REG - Echo Energy PLC - Proposed Debt Restructuring and Placing
12/08/2022 17:15
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RNS Number : 9212V Echo Energy PLC 12 August 2022
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THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF ECHO ENERGY PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
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PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
12 August 2022
Echo Energy plc
("Echo" or the "Company" and together with its subsidiaries the "Group")
Proposed Debt Restructuring
Proposed Placing and Conditional Grant of Warrants
Echo Energy plc (AIM:ECHO), the Latin American focused Energy company, is
pleased to announce a proposed comprehensive debt restructuring together with
a placing of new Ordinary Shares ("Placing Shares") which will be conducted by
way of an accelerated bookbuild (the "Bookbuild") to raise not less than
£450,000, before expenses, at a fixed price of 0.25 pence per share (the
"Placing Price") to investors (the "Placing"). The Placing Shares will rank
pari-passu with the Company's existing Ordinary Shares.
The Company announces a proposed restructuring of its existing debts, pursuant
to which the Company has entered into a conditional agreement with Lombard
Odier Asset Management (Europe) Limited* ("LO") to, inter alia, convert in
full the Company's existing EUR 5.0m 8.0% secured convertible debt facility
with LO (the "LO Facility") into new Ordinary Shares at a price of 0.45p per
share representing a substantial premium of 75.1% to the closing mid-market
price per Ordinary Share of 0.257p on 11 August 2022 (the "LO Agreement").
Highlights
• Proposed conversion of an aggregate of €15.0
million of existing debt principal, together with accrued interest thereon,
excluding the LO Interest Conversion shares, into new Ordinary Shares at a
price of 0.45p representing a 75.1% premium to the closing share price on 11
August 2022.
• Proposed reduction of remaining Note coupon from
8% to 2% with suspension of further cash interest payments for two years.
Remaining Note maturity extended to 2032
• If completed the Proposed Debt Restructuring
will comprehensively restructure and strengthen the Company's balance sheet,
transforming the balance of value in favour of equity over debt, enabling the
Company to seek to accelerate its growth strategy
• The Company intends to conduct a Bookbuild to
raise not less than £450,000 (before expenses) by way of a Placing of the
Placing Shares at the Placing Price.
• The Placing is to be conducted by way of an
accelerated bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set out in
Appendix II to this Announcement.
• The net proceeds of the Placing will provide the
Group with additional resources to:
- Fund working capital including expenses related to the Proposed Debt
Restructuring; and
- Enable operating cashflows in Argentina to be focused on activities
in country in the near term, including the plan to increase production by c.
40% over approximately the next 6 months.
Under the LO Agreement, LO has conditionally agreed to the conversion of
accrued interest on the LO Facility into new Ordinary Shares for the periods
Q3 2021 to 31 October 2022 inclusive, at a conversion price of 0.25 pence per
new Ordinary Share ("LO Interest Conversion"). Accordingly, the Company has
agreed to issue to LO 213,949,943 new Ordinary Shares (the "LO Interest
Conversion Shares"). The LO Interest Conversion Shares will rank pari-passu
with the Company's existing Ordinary Shares.
The Company also proposes to seek the approval of the holders of the Company's
Luxembourg listed EUR 20.0m 8.0% secured notes (the "Notes") for, inter alia,
the conversion of 50% of the Notes and all accrued interest thereon into new
Ordinary Shares, an extension of the term of the remaining Notes to 2032 and a
significant reduction in coupon for the remainder of the term (the "Note
Restructuring" and, together with the LO Agreement, the "Proposed Debt
Restructuring"). Further details of the Proposed Debt Restructuring are set
out in Appendix I below.
In connection with the Placing, the Company will also grant investors in the
Placing 1.07 warrants for every one Placing Share subscribed for ("Warrants").
No fractional part of a Warrant will be issued and fractional entitlements
will be rounded down to the nearest whole number. Each Warrant gives the
holder the right to subscribe for one new Ordinary Share at a price of 0.25
pence per Ordinary Share (the "Strike Price") at any time until the second
anniversary of issue (the "Warrant Exercise Period").
