REG - Deltic Energy PLC - Proposed Placing, Subscription and Open Offer
12/09/2022 16:45
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RNS Number : 1615Z Deltic Energy PLC 12 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, RUSSIA OR THE
REPUBLIC OF SOUTH AFRICA.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). In addition,
market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR. This inside information is set out in this
announcement. Upon the publication of this announcement, such information
will no longer constitute inside information.
12 September 2022
Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural Resources
Deltic Energy Plc ("Deltic" or the "Company")
Proposed Placing, Subscription and Open Offer to raise a minimum of £15
million
Deltic Energy Plc, the AIM-quoted natural resources investing company with a
high impact exploration and appraisal portfolio focused on the Southern and
Central North Sea, announces its intention to conduct an equity fundraise (the
"Fundraising") consisting of a placing and subscription targeting minimum
gross proceeds of £15 million, and an open offer for up to an additional £2
million, both at a price of 3.5 pence per share.
Stifel Nicolaus Europe Limited ("Stifel") and Canaccord Genuity Limited
("Canaccord") are acting as joint bookrunners (the "Joint Bookrunners") to the
Company in connection with the Fundraising.
The placing is being conducted through an accelerated bookbuilding process
(the "Bookbuild") which will be launched immediately following this
announcement and will be made available to eligible institutional investors on
the terms and conditions set out in the Appendix to this announcement. The
Bookbuild is expected to close no later than 8.00 a.m. on 13 September 2022.
However, the Joint Bookrunners and the Company reserve the right to close the
Bookbuild earlier or later, without further notice.
Capitalised terms not otherwise defined in the text of this announcement have
the meaning given to them in the section headed "Definitions" below.
Background to the Fundraising
· Deltic has a high impact, low risk, infrastructure led
exploration and appraisal portfolio in the Southern and Central North Sea,
with a significant weighting towards natural gas, and a proven ability to
attract world class partners such as Shell and Capricorn.
· The Company has an active forward operational schedule and a
funded pathway to drilling activity with two firm wells operated by Shell U.K.
Limited ("Shell") that will commence drilling from October 2022, and a
portfolio of licences that offer a conveyor belt of drilling and farm-out
opportunities.
· The Shell-operated Pensacola well (Deltic WI: 30%) in the
Southern North Sea is fully-funded and due to spud in October 2022 using the
Maersk Resilient rig. The Company estimates that Pensacola has a gross P50
prospective resource of 309 BCF with a geological change of success ("GCoS")
of 55% and an unrisked post tax project net present value ("NPV") of $553
million gross ($166 million net to Deltic), calculated based on a gas price of
80 pence per therm.
· The Selene well (Deltic WI: 50%) in the Southern North Sea,
operated by Shell, is expected to spud within the next 12-18 months following
a firm investment decision in July 2022. The Company estimates that Selene has
a gross P50 prospective resource of 318 BCF, with a GCoS of 70% and an
unrisked post tax project NPV of $624 million gross ($312 million net to
Deltic), also calculated using a gas price of 80 pence per therm.
· The joint venture between Deltic and Capricorn is making good
progress across the five jointly-owned Southern North Sea licences, including
taking delivery of new 3D seismic data across licence P2428, and is looking to
mature well prospects with a view to making its first well investment decision
in 2023.
· Deltic's technical team has successfully completed the initial
phase of geological work on its Syros prospect (Deltic WI: 100%) in the
Central North Sea, and a farm-out process has now commenced.
· Preparatory work in anticipation of the UK's 33rd Offshore
Licensing Round (due to be launched in Q4 2022) has commenced, with Deltic
looking to build on its successful track record and further strengthen and
diversify its portfolio through applications on both a 100% basis and in
collaboration with selected partners, with technical evaluation work well
advanced.
· Deltic is seeking to raise minimum gross proceeds of
£15million in order to fund its share of the Selene well, including
contingency mandated by the Company's regulator, the NSTA, fund further
investment in Deltic's existing licence portfolio, enable further investment
in the UK's upcoming 33(rd) Offshore Licensing Round, and fund transaction
costs, working capital and general corporate costs through to mid-2024.
Overview of the Fundraising
· The Fundraising includes a proposed placing of new Ordinary
Shares (the "Placing Shares") with new and existing institutional investors
(the "Placing") and a proposed subscription for new Ordinary Shares (the
"Subscription Shares") by certain directors and senior management of the
Company (the "Subscription") to raise gross proceeds of approximately £15
million, at a price of 3.5 pence per new Ordinary Share (the "Placing Price").
· The Placing is being conducted through the Bookbuild, which
will be launched immediately following this announcement and will be made
available to eligible institutional investors on the terms and conditions set
out in the Appendix to this announcement. The Bookbuild is expected to close
no later than 8.00 a.m. on 13 September 2022. However, the Joint Bookrunners
and the Company reserve the right to close the Bookbuild earlier or later,
without further notice.
· The Company is further seeking to raise up to £2million
through an open offer (the "Open Offer"), subject to successful completion of
the Placing and Subscription, pursuant to which Ordinary Shares will be
offered to existing shareholders at the Placing Price.
· Confirmation of the Open Offer details will be announced
alongside the completion of the Placing and Subscription.
