energy has a unique opportunity to develop eight projects across Europe
all of which are designated under the EU's Ten-Year National Development Plan
(TYNDP). The Company's initial cornerstone projects, ZW1 in the Netherlands
and GHH1 in Denmark, have been designated as Projects of Common Interest (PCI)
by the EU, aiding the permitting and construction process. Grid connection and
cavern agreements have been secured for ZW1, and the completion of the offtake
agreement with Eneco in respect of ZW1 will provide a blueprint for future
pipeline projects. For GHH1, the partnerships with Eurowind AS and Gas Storage
Denmark provide further evidence of timely progress in the execution of
these key projects. The Company continues to expand its interests and is in
negotiations regarding additional development projects in Germany and North
America. The strength of the North America opportunity supported the
establishment of a North American development company, led by recent hire,
Chet Lyons. The expansion of Corre Energy's portfolio, combined with proven
market demand, evidenced by the progress of the ZW1 offtake agreement process,
means its unique LDES solution is expected to deliver long-term value for all
stakeholders.
Strong management and extensive partner network
Corre Energy has a highly experienced management team with a range of skills
incorporating renewable power generation, gas storage, project management and
delivery as well as significant financial and legal expertise. This has been
bolstered by recent hires at management, commercial and technical levels.
This, combined with its network of industry partners, will help to de-risk
project development and ensure the successful and timely delivery of the
promising project pipeline.
Details of the Placing and Subscription
The Bookrunners will today commence the Bookbuild to determine demand for
participation in the Placing by placees ("Placees"). No commissions will be
paid to Placees or by Placees in respect of any of the Placing Shares. The
book will open with immediate effect from the issue of this
Announcement. Except as disclosed in this Announcement under "Details of the
Placing", members of the public are not entitled to participate in the
Placing.
The Bookrunners have entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the
Bookrunners have agreed to use their reasonable endeavours to procure Placees
for the Placing Shares at the Placing Price.
The Company has entered into subscription agreements pursuant to which and
subject to the conditions set out therein, including the completion of the
Placing, certain investors have agreed to subscribe for the Subscription
Shares at the Placing Price.
The final number of Placing Shares and Subscription Shares will be decided at
the close of the Bookbuild. All investors who participate in the Placing will
be required to make bids for Placing Shares at the Placing Price. The timing
of the closing of the book and allocations are at the discretion of the
Company and the Bookrunners. Details of the total number of Placing Shares
will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares and Subscription Shares, when issued, will be fully paid
and will rank pari passu in all respects with the existing shares of the
Company, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue. The Company currently has
67,899,344 shares in issue.
Applications for admission to trading
The Company will apply to Euronext Dublin for the Placing Shares and
Subscription Shares to be admitted to trading on Euronext Growth
("Admission"). It is expected that settlement of the Placing Shares and
Subscription Shares will occur, Admission will become effective and that
dealings will commence in the Placing Shares at 8.00 a.m. GMT on 27 February
2023. The Placing is conditional, among other things, upon Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms. The Appendix sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions in it, and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.
This Announcement contains inside information for the purposes of EU MAR.
Market soundings, as defined in EU MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information
relating to the Company and its securities, as permitted by EU MAR. That
inside information is set out in this Announcement. Therefore, those persons
who received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.
The person responsible for arranging release of this Announcement on behalf of
Corre Energy is Neil Johnson.
To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Davy, Berenberg or Longspur.
For further information on the Announcement, please contact:
Corre Energy B.V. Tel: +31 50 799 5060
Keith McGrane, CEO IR@corre.energy
Patrick McClughan, CSO
Iain Balchin, CFO
Davy (Placing Agent/Bookrunner, Broker & Euronext Growth Listing Sponsor) Tel: +353 1 614 8922
Barry Dixon, Head of Decarbonization Corporate Finance
Niall Gilchrist
Barry Murphy
Aoife Foley
Berenberg (Placing Agent/Bookrunner) Tel: +44 (0) 20 3207 7800
Matthew Armitt
Ciaran Walsh
Milo Bonser
Yasmina Benchekroun
Longspur Capital (Placing Agent/Bookrunner) Tel: +44 (0) 20 3940 6608
Nick Stamp, Head of Corporate Finance
Adam Robertson, Head of Distribution
Akhil Shah
Murray PR (Financial PR and IR) Tel: +353 1 498 0300
Pat Walsh, Managing Director
Important notice
This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in, into or from the United States, Australia, Canada, Japan,
South Africa or any other state or jurisdiction in which the same would be
restricted, unlawful or unauthorised, in each case except pursuant to an
available exemption from applicable securities laws (each, a "Restricted
Territory").