The Company currently has the authority to issue up to 290,498,000 equity
securities for cash without the need for shareholder approval. The grant of
the Warrants will be conditional on shareholder approval, which will be sought
at the general meeting which the Company will convene for the purposes of
laying the Company's annual report and financial statements for the financial
year ended 31 December 2021 before shareholders. The Company will publish the
relevant circular convening the meeting in due course.
Arden Partners plc ("Arden" or "Broker") is acting as the sole bookrunner in
relation to the Placing.
The Placing is not conditional upon the Proposed Debt Restructuring becoming
effective. As such, the Placing will complete before the Proposed Debt
Restructuring and there can be no guarantee that the Proposed Debt
Restructuring will become effective.
The Bookbuild will open with immediate effect following release of this
Announcement. The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are at the discretion of the Company and Arden
and a further announcement confirming these details is expected to be made in
due course. Arden reserves the right to close the Bookbuild without further
notice. There can be no certainty that the Placing will complete.
The Placing of the Placing Shares will utilise the Company's existing
shareholder authorities to issue new shares on a non-pre-emptive basis for
cash. New shareholder authorities to grant the Warrants will be sought at a
general meeting to be convened in due course.
The Placing Price of 0.25 pence per Placing Share represents a discount of
approximately 3% per cent. to the closing mid-market price of an Ordinary
Share on 11 August 2022 (being the latest practicable date prior to this
Announcement).
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix II to this Announcement. Further information relating to the Placing
and use of proceeds is set out in Appendix I to this Announcement.
The Placing is subject to the terms and conditions set out in Appendix II to
this announcement (which forms part of this announcement, such announcement
and the Appendices to this Announcement together being this "Announcement").
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety, and to be making such offer
on the terms and subject to the conditions of the Placing contained herein,
and to be providing the representations, warranties and acknowledgements
contained in Appendix II.
*acting in its capacity as discretionary investment manager of certain funds
and accounts managed by it, not as principal.
Martin Hull, CEO of Echo Energy, commented:
"This is an important milestone for Echo, which if completed will
fundamentally change the outlook for the company for the positive. By
comprehensively restructuring and strengthening the balance sheet, we
establish firm foundations for the business financially, from which we will be
able to pursue the many opportunities that exist within our portfolio. The
conditional conversion of debt into equity at a large premium by our largest
single debt holder represents a vote of confidence in the Company's future.
This transaction combined with the recently announced near term production
enhancement plans and in the context of the highly supportive commodity price
environment have transformed the prospects for Echo. We look forward to
updating investors on our progress and thank them and our debt holders for
their continuing support."
Enquiries:
Echo Energy via Vigo Communications
Martin Hull, Chief Executive Officer
Vigo Consulting (IR & PR Adviser) +44 (0) 20 7390 0230
Patrick d'Ancona
Chris McMahon
Cenkos Securities (Nominated Adviser) +44 (0) 20 7397 8900
Ben Jeynes
Katy Birkin
Arden Partners plc (Sole Bookrunner and Corporate Broker) +44 (0) 20 7614 5900
Simon Johnson (Corporate Broking)
John Llewellyn-Lloyd (Corporate Finance)
Alex Campbell-Harris (Corporate Finance)
About Echo Energy
Echo is a Latin American focused energy company with a 70% non-operated
participation in the Santa Cruz Sur assets, consisting of five production
concessions, which produce gas and oil. The Santa Cruz Sur assets are located
in the Austral basin, onshore Argentina and with infrastructure in place for
gas transport by pipeline to Buenos Aires and oil sales at the Punta Layola
terminal for both domestic and export sales.
The assignment of Echo's 70% non-operated participation in the Santa Cruz Sur
licences remains subject to the authorisation of the Executive Branch of Santa
Cruz's Province, which is part of the overall process of title transfer that
is proceeding as anticipated. The current Santa Cruz Sur licences expire in
April 2026 and, in connection with the Santa Cruz Sur partners' Production and
Infrastructure Enhancement Plan for the assets, details of which were
announced on 7 July 2022, the Santa Cruz Sur partners intend to engage with
the local province in respect of a proposed extension to the term of the Santa
Cruz Sur licences.