· The Company's largest shareholders, IPGL Limited and related
individuals ("IPGL") and Inthallo Limited ("Inthallo"), have indicated that
they intend to participate in the Fundraising, with IPGL and related
individuals indicating that it intends to invest up to £5 million and
Inthallo indicating that it intends to participate for up to £1.5 million.
· The final number of Placing Shares that will be allocated to
IPGL, its related individuals, and Inthallo is at the absolute discretion of
the Joint Bookrunners and the Company and will be confirmed following the
close of the Bookbuild.
· Certain directors and members of the Company's senior
management team have also indicated their intention to participate in the
Fundraising by subscribing directly with the Company for new Ordinary Shares
at the Placing Price.
· The Fundraising will be subject to approval at a General
Meeting, expected on 30 September 2022. Following the close of the Bookbuild,
the Company expects to send, on or about 14 September 2022, a shareholder
circular to convene the General Meeting and containing details of the Open
Offer, together with an Open Offer application form (where applicable).
Graham Swindells, Chief Executive of Deltic Energy, commented:
"This is a very exciting time for Deltic as we will shortly be drilling of our
Pensacola Gas Prospect and continue to progress, and add to, our conveyor belt
of opportunities, not least our Selene Gas Prospect, which we look forward to
commencing drilling within the next 12-18 months. Given the tragic events in
Ukraine, the importance of having a secure supply of domestic gas from the
UKCS has never been more evident, and Deltic is focused on becoming a key
contributor to delivering that gas."
For further information please contact the following:
Deltic Energy Plc Tel: +44 (0) 20 7887 2630
Graham Swindells / Andrew Nunn / Sarah McLeod
Allenby Capital Limited (Nominated Adviser & Joint Broker) Tel: +44 (0) 20 3328 5656
David Hart / Alex Brearley (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner and Joint Broker) Tel: +44 (0) 20 7710 7600
Callum Stewart / Simon Mensley / Ashton Clanfield
Canaccord Genuity Limited (Joint Bookrunner) Tel: +44 (0) 20 7523 8000
Adam James / Gordon Hamilton / Sam Lucas
Vigo Consulting (PR Adviser) Tel: +44 (0) 20 7390 0230
Patrick d'Ancona / Finlay Thomson / Kendall Hill
Sources and Uses of Proceeds
The Company intends to use the proceeds of the Fundraising as set out in the
table below. Any incremental net proceeds will be used to accelerate
investment in existing licences and upcoming licence applications.
Source of Funds £ million
Cash as at 30 June 2022 7.6
Gross proceeds from Placing and Subscription 15.0
Total Sources of Funds 22.6
Use £ million
Pensacola drilling operations 5.7*
Selene well operations including site survey and long leads 9.3
NSTA mandated contingency on Selene 1.8
Investment in 33rd round applications 1.4
Transaction costs, working capital & general corporate to mid-2024 4.4
Total Uses of Proceeds to mid-2024 22.6
* £1.6 million costs to 30 June 2022 including site survey, long leads,
engineering and operators' expenses
Bookbuild
The Placing will be conducted by the Joint Bookrunners on behalf of the
Company in accordance with the terms and conditions set out in the Appendix to
this announcement (the "Terms and Conditions"). The Bookbuild will open with
immediate effect following this announcement. The number of Placing Shares
will be determined by the Joint Bookrunners and the Company, and will be
confirmed orally or by email following the close of the Bookbuild. The Placing
Shares, when issued, will be fully paid and will rank pari passu in all
respects with the existing Ordinary Shares.
It is expected that the Bookbuild will close before 8.00 a.m. on 13 September
2022. However, the timing of the closing of the Bookbuild and allocations are
at the absolute discretion of the Joint Bookrunners and the Company. Details
of the results of the Placing and Subscription will be announced as soon as
practicable after the close of the Bookbuild. The Placing is not being
underwritten.
This announcement should be read in its entirety. Investors' attention is
drawn to the detailed Terms and Conditions of the Placing. By choosing to
participate in the Placing and by making an oral and legally binding offer to
acquire Placing Shares, investors will be deemed to have read and understood
this announcement in its entirety (including the appendix) and to be making
such offer on the terms and subject to the conditions of the Placing contained
here, and to be providing the representations, warranties and acknowledgements
contained in the Terms and Conditions.
Participation by Directors and Existing Substantial Shareholders and Related
Party Transactions
The Company's largest shareholders, IPGL and related individuals and Inthallo,
have indicated their intention to participate in the Fundraising. The final
number of Ordinary Shares that are allocated to both shareholders is at the
absolute discretion of the Joint Bookrunners and the Company and will be
confirmed following the closure of the Bookbuild.
To the extent that IPGL, its related individuals, and Inthallo participate in
the Fundraising, by virtue of their respective holdings of more than ten per
cent of the existing Ordinary Shares, their participation in the Fundraising
will be considered a related party transaction under Rule 13 of the AIM Rules
for Companies ("AIM Rules") and the details will be announced separately in
due course.
Certain of the Directors and members of the Company's senior management team
have indicated their intention to participate in the Fundraising for up to
approximately £80,000 in aggregate. The participation of such Directors in
the Fundraising will also be considered a related party transaction under Rule
13 of the AIM Rules.