This Announcement is for information purposes only and does not constitute an
offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the capital of
the Company in any Restricted Territory or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. No public offer of the shares referred to in this Announcement
is being made in Ireland, the United Kingdom, any Restricted Territory or
elsewhere.
This Announcement has been issued by and is the sole responsibility of the
Company. Neither J&E Davy ("Davy"), Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg") and Longspur Capital Limited ("Longspur")
(together, the "Bookrunners") (acting severally and not jointly or jointly and
severally), nor any of their affiliates accept any responsibility whatsoever
for the contents of the information contained in this Announcement or for any
other statement made or purported to be made by or on behalf of any of the
Bookrunners or any of their affiliates in connection with the Company, the
Placing Shares or the Placing. Each of the Bookrunners and their affiliates
accordingly disclaim all and any liability, whether arising in tort, contract
or otherwise in respect of any statements or other information contained in
this Announcement and no representation or warranty, express or implied, is
made by any of the Bookrunners or any of their affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Members of the public are not eligible to take part in the Placing. All offers
of the Placing Shares will be made pursuant to an exemption under Regulation
(EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a
prospectus for offers of the Placing Shares. This Announcement and the terms
and conditions set out herein are directed only at and may only be
communicated to persons: (a) if in an EEA member state, who are qualified
investors within the meaning of Article 2(e) of the Prospectus Regulation
("Qualified Investors"); (b) in the United Kingdom who (i) have professional
experience in matters relating to investments who fall 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 "FPO") or
fall within the definition of "high net worth companies, unincorporated
associations etc" in Article 49(2)(a) to (d) of the FPO and (iii) are
"qualified investors" as defined in Article 2(e) of the Prospectus Regulation
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"); and (c)
otherwise to whom it may otherwise lawfully be communicated, (all such persons
together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out in the Appendix to this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This Announcement does not itself constitute an
offer for sale or subscription of any securities in the Company.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained in
the Appendix to this Announcement and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in the
Appendix to this Announcement.
Davy, which is regulated in Ireland by the Central Bank of Ireland is acting
as a Bookrunner for the Company and no-one else in connection with the Placing
and is not, and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
In connection with the Placing, Davy and any of its affiliates, acting as
investors for their own accounts, may purchase Placing Shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Placing Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Berenberg, which is regulated by the Federal Financial Supervisory Authority
in Germany and in the United Kingdom is deemed authorised and subject to
limited regulation by the Financial Conduct Authority, is acting only for the
Company in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections offered to the clients of
Berenberg, nor for providing advice in relation to the Placing or any matters
referred to in this announcement.
Longspur is regulated in the United Kingdom by the Financial Conduct Authority
and is acting solely for the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice to
any other person in relation to the Placing and/or any other matter referred
to in this announcement.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or the Bookrunners that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and the Bookrunners to inform themselves
about, and to observe, such restrictions. The information in this Announcement
may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is
unauthorised. Failure to comply with this directive may result in a violation
of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to subscribe for
Placing Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by the
Bookrunners.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar meaning,
reflect the directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These risks
include, but are not limited to, risks related to the business of the Corre
Energy Group (including storage site access, risks in relation to agreements
to which the Company is party and construction related risks), risks relating
to the industry in which it operates (including its output markets,
technological change and general economic conditions) and risks relating to
laws and regulations (including the EU subsidy and regulatory framework).
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The basis for any statements in this Announcement
regarding Corre Energy's competitive position is based on the Company's own
assessment and knowledge of the market in which the Company operates. All
references to the Company as global leader, best in class, unrivalled and
other similar expressions are in the Company's view. The information contained
in this Announcement speaks only as of the date of this Announcement and is
subject to change without notice and the Company does not assume any
responsibility or obligation to, and does not intend to, update or revise
publicly or review any of the information contained herein, whether as a
result of new information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, Euronext Dublin, the
Central Bank of Ireland or by applicable law or regulation. No statement in
this Announcement is or is intended to be a profit forecast or profit estimate
or to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Company.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of shares
acquired. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
The Placing Shares will not be admitted to trading on any stock exchange other
than Euronext Growth, a market operated by Euronext Dublin.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or
this Announcement should seek appropriate advice before taking any action.