APPENDIX I - ADDITIONAL INFORMATION
Background to and reasons for the Placing
On 7 July 2022, the Company announced, in addition to providing a production
and operational update, that the Santa Cruz Sur partners had agreed to a
production and enhancement plan to materially increase production at Santa
Cruz Sur and to improve the quality of sales liquids from the Santa Cruz Sur
assets (the "Enhancement Plan").
Over a six-month period, anticipated to commence in Q3 2022, the Santa Cruz
Sur partners intend to seek to increase production by approximately 40% from
the levels previously achieved over H1 2022. If achieved, the Enhancement Plan
would increase total daily production from Santa Cruz Sur to around 2,000
boepd, net to Echo's 70% interest in Santa Cruz Sur.
The Company has since been pleased to announce that, in respect of the first
operational priority under the Enhancement Plan to upgrade the power
generation capacity sufficient to sustain the elevated production levels
anticipated as possible under the Plan, a contract for the long-term provision
of gas-powered electricity generation units for installation across the Cerro
Molino Oeste, El Indio Oeste and Oceano fields had been signed.
Accordingly, equipment has now been mobilised to the field in Santa Cruz Sur
and installation is anticipated to take a month from commencement. The new
generation infrastructure consists of one unit of 1,375 Kilo Volt Amps (KVA)
capacity for the Cerro Molino Oeste field, one unit of 375 KVA capacity for
the El Indio Oeste field, and one unit of 375 KVA capacity to be installed in
the Oceano field. The on-site installation and commission of all three units
began during the week commencing 25 July 2022, notwithstanding the winter
conditions currently being experienced at Santa Cruz Sur, with the work will
be undertaken by Santa Cruz Sur Joint Venture staff.
El Indio Oeste will be installed first, followed by Oceano and then Cerro
Molino Oeste. These works will be carried out with the intention of minimising
any disruption to existing gas and oil production, although some temporary
impact is expected. Following these units' installation, additional power will
be available to support existing and future production levels. Although there
may be some increase to current production, these infrastructure upgrades are
in preparation for the recommissioning of shut-in wells using the Joint
Venture rig. Work has also commenced on upgrading this pulling rig in
anticipation of this upcoming set of operations. The installation of the
additional power generation capacity, alongside the upgrading of the workover
rig, represents a critical step in the delivery of the Plan.
With the agreement between the Santa Cruz Sur partners as to the Enhancement
Plan, the delivery of the intended operations is expected to require an
estimated US$2.1 million (gross to 100% Santa Cruz Partnership) to deliver in
full over the entire duration of the Enhancement Plan's implementation and,
notwithstanding existing Santa Cruz Sur joint venture creditor balances of an
estimated (unaudited) c.$13.9m ($9.7m net to Echo's 70% interest) as at 30
April 2022, the Santa Cruz Sur partners currently believe that a significant
proportion of the cost of the Enhancement Plan can be met from existing, and
to be increased, Santa Cruz Sur cash flows.
The net proceeds of the Placing will increase the Group's working capital
resources and, subject to the Proposed Debt Restructuring becoming effective,
will provide the Company with additional resources with which to continue to
seek to advance the Enhancement Plan in meeting the Company's 70% interest in
the Santa Cruz Sur assets. In continuing to advance the Enhancement Plan, the
Santa Cruz Sur partners intend to engage with the local province in respect of
a proposed extension to the term of the Santa Cruz Sur licences.
Update regarding publication of 2021 Annual Report
On 27 June 2022, Echo announced that AIM Regulation had granted the Company an
additional period of up to two months to publish its annual audited accounts
for the year ended 31 December 2021. The Company must therefore publish its
annual audited accounts for the year ended 31 December 2021 (the "2021
Annual Report") by 31 August 2022 but will endeavour to do so as soon as
possible.
With prior delays in the ability of the local Argentinian Santa Cruz Sur joint
venture entity in which Echo holds a 70% interest (the "SCS JV") to provide
information to its Argentinian auditor now resolved, and the local Argentinian
auditor now having received all outstanding information, the Company continues
to expect that it will be able to publish its 2021 Annual Report prior to 31
August 2022.
The Company's cash balances as at 30 April 2022 stood at c.US$1.6 million
(including US$1.0 million of Echo's 70% interest of SCS JV cash balances in
Argentina). Echo's consolidated cash position as at 31 December 2021 was
US$0.9m, up 28% from US$0.6m as at 31 December 2020.