Open Offer
The Company is further proposing to raise up to approximately £2 million by
the issue of Open Offer Shares at the Placing Price, payable in full on
acceptance. Any entitlements to Open Offer Shares not subscribed for by
Qualifying Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility. The balance of any Open Offer Shares not
subscribed for under the Excess Application Facility will not be available to
the Placees under the Placing.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which Qualifying Shareholders do not apply
for will not be sold in the market for the benefit of Qualifying Shareholders
who do not apply for Open Offer Shares. The Open Offer application form is not
a document of title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
pro rata to their holdings of Ordinary Shares on the Record Date on the basis
of:
1 Open Offer Share for every 24 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for excess Open Offer Shares up to the maximum number of
Open Offer Shares available less their Open Offer Entitlement, subject to
availability.
Applicants can apply for less or more than their entitlements under the Open
Offer, but the Company cannot guarantee that any application for excess Open
Offer Shares under the Excess Application Facility will be satisfied, as this
will depend, in part, on the extent to which other Qualifying Shareholders
apply for less than or more than their own Open Offer Entitlements. The Open
Offer is conditional on admission of the Open Offer Shares to trading on AIM
becoming effective and the Placing and Subscription having become
unconditional.
General Meeting
In accordance with the Company's articles of association, shareholder approval
is required for the Directors to issue the Placing Shares, Subscription Shares
and Open Offer Shares. A general meeting is expected to be held at the offices
of K&L Gates LLP, One New Change, London EC4M 9AF for the purpose of
passing certain resolutions ("Resolutions"), including to authorise the
proposed Fundraising (the "General Meeting"). It is currently anticipated that
the General Meeting will be held on or around 30 September 2022. A circular
(the "Circular"), containing a notice convening the General Meeting, is
expected to be dispatched to shareholders of the Company ("Shareholders") on
or about 14 September 2022, outlining terms of the Fundraising, the
Resolutions and recommending all Shareholders to vote in favour of all the
Resolutions. Thereafter, the Circular will be available on the Company's
website at https://www.delticenergy.com (https://www.delticenergy.com/g) .
The Fundraising is conditional, inter alia, on the Resolutions being passed by
the Shareholders at the General Meeting (or an adjournment thereof) and the
Placing Agreement otherwise becoming unconditional in all respects (save for
Admission) and not having been terminated in accordance with the terms prior
to Admission.
Application will be made to London Stock Exchange plc ("London Stock
Exchange") for the Placing Shares, Subscription Shares and Open Offer Shares
to be admitted to trading on the AIM market of the London Stock Exchange
("AIM"). It is currently expected that Admission will become effective, and
that dealings in the Placing Shares, Subscription Shares and Open Offer Shares
will commence on AIM, at 8.00 a.m. on 3 October 2022.
Expected Timetable of Principal Events
The times and dates set out below are subject to change, and may be adjusted
by the Company in consultation with the Joint Bookrunners. The timetable below
also assumes that the relevant Resolutions are passed at the General Meeting
without adjournment. In the event of any significant changes from the below
expected timetable, details of the new times and dates will be notified to
Shareholders by an announcement on a Regulatory Information Service.
2022
Record Date for entitlement under the Open Offer 5.00p.m. on 9 September
Announcement of the Placing, Subscription and Open Offer 12 September
Ex-Entitlement Date 8.00 a.m. on 13 September
Posting of the circular, the Form of Proxy and, to Qualifying non-CREST 14 September
shareholders only, the Application Forms
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 15 September
stock accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of Open Offer 4.30 p.m. on 23 September
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer 3.00 p.m. on 26 September
Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 27 September
market claims)
Latest time and date for receipt of Forms of Proxy from Shareholders 11.00 a.m. on 28 September
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 29 September
full from Qualifying Shareholders under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Expected time and date of announcement of results of the Open Offer 7.00 a.m. on 30 September
General Meeting 11.00 a.m. on 30 September
Expected time of announcement of results of the General Meeting Afternoon of 30 September
Admission effective and dealings in the New Ordinary Shares expected to 8.00 a.m. on 3 October
commence on AIM
Expected date for crediting of the New Ordinary Shares in uncertificated form 8.00 a.m. on 3 October
to CREST stock accounts
Expected date of dispatch of share certificates in respect of the New Ordinary by 17 October
Shares
IMPORTANT INFORMATION
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 Stifel or Canaccord 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.
NOTICE TO OVERSEAS PERSONS
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
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.
The distribution or transmission of this announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company 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 to inform
themselves about, and to observe, such restrictions.
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
The Placing Shares will not be offered or sold in Hong Kong, by means of any
document, other than (a) to "professional investors" as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance; or (b) in other circumstances which do not constitute an
offer to the public within the meaning of that Ordinance.
No advertisement, invitation or document relating to the Placing Shares or the
Placing has been or will be issued, or has been or will be in the possession
of any person for the purpose of the issue, in Hong Kong or elsewhere that is
directed at, or the contents of which are likely to be accessed or read by,
the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong). No person allotted Placing Shares may sell, or offer to
sell, such securities in circumstances that amount to an offer to the public
in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong
regulatory authority. You are advised to exercise caution in relation to the
Placing Shares and the Placing. If you are in doubt about any contents of this
document, you should obtain independent professional advice.
GENERAL
Stifel, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Bookrunner to the Company in connection with the Placing.
Stifel will not be responsible to any person other than the Company for
providing the protections afforded to clients of Stifel or for providing
advice to any other person in connection with the Placing. Stifel has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Stifel for the accuracy of any information
or opinions contained in this announcement or for the omission of any material
information.
