REG - Duke Royalty Limited - Proposed Fundraising to raise at least £20 million <Origin Href="QuoteRef">DUKE.L</Origin> - Part 2

Duke CapitalAnnouncement

04/12/2017 16:50

- Part 2: For the preceding part double click  ID:nRSD3426Ya 

defined by the Financial Conduct Authority
Conduct of Business Source Book.  Likewise, the Joint Brokers will not treat
any payment by you pursuant to these Terms and Conditions as client money
governed by the Financial Conduct Authority Conduct of Business Source Book. 
 
11.           You confirm, represent and warrant that you may lawfully acquire
the Placing Shares comprising your Placing Participation and that you have
complied with and will comply with all applicable provisions of FSMA with
respect to anything done by you in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom. 
 
12.           You acknowledge and agree that your agreement with the Joint
Brokers to acquire Placing Shares, whether by telephone or otherwise is a
legally binding contract and the Terms and Conditions of your Placing
Participation and any non-contractual obligation therefrom will be governed by
and construed in accordance with, the laws of England and Wales to the
exclusive jurisdiction of whose courts you irrevocably agree to submit. 
 
13.           You acknowledge and agree that time shall be of the essence as
regards obligations pursuant to these Terms and Conditions. 
 
14.           You acknowledge and agree that it is the responsibility of any
person outside of the United Kingdom wishing to subscribe for or purchase
Placing Shares to satisfy himself that, in doing so, he complies with the laws
of any relevant territory in connection with such subscription or purchase and
that he obtains any requisite governmental or other consents and observes any
other applicable formalities. 
 
15.           You acknowledge and agree that the Placing Shares have not been
and will not be registered under the laws, or with any securities regulatory
authority, of the United States, any province of Canada, Australia, Japan or
the Republic of South Africa and, subject to limited exceptions, the Placing
Shares may not be offered, sold, transferred or delivered, directly or
indirectly into the United States, any province of Canada, Japan, Australia or
the Republic of South Africa or their respective territories and possessions. 
 
16.           You warrant that you have complied with all relevant laws of all
relevant territories, obtained all requisite governmental or other consents
which may be required in connection with your Placing Participation, complied
with all requisite formalities and that you have not taken any action or
omitted to take any action which will or may result in the Joint Brokers, the
Company, or any of their respective directors, officers, agents, employees,
affiliates or advisers acting in breach of the legal or regulatory
requirements of any territory in connection with the Placing or your
application. 
 
17.           You warrant that your acquisition of Placing Shares does not
trigger, in the jurisdiction in which you are resident or located: (i) any
obligation to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or reporting
obligation of the Company; or (iii) any registration or other obligation on
the part of the Company. 
 
18.           You confirm that you are acting as principal only in respect of
the Placing or, if you are acting for any other person: (i) you are duly
authorised to do so and have full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; (ii) you
exercise sole investment discretion as to each such person's account; (iii)
you are and will remain liable to the Joint Brokers and the Company for the
performance of all your obligations as a Placee in respect of the Placing
(regardless of the fact that you are acting for another person); (iv) you are
both an "authorised person" for the purposes of the Financial Services and
Markets Act 2000 ("FSMA") and a Qualified Investor as defined in the
Prospectus Directive acting as agent for such person, and (iv) such person is
either (1) a "qualified investor" as referred to at section 86(7) of FSMA or
(2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged
you to act as such client's agent on terms which enable you to make decisions
concerning the Placing or any other offers of transferable securities on such
client's behalf without reference to such client. 
 
19.           You warrant that you have not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Qualified Investors
or otherwise in circumstances which have not resulted and which will not
result in an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA. 
 
20.           You warrant that if a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the Placing Shares
subscribed for by you in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than
qualified investors, or in circumstances in which the prior consent of the
Joint Brokers and the Company has been given to the proposed offer or resale. 
 
21.           You warrant that you have only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person. 
 
22.           You warrant that if in a member state of the EEA, unless
otherwise specifically agreed with the Joint Brokers and the Company in
writing, that you are a "qualified investor" within the meaning of Article
2(1)(e) of the Prospectus Directive. 
 
23.           You warrant that if in the United Kingdom, that you are a person
(i) having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or (ii) who falls 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 lawfully be communicated. 
 
24.           You acknowledge and agree that no action has been or will be
taken by the Joint Brokers or the Company or any person acting on behalf of
the Joint Brokers or the Company 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. 
 
25.           You warrant that in accepting your Placing Participation you are
not applying for registration as, or as a nominee or agent for, a person who
is or may be a person mentioned in sections 67 to 72 inclusive and sections 93
to 97 inclusive of the Finance Act 1986. 
 