The Proposed Debt Restructuring
LO Agreement
Under an agreement entered into on today's date, LO has conditionally agreed
to the conversion in full of the principal of the LO Facility with the
Company.
The terms of the LO Facility (as amended) were first announced by the Company
on 21 October 2019 and as at 31 October 2022, the total outstanding debt and
accrued interest of the LO Facility will amount to EUR 6,225,256.
Under the LO Agreement, LO has conditionally agreed to the conversion in full
of the principal of the LO Facility together with accrued interest on the LO
Facility for the periods Q1 2020 to Q2 2021 inclusive into new Ordinary Shares
in the Company at a conversion price of 0.45 pence per new Ordinary Share,
subject to, inter alia, the approval of Echo shareholders and the Note
Restructuring becoming effective.
In addition, LO has conditionally agreed pursuant to the LO Agreement to the
conversion of the accrued interest on the Facility for periods Q3 2021 to 31
October 2022 inclusive to new Ordinary Shares at a conversion price of 0.25
pence per new Ordinary Share. The accrued interest to 31 October 2022 will
amount to EUR 625,803.58. Accordingly, the Company has conditionally agreed to
issue to LO 213,949,943 LO Interest Conversion Shares.
The conversion of the interest and the corresponding issue of the LO Interest
Conversion Shares is conditional, inter alia, on (i) the Placing raising a
minimum of £450,000 (gross) for the Company; (ii) the Placing Agreement
becoming unconditional in accordance with its terms; and (iii) admission of
the LO Interest Conversion Shares to trading on AIM.
The LO Interest Conversion Shares shall be issued by the Company using the
Company's existing share authorities which were granted to the Directors by
shareholders at the annual general meeting of the Company held on 27 June
2022. As detailed below under Admission, settlement and CREST, admission of
the LO Interest Conversion Shares is expected to take place on 29 August 2022,
together with the Placing Shares. The LO Interest Conversion Shares, when
issued, will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares.
Under the LO Agreement, the Company has agreed to pay LO a fee of 6% of
amounts of the LO Facility and Accrued Interest converted into new Ordinary
Shares at a price of 0.45 pence per new Ordinary Share, payable in new
Ordinary Shares in the Company ("Fee Shares") at an effective issue price of
0.45 pence per Fee Share. As a result, in the event that the conditions to the
LO Agreement are satisfied, the Company would, issue up to c.1.3 billion new
Ordinary Shares in respect of the full conversion of the LO Facility and
accrued LO Facility interest (subject to the prevailing FX rate on the date of
conversion).
Pursuant to the LO Agreement, the Company has undertaken not to restructure,
by sub-division or otherwise, the nominal value of the Ordinary Shares for a
period of 12 months without LO's prior written consent. LO may not provide
such consent unless the Company undertakes that, if during that 12 month
period it issues any Ordinary Shares at any value lower than the current
nominal value, it will offer for subscription for nil consideration (to the
extent it is able to do so in compliance with the Companies Act 2006) to LO
such number of new Ordinary Shares as shall equate to the number of Ordinary
Shares that LO would have received under the LO Agreement had the new issue
price being used as the issued price under the LO Agreement.
Notes Proposal
On 15 May 2017, the Company issued EUR 20 million five-year secured bonds with
a coupon of 8.0% (the "Notes"). As at 30 September 2022, following subsequent
restructurings to the Notes, the total outstanding debt and accrued interest
of the Notes will be EUR 24,401,096.
The LO Agreement is conditional, inter alia, upon a restructuring of the
Notes. As a result, the Company intends to seek Noteholder approval for the
restructuring of the Notes to: (a) convert 50% of Notes and accrued interest
into new Ordinary Shares at a conversion price of 0.45 pence per Ordinary
Share; (b) extend the term of the remaining Notes to 2032; (c) suspend cash
interest payments on remaining Notes for two years; and (d) reduce Note coupon
to 2% (from 8%) for the remainder of the Note term. The Company intends to
propose a fee payable to Noteholders on the same terms as set out under the LO
Agreement and further details of the Note Restructuring will be announced, as
appropriate, in due course. The Note Restructuring will be subject to the
approval of Noteholders and to Echo shareholder approval.