Canaccord, which is authorised and regulated by the FCA in the United Kingdom,
is acting as Joint Bookrunner to the Company in connection with the Placing.
Canaccord will not be responsible to any person other than the Company for
providing the protections afforded to clients of Canaccord or for providing
advice to any other person in connection with the Placing. Canaccord has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Canaccord for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information.
Allenby Capital Limited ("Allenby"), which is authorised and regulated by the
FCA in the United Kingdom, is acting as Nominated Adviser to the Company in
connection with the Placing. Allenby will not be responsible to any person
other than the Company for providing the protections afforded to clients of
Allenby or for providing advice to any other person in connection with the
Placing. Allenby has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Allenby for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.
DEFINITIONS
Admission The admission of the New Shares to trading on AIM
BCF Billion Cubic Feet
CREST The relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International in
accordance with the Uncertificated Securities Regulations 2001, as amended
Excess Application Facility The arrangement pursuant to which Qualifying Shareholders may apply for Open
Offer Shares in excess of their Open Offer Entitlements
Form of Proxy The form of proxy to be dispatched to shareholders for use at the General
Meeting
New Shares The new Ordinary Shares to be issued pursuant to the Placing, the Subscription
and the Open Offer
NSTA North Sea Transition Authority
Open Offer The conditional invitation proposed to be made by the Company to Qualifying
Shareholders to subscribe for the Open Offer Shares
Open Offer Shares The 58,581,868 new Ordinary Shares for which Qualifying Shareholders are being
invited to apply under the terms of the Open Offer
Open Offer Entitlement An entitlement for each Qualifying Shareholder to apply to subscribe for Open
Offer Shares in addition to its Open Offer Entitlement pursuant to the Excess
Application Facility which is conditional on it taking up its Open Offer
Entitlement in full and which may be subject to scaling back in accordance
with the provisions of the Circular
Ordinary Shares Ordinary shares of 0.5 pence each in the capital of the Company
Overseas Shareholder a holder of existing Ordinary Shares who is resident, or who is a citizen of,
or who has a registered address in a jurisdiction outside the United Kingdom
Placees The institutional investors participating in the proposed Placing
Placing Agreement The placing and open offer agreement dated 12 September 2022 between the
Company, Stifel and Canaccord
Prospective Resources Estimated volumes associated with undiscovered accumulations. These represent
quantities of petroleum which are estimated, as of a given date, to be
potentially recoverable from oil and gas deposits identified on the basis of
indirect evidence but which have not yet been drilled
P50 Resource Reflects a volume estimate that, assuming the accumulation is developed, there
is a 50 per cent. probability that the quantities actually recovered will
equal or exceed the estimate. This is therefore a median or best case estimate
of resource
Regulatory Information Service
Qualifying Shareholders Holders of existing Ordinary Shares on the register of members of the Company
at the Record Date (but excluding any Overseas Shareholders who are resident
in, or who are citizens of, or who have a registered address in a Restricted
Jurisdiction) ((as further described in the Circular))
Record Date 5.00 p.m. BST on 9 September 2022
Restricted Jurisdiction each and any of the United States of America, Australia, Canada, Japan, New
Zealand, Russia and the Republic of South Africa and any other jurisdiction
where the extension or availability of the Open Offer would breach any
applicable law or regulations
UKCS UK Continental Shelf
United States or US United States of America
WI Working interest; a percentage of ownership in an oil and gas licence
Qualified Person
Andrew Nunn, a Chartered Geologist and Chief Operating Officer of Deltic, is a
"Qualified Person" in accordance with the Guidance Note for Mining, Oil and
Gas Companies, June 2009 as updated 21 July 2019, of the London Stock
Exchange. Andrew has reviewed and approved the information contained within
this announcement.
APPENDIX - TERMS AND CONDITIONS OF THE BOOKBUILD
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY
DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO 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 ORDER") OR FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2) (A) TO (D) OF THE ORDER; AND (C) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY STIFEL NICOLAUS EUROPE LIMITED ("STIFEL")
AND/OR CANACCORD GENUITY LIMITED ("CANACCORD"), (EACH A "JOINT BOOKRUNNER",
TOGETHER THE "JOINT BOOKRUNNERS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS
AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITIES MAY NOT BE OFFERED OR SOLD IN, INTO OR WITHIN THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC
OFFERING OF THE SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS
DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in the
section above headed "Definitions".
If a person indicates to a Joint Bookrunner that it wishes to participate in
the Placing by making an oral or written offer to acquire Placing Shares (each
such person, a "Placee") it will be deemed to have read and understood these
terms and conditions and the announcement of which they form a part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed to be made
by Placees. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are allocated to it
for the purposes of its business only. Further, each such Placee represents,
warrants and agrees that: (a) if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation, that the Placing
Shares acquired by and/or subscribed for 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 to Qualified Investors in the UK or in a member state of the EEA which
has implemented the EU Prospectus Regulation, or in circumstances in which the
prior consent of the relevant Joint Bookrunner has been given to each such
proposed offer or resale; and (b) if it is and, at the time the Placing Shares
are acquired, will be outside the United States, and acquiring the Placing
Shares in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the US Securities Act of 1933, as amended (the "Securities
Act"). These terms and conditions do not constitute an offer to sell or issue
or the invitation or solicitation of an offer to buy or acquire Placing
Shares. Potential investors in the United States will need to be Qualified
Institutional Buyers.