26.           You confirm that you have complied with your obligations under
the Criminal Justice Act 1993, the Market Abuse Regulation (Regulation (EU)
No. 596/2014), and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the
Terrorism Act 2006, 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 Section 6.3 of the Systems and Controls (SYSC) section of the FCA Handbook
 and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by you to verify the identity of the third
party as required by the Regulations. 
 
27.           You acknowledge and agree that your agreement with the Joint
Brokers to acquire Placing Shares shall be enforceable under the Contracts
(Rights of Third Parties) Act 1999 by any of the Company or any affiliate of
the Joint Brokers. 
 
28.           You acknowledge that these terms and conditions and any
agreements entered into by you pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and you submit (on behalf of yourself and on behalf of any
person on whose behalf you are 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 Brokers or the Company in any jurisdiction
in which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange. 
 
29.           You acknowledge and agree that the Placing Shares have not been
and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States,
and are being offered and sold only outside the United States in "offshore
transactions" (as defined in Regulation S under the Securities Act). 
Accordingly, the Placing Shares may not be offered, sold, transferred or
delivered directly or indirectly in or into the United States, except pursuant
to an effective registration statement under the US Securities Act or an
exemption from the registration requirements of the Securities Act, and, in
connection with any such transfer, the Company will have the right to obtain,
as a condition to transfer, a legal opinion of counsel, in form and by counsel
reasonably satisfactory to the Company, that no such Securities Act
registration is or will be required along with appropriate certifications by
the transferee as to appropriate matters.  No representation has been made as
to the availability of any exemption under the Securities Act for the reoffer,
resale, transfer or delivery of the Placing Shares. 
 
30.           You represent and warrant that you have not distributed,
forwarded, transferred or otherwise transmitted any presentation or offering
materials concerning the Placing Shares within the United States, nor will you
do any of the foregoing. 
 
31.           You agree, represent and warrant as follows: 
 
31.1         you are, acquiring the Placing Shares in an "offshore
transaction" (as defined in Regulation S); 
 
31.2         you will not offer or sell the Placing Shares in the United
States absent registration or an exemption from registration under the
Securities Act; and 
 
31.3         you are not acquiring the Placing Shares as a result of any form
of directed selling efforts (as defined in Rule 902 under the Securities
Act). 
 
32.           In making an investment decision with respect to the Placing
Shares, for yourself and on behalf of any person for whose account you are
acquiring the Placing Shares, you represent and warrant that you have: 
 
32.1         not relied on any express or implied representation, warranty or
statement made by the Company or the Joint Brokers or any of their respective
directors, employees, advisers, agents or affiliates; 
 
32.2         the ability to bear the economic risk of your investment in the
Placing Shares and have no need for liquidity with respect to your investment
in the Placing Shares; 
 
32.3         such knowledge and experience in financial and business matters
that you are capable of evaluating the merits, risks and suitability of
investing in the Placing Shares, and are able to sustain a complete loss of
any investment in the Placing Shares; 
 
32.4         had access to such financial and other information concerning the
Company and the Placing Shares as you deem necessary in connection with your
decision to purchase the Placing Shares; and 
 
32.5         investigated independently and made your own assessment and
satisfied yourself concerning the relevant tax, legal, currency and other
economic considerations relevant to your investment in the Placing Shares,
including any federal, state and local tax consequences, affecting you in
connection with your purchase and any subsequent disposal of the Placing
Shares. 
 
33.           You acknowledge that the Company and its financial instruments
are subject to the provisions of the MAR and that you will observe the
provisions of MAR in relation to the Company's financial instruments,
including in relation to the control of any inside information. 
 
34.           You undertake to (and to cause any person acting on your behalf
to) make payment for the Placing Shares allocated to you in accordance with
this Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Joint Brokers may in its sole discretion determine and without liability to
you. 
 
35.           You confirm that your commitment to subscribe for Placing Shares
on the terms set out in this Appendix and in the 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 Placing. 
 
You acknowledge that the Company, the Joint Brokers, any transfer agent, any
distributors or dealers and their respective affiliates and others will rely
on the truth and accuracy of the foregoing warranties, acknowledgements,
representations, undertakings and agreements, and you agree to indemnify and
hold harmless the Company, the Joint Brokers and any of their respective
officers, directors, agents, employees or advisers (the "Indemnified Persons")
from and against any and all costs, claims losses, damages, liabilities or
expenses, including legal fees and expenses (including any VAT thereon), which
an Indemnified Person may incur by reason of, or in connection with, any
representation, warranty, acknowledgement, agreement or undertaking made
herein not having been true when made, any breach thereof or any
misrepresentation. You acknowledge and that the rights and remedies of the
Company and the Joint Brokers 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 right or remedy will not prevent
the exercise of the other rights and/or remedies. 
 
You further agree that these Terms and Conditions shall survive after
completion of the Placing and Admission. 
 
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