Access reports, shareholder documents and circulars for Corre Energy B.V. and
other information are available on the Corre Energy website at
https://corre.energy/investor/reports-and-documents/
(https://corre.energy/investor/reports-and-documents/) . 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) 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 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 MiFID II and the
UK Product Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, as defined in MiFID II and Regulation (EU) NO
2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients, as defined in MiFID II and
Regulation (EU) NO 600/2014 as it forms part of domestic law by virtue of the
EUWA, or (c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing 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. 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 Bookrunners will only procure investors who meet
the criteria of professional clients and eligible counterparties or who are
Relevant Persons as defined below. 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 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.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN AN EEA MEMBER STATE, WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL 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 "FPO") OR
FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (III) ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA"); AND (C) OTHERWISE TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED, (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended ("Securities Act"), and may not be offered
or sold, directly or indirectly, in or into the United States absent
registration under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a limited
number of "qualified institutional buyers" ("QIBs") within the meaning of Rule
144A under the Securities Act ("Rule 144A") and (ii) outside the United States
in offshore transactions within the meaning of, and in reliance on, Regulation
S under the Securities Act ("Regulation S").
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in the Terms and Conditions below.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, any Restricted Territory (as defined below) or in any
jurisdiction where such offer or solicitation is unlawful. No public offering
of securities will be made in connection with the Placing in Ireland, the
United Kingdom, the United States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in Australia,
Canada, Japan, South Africa or in any jurisdiction in which such publication
or distribution is unlawful (each a "Restricted Territory"). The distribution
of this Announcement and the Placing and/or the offer or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or any of the Bookrunners or any of their respective
affiliates or agents which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and the
Bookrunners to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the Prospectus Regulation as it forms part of
the domestic law of the UK by virtue of the EUWA (the "UK Prospectus
Regulation") from the requirement to produce a prospectus. This Announcement
is being distributed and communicated to persons in the UK only in
circumstances to which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
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 any of the Bookrunners or 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 party or its advisers, and any liability therefore
is expressly disclaimed.
Each of the Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
Neither the Company nor any of the Bookrunners makes any representation to any
Placees regarding an investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in Appendix, including being deemed to be providing (and
shall only be permitted to participate in the Placing on the basis that they
have provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be either (i) outside the United States; or (ii) a "qualified institutional
buyer" (a "QIB") as defined in Rule 144A under the Securities Act; if
acquiring the Shares for the account of one or more other persons, it has full
power and authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; and
(c) if it is a financial intermediary, as that term is used in
the Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this Appendix and
that any Placing Shares acquired by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale in a member
state of the EEA or the UK to Qualified Investors, or in circumstances in
which the prior consent of Bookrunner has been given to each such proposed
offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Davy, Berenberg and Longspur will today commence a bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with immediate
effect following this Announcement. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Bookrunners have entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the
Bookrunners will agree to use their reasonable endeavours to procure placees
for the Placing Shares at the Placing Price and as set out in the Placing
Agreement.
The Placing Agreement contains customary undertakings and warranties given by
the Company to the Bookrunners including as to the accuracy of information
contained in this Announcement, to matters relating to the Company and its
business and a customary indemnity given by the Company to the Bookrunners in
respect of liabilities arising out of or in connection with the Placing and/or
Admission.
No element of the Placing is being underwritten.
The final number of Placing Shares and Placing Price will be decided at the
close of the Bookbuild. All investors who participate in the Placing will be
required to make bids for Placing Shares in Euro. The timing of the closing of
the book and allocations are at the discretion of the Company and the
Bookrunners. Details of the number of Placing Shares and Placing Price will be
announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the shares after the date
of issue. The Placing Shares will be issued free of any pre-emption rights,
encumbrances, liens or other security interests.
Application for admission to trading
The Company will apply to Euronext Dublin for the Placing Shares to be
admitted to trading on Euronext Growth ("Admission"). It is expected that
Admission will become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 27 February 2023 (or such later date as may be agreed
between the Company and the Bookrunners). The Placing is conditional upon,
amongst other things, Admission becoming effective.
The Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners (whether individually or through any of their
affiliates) are arranging the Placing severally, and not jointly or jointly
and severally, as placing agents of the Company. Participation will only be
available to persons who may lawfully be, and are, invited to participate by
the Bookrunners. The Bookrunners and their affiliates are entitled to enter
bids as principal in the Bookbuild.
2. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Davy, Berenberg or
Longspur. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price. Bids may be
scaled down by the Bookrunners on the basis referred to in paragraph 5 below.
3. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 22 February 2023, but may be closed earlier or later, at the
discretion of the Bookrunners. The Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.
4. Each Placee's allocation will be confirmed to Placees orally by
one of the Bookrunners following the close of the Bookbuild. The relevant
Bookrunner's oral or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of the Bookrunners and the Company, under
which such Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's corporate documents.
5. Subject to paragraph 2 above, the Bookrunners will, in
effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down any bids for
this purpose on such basis as it may determine. The Bookrunners may also,
notwithstanding paragraph 2 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial allocation
to any person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute discretion of the
Bookrunners.
6. A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bookrunner's consent
will not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bookrunner, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares that such Placee has agreed to acquire. Each
Placee's obligations will be owed to the relevant Bookrunner and the Company.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares 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".
9. All obligations under the Bookbuild and Placing will be subject
to fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".
10. By participating in the Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by the
relevant Bookrunner.
11. To the fullest extent permissible by law, neither the Bookrunners
(acting severally and not jointly or jointly and severally), the Company or
any of their respective affiliates shall have any responsibility or liability
to Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Bookrunners, the Company, nor any of
their respective affiliates shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of the Bookrunners' conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Bookrunners and the Company and their respective
affiliates may agree. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees and the
Bookrunners shall have no liability to the Placees for any failure by the
Company to fulfil those obligations.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing.
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 Bookrunners'
obligations under the Placing Agreement are conditional on certain conditions,
including:
(a) Each of the warranties contained in the Placing Agreement on the
part of the Company and each executive director being true and accurate and
not misleading as at any time when they are given on or prior to the Closing
Date (the "Closing Date") being 27 February 2023, the expected date of
completion of the Placing, or such later date as the Company and the
Bookrunners may agree in writing, being no later than 3 March 2023) by
reference to the facts and circumstances subsisting at that time;
(b) The issue by or on behalf of the Company of this Announcement by
no later than 5 p.m. on 22 February 2023 or such later time and date as may be
agreed between the Company and the Bookrunners;
(c) The Company and each of the Executive Directors having complied
with their respective obligations under the Placing Agreement;
(d) In the opinion of the Bookrunners acting in good faith there not
having been a material adverse change, or any development reasonably likely to
result in a material adverse change in or affecting the condition (financial,
operational, legal or otherwise) or in the trading position, earnings,
management, business, solvency or prospects of the Company and/or the Group
(taken as a whole) (a "Material Adverse Change") between the date of this
announcement and the Closing Date;
(e) The Placing Shares shall have been accepted for book-entry
transfers by LuxCSD;
(f) Admission and dealings in the Company's Shares not having been
terminated or suspended;
(g) Admission of the Placing Shares occurring by no later than the
Closing Date; and
(h) the Placing Agreement not having been terminated in accordance
with its terms prior to the Closing Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bookrunners by the relevant time or date specified (or such later time or date
as the Company and Bookrunners may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
The Bookrunners may, at their discretion waive 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. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
The Bookrunners shall have no 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 Bookrunners.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
Any of the Bookrunner is entitled, at any time before the Closing Date, to
terminate the Placing Agreement as regards its own participation in the
Placing, and a majority of the Bookrunners may terminate the Placing
Agreement, after consultation with the Company, including hearing the
Company's views, in accordance with its terms in certain circumstances,
including, if: (i) there has been a breach by the Company or the executive
directors of any of the respective undertakings contained in the Placing
Agreement; (ii) any of the warranties in the Placing Agreement were not true
or accurate or were misleading, which breach in the good faith opinion of any
of the Bookrunners, is material in the context of the Placing or the
Admission; (iii) an event has occurred or matter has arisen which would have
rendered any of the warranties untrue, inaccurate or misleading in any respect
which breach in the good faith opinion of any of the Bookrunners, is material
in the context of the Placing or the Admission; (iv) in the opinion of any
of the Bookrunners (acting in good faith), there has been a Material Adverse
Change; (v) there shall have occurred or in the good faith opinion of any of
the Bookrunners it is likely there will occur any material adverse change in
the financial markets of Ireland, the UK, the US or a member of the EU, in
international financial markets, suspension of trading in the Company's shares
or of trading generally on Euronext Dublin or a material disruption in
settlement or clearance services in the US, the UK, Ireland or otherwise in
Europe, an actual or prospective material adverse change in Irish or Dutch
taxation affecting the Group or a banking moratorium being declared by the UK,
the US, Ireland or any member of the EU, which either singly or in conjunction
with any of the other termination events set out in the Placing Agreement
makes it in the good faith opinion of any of the Bookrunners impracticable or
inadvisable to proceed with the Placing. If any notice of termination is given
by a Bookrunner to the Company to terminate the Placing Agreement and the
other Bookrunners do not elect to allow the Placing to proceed, then Davy
shall, on behalf of the Company, withdraw any application for admission of the
Placing Shares to trading on Euronext Growth.