Subject to certain exceptions, these terms and conditions and the information
contained herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in the United
States, Australia, Canada, Japan, the Republic of South Africa or any
other jurisdiction in which such release, publication or distribution would be
unlawful ("Excluded Territory").
The distribution of these terms and conditions and the offer and/or placing of
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Joint Bookrunners or the Company that would
permit an offer of the Placing Shares or possession or distribution of these
terms and conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required, save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the Company to
inform themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners or the Company and none of the Joint
Bookrunners, the Company, nor any person acting on such person's behalf nor
any of their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation to participate in the Placing
based on any other information, representation, warranty or statement. 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 the
liability of any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of the Joint Bookrunners or any of
their affiliates, their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by the Joint Bookrunners
or any of their respective directors, officers, employees or affiliates or any
other person for any loss howsoever arising, directly or indirectly, from any
use of this Announcement or such information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and/or the UK Prospectus Regulation from the
requirement to produce a prospectus.
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings per share
for any future period will necessarily match or exceed historical published
profits or earnings per share of the Company.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of 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, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK 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 UK 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 UK Target Market
Assessment, Stifel and Canaccord are only procuring investors in the United
Kingdom which meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; 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.
EU Product Governance Requirements
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 "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU 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, (b)
investors who meet the criteria of professional clients and (c) 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 EU 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. In all
circumstances the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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
Proposed Placing of Ordinary Shares
The Joint Bookrunners have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the conditions set out
in such Placing Agreement, the Joint Bookrunners as agents for and on behalf
of the Company, have agreed to use their reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions and
this Announcement have been prepared and issued by the Company, and is the
sole responsibility of the Company.
The Placing Shares will, when issued and fully paid, be identical to, and rank
pari passu with, the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on the existing
Ordinary Shares after their admission to trading on AIM.
Application will be made to the London Stock Exchange for the Placing
Shares to be issued under the Placing to be admitted to trading on AIM.
Subject to the conditions below being satisfied, it is expected that Admission
of the Placing Shares will become effective on or around 3 October 2022. It
is expected that dealings for normal settlement in the Placing Shares will
commence at 8.00 a.m. on the same day.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting an accelerated
bookbuild (the "Bookbuild") to determine demand for participation in the
Placing. The Joint Bookrunners will seek to procure Placees as agents for the
Company as part of this Bookbuild. These terms and conditions give details of
the terms and conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild
(a) By participating in the Placing, Placees will be
deemed to have read and understood this Announcement and these terms and
conditions in their entirety and to be participating and making an offer for
any Placing Shares on these terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings,
contained in these terms and conditions.
(b) The Joint Bookrunners are arranging the Placing as
agents of the Company.
(c) Participation in the Placing will only be
available to persons who are Relevant Persons and who may lawfully be and are
invited to participate by either Joint Bookrunner. The Joint Bookrunners and
their affiliates are entitled to offer to subscribe for Placing Shares as
principals in the Bookbuild.
(d) Any offer to subscribe for Placing Shares should
state the aggregate number of Placing Shares which the Placee wishes to
acquire or the total monetary amount which it wishes to commit to acquire
Placing Shares at the Placing Price which is ultimately established by the
Company and the Joint Bookrunners or at a price up to a price limit specified
in its bid. The Placing Price will be jointly agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild and will be
payable by the Placees in respect of the Placing Shares allocated to them.
(e) The Bookbuild is expected to close no later
than 8.00 a.m. on 13 September 2022 but may close earlier or later, at the
discretion of the Joint Bookrunners and the Company. The timing of the closing
of the books and allocations will be agreed between the Joint Bookrunners and
the Company following completion of the Bookbuild (the "Allocation Policy").
The Joint Bookrunners may, in agreement with the Company, accept offers to
subscribe for Placing Shares that are received after the Bookbuild has closed.
An offer to subscribe for Placing Shares in the Bookbuild will be made on the
basis of these terms and conditions and will be legally binding on the Placee
by which, or on behalf of which, it is made and will not be capable of
variation or revocation after the close of the Bookbuild.
(f) Subject to paragraph (e) above, the Joint
Bookrunners reserve the right not to accept an offer to subscribe for Placing
Shares, either in whole or in part, on the basis of the Allocation Policy and
may scale down any offer to subscribe for Placing Shares for this purpose.
(g) If successful, each Placee's allocation will be
confirmed to it by the relevant Joint Bookrunner following the close of the
Bookbuild. Oral or written confirmation (at the relevant Joint Bookrunner's
discretion) from the relevant Joint Bookrunner to such Placee confirming its
allocation will constitute a legally binding commitment upon such Placee, in
favour of the relevant Joint Bookrunner and the Company to acquire the number
of Placing Shares allocated to it on the terms and conditions set out herein.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Company, to pay to the relevant Joint Bookrunner (or
as the relevant Joint Bookrunner may direct) as agent for the Company in
cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares which such Placee has agreed to acquire.
(h) The Company will make a further announcement
following the close of the Bookbuild detailing the Placing Price and the
number of Placing Shares to be issued (the "Placing Results Announcement"). It
is expected that such Placing Results Announcement will be made as soon as
practicable after the close of the Bookbuild.