The Proposed Debt Restructuring will be conditional upon the success of the
Note Restructuring and approval by the Company's shareholders at a General
Meeting for the authorities to issue the new Ordinary Shares required to be
issued on conversion.
Those investors wishing to participate in the Placing should be aware that the
Proposed Debt Restructuring will, if approved by Note holders and by the
Company's shareholders, take place following Admission.
As a result, the details provided in relation to the Placing in this
Announcement are based on the position of the Company prior to further equity
being issued as part of the Proposed Debt Restructuring. Investors should
therefore be aware that any Ordinary Shares currently held, or acquired
pursuant to the Placing, may be subject to dilution as a result of the
Proposed Debt Restructuring. In addition, those investors wishing to
participate in the Placing should be aware that there can be no certainty that
the Proposed Debt Restructuring will become effective. The Board of the
Company intends to recommend to shareholders to vote in favour of the Proposed
Debt Restructuring at the required General Meeting.
The Placing
The Company and Arden have today entered into a placing agreement (the
"Placing Agreement"), pursuant to which, on the terms and subject to the
conditions set out therein, Arden has agreed to use its reasonable endeavours
to procure, as the Company's agent, Placees for the Placing Shares at the
Placing Price, raising gross proceeds of a minimum of £450,000 for the
Company.
The Placing Agreement contains customary undertakings and warranties given by
the Company to Arden including as to the accuracy of information contained in
this Announcement, to matters relating to the Company and its business and a
customary indemnity given by the Company to Arden in respect of liabilities
arising out of or in connection with the Placing.
The terms and conditions of the Placing are set out in Appendix II to this
Announcement.
The timing for the close of the Bookbuild and the allocation of the Placing
Shares will be determined by Arden and the Company.
The final number of Placing Shares to be issued pursuant to the Placing will
be determined following closure 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. The Placing has been arranged by Arden in accordance
with the terms and conditions set out in Appendix II to this Announcement. The
Bookbuild in respect of the Placing is expected to close not later than 7a.m.
(London time) on 15 August 2022, but may be closed at such earlier or later
time as the Broker, in their absolute discretion (following consultation with
the Company), determine.
Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild. Attention is drawn to the detailed terms and
conditions of the Placing described in Appendix II (which forms part of this
Announcement). By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its entirety
(including the Appendices) and to be making such offer on the terms and
subject to the conditions in it, and to be providing the representations,
warranties and acknowledgements contained in Appendix II.
The Placing is not conditional upon the approval of the Company's shareholders
and is not conditional upon the Proposed Debt Restructuring becoming
effective.
Warrants
Conditional upon shareholder approval, the Company will grant investors in the
Placing with 1.07 warrants for every one Placing Share subscribed for. No
fractional part of a Warrant will be issued and fractional entitlements will
be rounded down to the nearest whole number. The Warrants will be exercisable
at a price of 0.25 pence per Ordinary Share for a period of two years from the
date of issue. The Warrants will be unlisted, non-transferable and issued in
certificated form.
The grant of the Warrants will be conditional upon, the passing of resolutions
to be put to shareholders of the Company at a general meeting of the Company
("GM") to provide authority to the Directors to issue and allot further new
Ordinary Shares (or grant rights over such shares) for cash on a
non-pre-emptive basis. A circular containing a notice of the GM will be posted
to shareholders shortly.
Arden Fees
Certain fees and commissions payable by the Company to Arden pursuant to the
Placing Agreement shall be satisfied by the Company by the issue by the
Company to Arden of new Ordinary Shares (the "Broker Fee Shares") at the
Placing Price. The final number of Broker Fee Shares to be issued pursuant to
the Placing Agreement will be determined following closure of the Placing. The
Broker Fee Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
Adviser Fees
Certain outstanding fees which are due and payable by the Company to a third
party adviser shall be satisfied by the Company by the issue of 8,000,000 new
Ordinary Shares (the "Adviser Shares") at the Placing Price. The Adviser
Shares, when issued, will be fully paid and will rank pari passu in all
respects with the existing Ordinary Shares.