By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunners, where
practicable following consultation with the Company, and that neither the
Company nor any Bookrunner need make any reference to, or consultation with,
Placees and that neither they nor any of their respective affiliates, agents,
directors, unlimited partners (persӧnlich haftende Gesellschafter), officers
or employees shall have any liability to Placees whatsoever in connection with
any such exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Central Bank of Ireland or the UK
Financial Conduct Authority (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis of publicly
available information taken together with the information contained in this
Announcement, and any exchange information previously published by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the contract note,
electronic trade confirmation or other (oral or written) confirmation to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on behalf of
the Company (other than publicly available information) or any of the
Bookrunners or their respective Affiliates or any other person and none of the
Bookrunners or the Company, or any of their respective Affiliates or any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). 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. Nothing in this
paragraph shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Lock-up
The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and 180 calendar days after completion of the Placing, it
will not, without the prior written consent of the Bookrunners (such consent
not to be unreasonably withheld or delayed) enter into certain transactions
involving or relating to the shares, subject to certain carve-outs agreed
between the Bookrunners and the Company (including in relation to further
development funding, as disclosed).
By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the
Bookrunners and that they need not make any reference to, or consultation
with, Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: NL0015000DY3)
following Admission will take place within securities settlement accounts of
Euroclear Bank NV/SA ("Euroclear Bank") operated by Davy as settlement agent
(the "Settlement Agent") for the Company (the "Euroclear Settlement
Accounts"), using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Settlement Agent and the
Company reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in Euroclear Settlement Accounts
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note, electronic trade
confirmation or other (oral or written) confirmation (the form of such
communication being at the sole discretion of the relevant Bookrunner) stating
the number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Bookrunner and settlement
instructions. Placees should settle against Euroclear ID: EC 66909 for Davy
and Euroclear ID: 94262 for Berenberg. It is expected that such contract note
will be dispatched on 23 February 2023 and that this will also be the trade
date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing
LuxCSD, Euroclear Bank or certificated settlement instructions that it has in
place with the relevant Bookrunner.
Banque International à Luxembourg S.A., as principal agent of LuxCSD, will
deliver the Placing Shares to the Euroclear Settlement Accounts and the
Settlement Agent will enter their delivery instructions into the Euroclear
Settlement Accounts. The Settlement Agent will hold any Placing Shares
delivered to its respective Euroclear Settlement Accounts as nominee for the
Placees. The input to Euroclear Bank by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares to that
Placee against payment.
It is expected that settlement in respect of the Placing Shares will be on 27
February 2023, on a T+2 basis. Settlement will be on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
Bookrunners may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any stamp duty, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. If there are any
circumstances in which any stamp duty or registration tax or similar
imposition (together with interest and penalties) is payable in respect of the
issue of the Placing Shares, neither the Bookrunners (acting severally and not
jointly or jointly and severally) nor the Company shall be responsible for the
payment thereof. Placees will not be entitled to receive any fee or commission
in connection with the Placing.