(i) Subject to paragraphs (g) and (h) above, the
Joint Bookrunners reserve the right not to accept bids or to accept bids,
either in whole or in part, on the basis of allocations determined at their
discretion and may scale down any bids as they may determine, subject to
agreement with the Company. The acceptance of bids shall be at the relevant
Joint Bookrunner's absolute discretion, subject to agreement with the Company.
(j) Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the time specified, on the basis explained below under the paragraph
entitled "Registration and Settlement".
(k) No commissions are payable to Placees in respect
of the Placing.
(l) 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. All obligations under the Placing
will be subject to the fulfilment of the conditions referred to below under
the paragraphs entitled "Conditions of the Placing" and "Termination of the
Placing Agreement".
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement in
respect of the placing of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations
under the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the passing at the General Meeting of the
resolution to authorise the issue of the New Shares, without amendment; and
(c) Admission having occurred at 8.00 a.m. 3 October
2022 or such later date as the Company and the Joint Bookrunners may agree,
but in any event not later than 8.00 a.m. on 17 October 2022.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the
respective time or date where specified, (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
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time, all monies received from a Placee
pursuant to the Placing shall be returned to such Placee without interest, at
the risk of the relevant Placee and each Placee agrees that no claim can be
made by the Placee in respect thereof.
The Joint Bookrunners, at their discretion and upon such terms as they think
fit, may 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.
None of the Joint Bookrunners nor the Company nor any other person 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 the 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 Joint Bookrunners.
Termination of the Placing Agreement
Either of the Joint Bookrunners is entitled at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst other things:
(a) the Company fails, in any material respect, to
comply with any of its obligations under the Placing Agreement; or
(b) it comes to the notice of either Joint Bookrunner
that any statement contained in this Announcement was untrue, incorrect or
misleading at the date of this Announcement or has become untrue, incorrect or
misleading in each case in any respect which either Joint Bookrunner
considers to be material in the context of the Placing or that any matter
which either Joint Bookrunner considers to be material in the context of the
Placing has arisen which would, if the Placing were made at that time,
constitute a material omission therefrom; or
(c) any of the warranties given by the Company in the
Placing Agreement was not true as at the date of the Placing Agreement or has
ceased to be true and accurate by reference to the facts subsisting at the
time when notice to terminate is given, in each case, in any respect which
either Joint Bookrunner considers to be material in the context of the
Placing; or
(d) in the opinion of either Joint Bookrunner, acting
in good faith, there shall have occurred any material adverse change; or
(e) there happens, develops or comes into effect: (i)
a general moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom; or (ii)
the outbreak or escalation of hostilities, war or acts of terrorism,
declaration of emergency or martial law or other calamity or crisis or event
including a material escalation of the conflict in Ukraine or response to the
Covid-19 pandemic; or (iii) any other occurrence of any kind which in any such
case (by itself or together with any other such occurrence) in the reasonable
opinion of either Joint Bookrunner is likely to materially and adversely
affect the market's position or prospects of the Company taken as a whole; or
(iv) any other crisis of international or national effect or any change in any
currency exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment which, in any such case, in the
reasonable opinion of either Joint Bookrunner is materially adverse.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them on or around 13 September 2022 (or such other time
and/or date as the Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing
at the Placing Price must be made by no later than 3 October 2022 (or such
other date as shall be notified to each Placee by the relevant Joint
Bookrunner) on the expected closing date of the Placing. The relevant Joint
Bookrunner or the Company will notify Placees if any of the dates in these
terms and conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. The Joint Bookrunners 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 possible
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions which they
have in place with a respective Joint Bookrunner.
Settlement for the Placing will be on a T+13 and delivery versus payment basis
and settlement is expected to take place on or around 3 October 2022.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed to agree
that if it does not comply with these obligations, the relevant Joint
Bookrunner may sell any or all of the Placing Shares allocated to it on its
behalf and retain from the proceeds, for its own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
By communicating a bid for Placing Shares, each Placee confers on the relevant
Joint Bookrunner all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the relevant
Joint Bookrunner lawfully takes in pursuance of such sale. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon any transaction
in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1. to subscribe at the Placing Price for those
Placing Shares allocated to it by the Joint Bookrunners;
2. it has read and understood this Announcement
(including these terms and conditions) in its entirety and that it has neither
received nor relied on any information given or any investigations,
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
(including these terms and conditions) that in accepting the offer of its
placing participation it will be relying solely on the information contained
in this Announcement (including these terms and conditions) and undertakes not
to redistribute or duplicate such documents;
3. its oral or written commitment will be made
solely on the basis of the information set out in this Announcement and the
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on the date of this Announcement, such information being
all that such Placee deems necessary or appropriate and sufficient 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 or
warranties or statements made, by the Joint Bookrunners or the Company nor any
of their respective affiliates and neither the Joint Bookrunners nor the
Company will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement;
4. the content of this Announcement and these terms
and conditions are exclusively the responsibility of the Company and agrees
that neither the Joint Bookrunners nor any of their affiliates nor any person
acting on behalf of any of them will be responsible for or shall have
liability for any information, representation or statements contained therein
or any information previously published by or on behalf of the Company, and
neither the Joint Bookrunners nor the Company, nor any of their respective
affiliates or any person acting on behalf of any such person will be
responsible or liable for a Placee's decision to accept its placing
participation;
5. (i) it has not relied on, and will not rely on,
any information relating to the Company contained or which may be contained in
any research report or investor presentation prepared or which may be prepared
by the Joint Bookrunners or any of its affiliates; (ii) none of the Joint
Bookrunners, their affiliates or any person acting on behalf of any of such
persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) none of the Joint Bookrunners,
their affiliates or any person acting on behalf of any of such persons has or
shall have any responsibility or liability for any additional information that
has otherwise been made available to it, whether at the date of publication of
such information, the date of these terms and conditions or otherwise; and
that (iv) none of the Joint Bookrunners, their affiliates or any person acting
on behalf of any of such persons makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of any such information
referred to in (i) to (iii) above, whether at the date of publication of such
information, the date of this Announcement or otherwise;
6. it has made its own assessment of the Company and
has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing, and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its decision to participate in the
Placing;
7. it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person; (ii) it is and will remain
liable to the Company and the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person); (iii) if it is in the United Kingdom, it is
a person: (a) who has professional experience in matters relating to
investments and who falls within the definition of "investment professionals"
in Article 19(5) of the Order or who falls within Article 49(2) of the Order;
and (b) is a "qualified investor" as defined in Article 2(e) of the UK
Prospectus Regulation; (iv) if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation; and (v) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed by
it in the Placing are not being acquired on a nondiscretionary basis for, or
on behalf of, nor will they be acquired with a view to their offer or resale
to persons in the UK or in a member state of the EEA in circumstances which
may give rise to an offer of shares to the public, other than their offer or
resale to qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation or within the meaning of Article 2(e) of the EU
Prospectus Regulation in a member state of the EEA which has implemented the
EU Prospectus Regulation;
8. if it has received any confidential price
sensitive information about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to the information being made generally
available;
9. it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal
Justice (Money Laundering and Terrorism Financing) Act 2010 and the Money
Laundering, 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 (the "Regulations") and, if it is making
payment on behalf of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be required by the
Regulations;
10. 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 Financial Services and Markets Act 2000 ("FSMA"))
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
11. it is not acting in concert (within the meaning
given in the City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
12. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
13. unless otherwise agreed by the Company (after
agreement with the Joint Bookrunners), it is not, and at the time the Placing
Shares are subscribed for and purchased will not be, subscribing for and on
behalf of a resident of Canada, Australia, Japan, the Republic of South
Africa or any other Excluded Territory and further acknowledges that the
Placing Shares have not been and will not be registered under the securities
legislation of any Excluded Territory and, subject to certain exceptions, may
not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
14. if it is in Hong Kong, it is a "professional
investor" (as defined in the Securities and Futures Ordinance (Cap.571) of
the laws of Hong Kong and any rules made under that ordinance);
15. it does not expect the Joint Bookrunners to have any
duties or responsibilities towards it for providing protections afforded to
clients under the rules of the FCA Handbook (the "Rules") or advising it with
regard to the Placing Shares and that it is not, and will not be, a client of
either of the Joint Bookrunners as defined by the Rules. Likewise, any payment
by it will not be treated as client money governed by the Rules;
16. any exercise by the Joint Bookrunners of any right
to terminate the Placing Agreement or of other rights or discretions under the
Placing Agreement or the Placing shall be within the Joint Bookrunners'
absolute discretion and the Joint Bookrunners shall not have any liability to
it whatsoever in relation to any decision to exercise or not to exercise any
such right or the timing thereof;
17. it has the funds available to pay for the Placing
Shares which it has agreed to acquire and acknowledges, agrees and undertakes
that it will make payment to the relevant Joint Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
the relevant Joint Bookrunner may, in its absolute discretion determine
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
18. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into any
Excluded Territory (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
19. neither it, nor the person specified by it for
registration as a holder of Placing Shares is, or is acting as nominee(s) or
agent(s) for, and that the Placing Shares will not be allotted to, a
person/person(s) whose business either is or includes issuing depository
receipts or the provision of clearance services and therefore that the issue
to the Placee, or the person specified by the Placee for registration as
holder, of the Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to issue or
transfer Placing Shares into a clearance system;
20. the person who it specifies for registration as
holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be, and acknowledges that the Joint Bookrunners and the Company will
not be responsible for any liability to pay stamp duty or stamp duty reserve
tax (together with interest and penalties) resulting from a failure to observe
this requirement; and each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing on the basis that the Placing
Shares will be allotted to a CREST stock account of the relevant Joint
Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
21. where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
acquire Placing Shares for that managed account;
22. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with applicable laws
and regulations;
23. it and/or each person on whose behalf it is
participating: (i) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the capacity and has
obtained all requisite authorities and consents (including, without
limitation, in the case of a person acting on behalf of a Placee, all
requisite authorities and consents to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied with all
necessary formalities to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations, undertakings and
warranties contemplated hereby and to perform and honour its obligations in
relation thereto on its own behalf (and in the case of a person acting on
behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms
set out in this Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained in this
Announcement on its own behalf (and in the case of a person acting on behalf
of a Placee on behalf of that Placee); and (v) is and will remain liable to
the Company and the Joint Bookrunners for the performance of all its
obligations as a Placee of the Placing (whether or not it is acting on behalf
of another person);
24. it is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, market abuse under the MAR and the
Proceeds of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
25. in order to ensure compliance with the Money
Laundering Regulations 2017, the Joint Bookrunners (for their own purposes
and as agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity. Pending the
provision to the relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the relevant Joint Bookrunner's absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity the relevant
Joint Bookrunner (for its own purpose and as agent on behalf of the Company)
or the Company's registrars have not received evidence satisfactory to them,
the relevant Joint Bookrunner and/or the Company may, at their absolute
discretion, terminate their commitment in respect of the Placing, in which
event the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
26. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in 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 and which will
not result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA;
27. it has not offered or sold and will not offer or
sell any Placing Shares to persons in any member state of the EEA prior to
Admission except to persons whose ordinary activities involve them acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose of their business or otherwise in circumstances which have not
resulted and will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
28. participation in the Placing is on the basis that,
for the purposes of the Placing, it is not and will not be a client of either
of the Joint Bookrunners and that the Joint Bookrunners do not have any duties
or responsibilities to it for providing the protections afforded to their
clients nor for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;
29. to provide the Joint Bookrunners or the Company (as
relevant) with such relevant documents as they may reasonably request to
comply with requests or requirements that either they or the Company may
receive from relevant regulators in relation to the Placing, subject to its
legal, regulatory and compliance requirements and restrictions;
30. to the extent that it is a legal or beneficial
holder of Ordinary Shares, that it will submit, or procure the submission by
its nominee of, either: (i) a validly signed Form of Proxy; or (ii) CREST
voting instructions, voting in favour of the Resolutions, in either case not
later than 72 hours prior to the General Meeting;
31. 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 its behalf and on behalf of
any Placee 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 (together with any interest chargeable
thereon) may be taken by the Joint 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;
32. to fully and effectively indemnify and hold harmless
the Company, the Joint Bookrunners and each of their respective affiliates (as
defined in Rule 501(b) under the Securities Act) and each person, if any, who
controls either Joint Bookrunner within the meaning of Section 15 of the
Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and
any such person's respective affiliates, subsidiaries, branches, associates
and holding companies, and in each case their respective directors, employees,
officers and agents from and against any and all losses, claims, damages and
liabilities: (i) arising from any breach by such Placee of any of the
provisions of these terms and conditions; and (ii) incurred by either Joint
Bookrunner and/or the Company arising from the performance of the Placee's
obligations as set out in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after completion of
the Placing;
33. in making any decision to subscribe for the Placing
Shares: (i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) it is experienced in investing in
securities of this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain a complete loss in
connection with, the Placing; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company operates, and the terms of the
Placing, including the merits and risks involved; (iv) it has had sufficient
time to consider and conduct its own investigation with respect to the offer
and purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to
such investment; and (v) will not look to the Joint Bookrunners or any of
their respective affiliates or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
34. its commitment to acquire Placing Shares will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing, and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing; and
35. the Joint Bookrunners and the Company and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and undertakings which
are irrevocable.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Such
agreement assumes that such Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in such Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which none of the Company nor
the Joint Bookrunners would be responsible and Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such arrangements or
dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of the Joint Bookrunners and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent. If this is the case, it would be
sensible for Placees to take their own advice and they should notify the
relevant Joint Bookrunner accordingly. In addition, Placees should note that
they will be liable for any capital duty, 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 acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1. it is not a person who has a registered address
in, or is a resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the
applicable laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite governmental
or other consents and it has fully observed and will fully observe any other
requisite formalities and pay any issue, transfer or other taxes due in such
territories;
3. if it is in the United Kingdom, it is a person:
(i) who has professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or who falls within Article 49(2) of the Order, and (ii) is a
"qualified investor" as defined in Article 2(e) of the UK Prospectus
Regulation;
4. if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
5. it is a person whose ordinary activities involve
it (as principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that it will (as
principal or agent) acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
6. if it is in South Africa, it is a person falling
within a category of person listed in section 96 of the South African
Companies Act, 2008 as not being a member of the public;
7. if it is in Australia, it is a person who falls
within an exemption from disclosure to investors in Australia under the
Australian Corporations Act 2001 (Cth) (the "Corporations Act"), including a
"sophisticated investor" within the meaning of Section 708(8) of the
Corporations Act or a "professional investor" within the meaning of Section
708(11) of the Corporations Act or a "wholesale client" within the meaning of
Section 761(G) of the Corporations Act; and
8. it (on its behalf and on behalf of any Placee on
whose behalf it is acting) has: (a) fully observed the laws of all relevant
jurisdictions which apply to it; (b) obtained all governmental and other
consents which may be required; (c) fully observed any other requisite
formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not
taken any action which will or may result in the Company or the Joint
Bookrunners (or any of them) being in breach of a legal or regulatory
requirement of any territory in connection with the Placing; (f) obtained all
other necessary consents and authorities required to enable it to give its
commitment to subscribe for the relevant Placing Shares; and (g) the power and
capacity to, and will, perform its obligations under the terms contained in
these terms and conditions.
Miscellaneous
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United
States or any other Excluded Territory or in a manner that may involve a
breach of the laws or regulations of any jurisdiction or if the Company or its
agents believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in the United States, any other Excluded
Territory, or any other jurisdiction outside the United Kingdom in which it
would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Bookrunner, any money held in an account with the relevant Joint 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 the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of their own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.
Times
Unless the context otherwise requires, all references to time are
to London time. All times and dates in these terms and conditions may be
subject to amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
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