Representations, 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
Company and the Bookrunners, namely that, each Placee (and any person acting
on such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its subscription of Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in this Announcement);
2. undertakes not to redistribute or duplicate this Announcement;
3. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and represents and
warrants that it has not received and will not receive a prospectus, admission
document or other offering document in connection therewith;
4. acknowledges that the Company's ordinary shares are admitted to
trading on Euronext Growth and the Company is therefore required to publish
certain business and financial information in accordance with the Market Abuse
Regulation (EU Regulation No. 596/2014) ("EU MAR") and the Euronext Growth
Markets Rule Book;
5. acknowledges that none of the Bookrunners, the Company, any of
their respective affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested any
of the Bookrunners, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such information and
has read and understood the Exchange Information;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the
Bookrunners, their affiliates or any person acting on its or their behalf has
or shall have any liability for any information, representation or statement
contained in this Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or representations,
warranties or statements made by the Bookrunners, the Company or any of their
respective directors, partners (persönlich haftende Gesellschafter), officers
or employees or any person acting on behalf of any of them, or, if received,
it has not relied upon any such information, representations, warranties or
statements (including any management presentation that may have been received
by any prospective Placee or any material prepared by the research department
of any of the Bookrunners (the views of such research departments not
representing and being independent from those of the Company and the corporate
finance departments of the Bookrunners and not being attributable to the
same)), and none of the Bookrunners, nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a prospectus or
admission document. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and it will
not rely on any investigation that any of the Bookrunners, its or their
respective affiliates or any other person acting on its or their behalf has or
may have conducted;
7. represents and warrants that it has neither received nor relied
on any confidential price sensitive information concerning the Company in
accepting this invitation to participate in the Placing;
8. acknowledges that none of the Bookrunners has any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" set out in MiFID II and that none of the
Bookrunners is acting for it or its clients and that none of the Bookrunners
will be responsible for providing protections to it or its clients;
9. acknowledges that none of the Bookrunners, any of their
respective affiliates or any person acting on behalf of it or them has or
shall have any liability for the Exchange Information, any publicly available
or filed information or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
10. that, save in the event of fraud on the part of a Bookrunner,
neither such Bookrunner, its ultimate holding company, nor any direct or
indirect subsidiary undertakings of that holding company, nor any of their
respective directors, partners (persönlich haftende Gesellschafter) and
employees shall be liable to Placees for any matter arising out of the
Bookrunners' role in connection with the Placing and that where any such
liability nevertheless arises as a matter of law such Placee(s) will
immediately waive any claim against any of such persons which the relevant
Placee(s) may have in respect thereof;
11. represents and warrants that it is either: (i) located outside the
United States and is subscribing for Placing Shares in an "offshore
transaction" within the meaning of and in reliance upon Regulation S; or (ii)
it (and any accounts it represents) is a QIB and has duly executed a US
Investor Letter in a form provided to it and delivered the same to the Company
and the Bookrunners;
12. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
13. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Restricted Territory and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions and represents and warrants that, unless specifically agreed in
writing with the Bookrunners, neither it nor the beneficial owner of such
Placing Shares will be a resident of a Restricted Territory;
14. represents and warrants that: (i) it has complied (in each case,
to the extent applicable) with its obligations under the UK Criminal Justice
Act 1993, FSMA and EU MAR (in the case of the UK, EU MAR as it forms part of
domestic UK law by virtue of the EUWA); (ii) in connection with money
laundering and terrorist financing, it has complied (in each case, to the
extent applicable) with its obligations under the UK Proceeds of Crime Act
2002 (as amended), the UK Terrorism Act 2000 (as amended), the UK Terrorism
Act 2006 and the UK Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended), the Irish
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 and all
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof; and
(iii) it is not a person: (a) with whom transactions are prohibited under the
US 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; (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 the United Kingdom 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 Bookrunners such evidence, if
any, as to the identity or location or legal status of any person which the
Bookrunners 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 Bookrunners on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as the Bookrunners may decide in its sole
discretion;
15. if a financial intermediary, as that term is used in the
Prospectus Regulation and UK Prospectus Regulation, represents and warrants
that the Placing Shares purchased by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in a Member State of the EEA or United
Kingdom other than Relevant Persons, or in circumstances in which the prior
consent of the Bookrunners has been given to the offer or resale;
16. represents and warrants that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA or United Kingdom
prior to the expiry of six months from Admission except to persons whose
ordinary activities involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA or United
Kingdom within the meaning of the Prospectus Regulation or UK Prospectus
Regulation;
17. represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and it acknowledges and agrees that this Announcement
has not been approved by any Bookrunner in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
18. represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;
19. if in a Member State of the EEA, unless otherwise specifically
agreed with the Bookrunners in writing, represents and warrants that it is a
"qualified investor" within the meaning of the Prospectus Regulation;
20. if in the United Kingdom, represents and warrants that it is a
person (i) who has professional experience in matters relating to investments
falling within Article 19(5) of the Order; (ii) falling within Article
49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order; or (iii) to whom this Announcement may otherwise be
lawfully communicated, and undertakes that it will acquire, hold, manage and
(if applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
21. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and has fully observed such laws and regulations and
that it has all necessary capacity and has obtained all necessary consents and
authorities and taken any other necessary actions to enable it to commit to
this participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
22. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Bookrunners;
23. undertakes that it (and any person acting on its behalf) will make
payment to the Bookrunners for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out herein and
in the electronic trade confirmation of contract note stating the number of
Placing Shares allocated to it and containing settlement instructions, failing
which the relevant Placing Shares may be placed with other subscribers or
sold, in each free from any liens, charges or encumbrances as the Bookrunners
and/or the Company may in their respective discretions determine and without
liability to such Placee, including in respect of any amount received in
respect of, and/or in relation to obtaining any minimum price for, the sale of
such Placing Shares and it will remain liable and will indemnify the
Bookrunners and/or the Company, as appropriate, on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty or stamp
duty reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and conditions) which
may arise upon the placing or sale of such Placee's Placing Shares on its
behalf. The rights described in this paragraph are without prejudice to any
other rights the Bookrunners and/or the Company may have in respect of any
failure by the Placee to make full payment in accordance with the terms hereof
for any Placing Shares
24. acknowledges that none of the Bookrunners, any of their
affiliates, or any person acting on behalf of it or any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of the Bookrunners and that the
Bookrunners has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
25. undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be either: (i) itself; or (ii) its nominee,
as the case may be. Neither the Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and the Bookrunners in respect of the
same on the basis that the Placing Shares will be credited to the Euroclear
Settlement Account of the relevant Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its standing
settlement instructions;
26. acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and all agreements
to acquire Placing Shares pursuant to the Bookbuild and any non-contractual or
other obligations arising out of or in connection with such agreement shall be
governed by and construed in accordance with the laws of Ireland 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 Irish courts as regards any
claim, dispute or matter (including non-contractual matters) arising out of
any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
27. acknowledges that time shall be of the essence in respect of its
obligations under this Appendix;
28. agrees that the Company, the Bookrunners, and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to the Bookrunners on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this Announcement or a
copy thereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby;
29. agrees to indemnify on an after-tax basis and hold the Company,
the Bookrunners and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix or
incurred by the Bookrunners, the Company or each of their respective
representatives arising from the performance of the Placee's obligations as
set out in this Announcement, and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
30. acknowledges that no action has been or will be taken by any of
the Company, the Bookrunners, or any person acting on behalf of the Company or
the Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
31. acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector 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. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
32. acknowledges that its commitment to subscribe for Placing Shares
on the terms set out herein and in the trade confirmation or contract note
will continue notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's conduct
of the Placing;
33. acknowledges that the Bookrunners, or any of their affiliates
acting as an investor for their own account, may take up shares in the Company
and in that capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection with the
Placing;
34. acknowledges that any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the Bookrunners;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement including this Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given by the Placee to each of the Bookrunners and the
Company and are irrevocable and shall not be capable of termination in any
circumstances.
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 or Ireland by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe for any
Placing Shares.
The rights and remedies of the Bookrunners and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
none of the Bookrunners owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that either or both of the Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is located in the UK
and is dealing with a Bookrunner, any money held in an account with a
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from any of the
Bookrunners' money in accordance with the client money rules and will be used
by the relevant Bookrunner in the course of its own business and the Placee
will rank only as a general creditor of the Bookrunner.
References to time in this Announcement are to Irish standard time, unless
otherwise stated.
All times and dates in this Announcement may be subject to amendment. The
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
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 independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than other than Euronext Growth, a
market operated by Euronext Dublin.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ISETBMJTMTMTTTJRecent news on Corre Energy BV
See all newsREG - Corre Energy B.V. - Appointment of Financial Adviser
AnnouncementREG - Corre Energy B.V. - Investment Update
AnnouncementREG - Corre Energy B.V. - Director Resignation
AnnouncementRCS - Corre Energy B.V. - Non-Regulatory: Corre Energy as part of TYNDP
AnnouncementREG - Corre Energy B.V. - Germany Underground Cavern Construction Progress
Announcement