Placee Commissions
As is permitted by the Companies Act 2006 and the Company's articles of
association, the Company is permitted to pay commission to subscribers in
consideration for their subscription of new Ordinary Shares. In the event that
such commissions are agreed and become payable by the Company, the Company is
intending to satisfy such liabilities by the issue to the relevant Placees of
additional new Ordinary Shares at the Placing Price (the "Placee Commission
Shares"). The final number of Placee Commission Shares to be issued by the
Company will be determined following closure of the Placing. The Placee
Commission Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
Admission, settlement and CREST
Applications will be made for the Placing Shares, the Broker Fee Shares, the
Adviser Shares, the LO Interest Conversion Shares and the Placee Commission
Shares (the "New Ordinary Shares") to be admitted to trading on AIM
("Admission").
Settlement for and admission of the New Ordinary Shares to trading on AIM is
expected to take place on or before 8.00 a.m. on 29 August 2022 ("Admission").
The Placing is conditional upon, among other things, admission of the Placing
Shares becoming effective, and the Placing Agreement not being terminated in
accordance with its terms.
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 Arden or Cenkos or by any of their affiliates 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.
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 (other than Appendix II in
relation to Placees) 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. In particular, the Placing Shares have not been, and will not be,
registered under the Securities Act or qualified for sale under the laws of
any state of the United States or under the applicable laws of any of Canada,
Australia, the Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in Regulation S
under the Securities Act) or to any national, resident or citizen of Canada,
Australia, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions 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 or the Broker that would
permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company and
the Broker to inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or indirectly,
in or into the United States, Canada, the Republic of South Africa, Australia
or Japan. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
This Announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of Echo Energy plc
to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present
and future business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based unless required to do so
by applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
Arden, which is authorised and regulated by the FCA in the United Kingdom, is
acting as sole Bookrunner and Broker to the Company in connection with the
Placing. Cenkos Securities plc ("Cenkos"), 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. Neither Arden nor Cenkos will be
responsible to any person other than the Company for providing the protections
afforded to their clients or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the Company.
Neither Arden nor Cenkos is making any representation or warranty, express or
implied, as to the contents of this Announcement. Neither Arden nor Cenkos has
authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Arden or Cenkos 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 the AIM market of the London Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance of Chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements") and/or any equivalent requirements elsewhere
to the extent determined to be applicable, 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
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) 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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Placees should note that: the
price of the Placing Shares may decline and investors could lose all or part
of their investment; Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Broker will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS;
or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PROPOSED PLACING
OF NEW ORDINARY SHARES (THE "PLACING SHARES") IN THE CAPITAL OF ECHO ENERGY
PLC (THE "COMPANY")
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
FALL WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) OTHERWISE, ARE PERSONS
TO WHOM IT IS LAWFUL TO COMMUNICATE IT (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
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 OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Arden Partners Plc (the "Bookrunner") or any of
or any of their respective affiliates, agents directors, officers or employees
("Representatives") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, New Zealand, Canada,
the Republic of South Africa or Japan or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares: (i) in the EEA will be made pursuant to an
exemption under the EU Prospectus Regulation; and (ii) in the UK will be made
pursuant to an exemption under the UK Prospectus Regulation, from the
requirement to produce a prospectus.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, New Zealand, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Information"
section at the start of this Announcement.
By participating in the accelerated bookbuilding process (the "Bookbuilding
Process") and the Placing, each Placee will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this document.
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, the Bookrunner is 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 such securities are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (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. Furthermore, it is noted that, notwithstanding the EU Target Market,
Assessment, the Bookrunner is only procuring investors in the European Union
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 of 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Bookrunner and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of
the EEA or the United Kingdom (each a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Relevant Person (as defined above); and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the EU Prospectus Regulation
or the UK Prospectus Regulation (as applicable):
(i) the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in a Relevant State other than in
circumstances in which the prior consent of the Bookrunner has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors (as defined in
EU Prospectus Regulation or the UK Prospectus Regulation), the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation (as applicable) as having been made to such persons;
and
3. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this document; and
5. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside of the United States
and is acquiring the Placing Shares in offshore transactions as defined in and
in accordance with Regulation S under the Securities Act; and
6. the Company and the Bookrunner will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically-invited persons only and will not be offered in such a way as to
require any prospectus or other offering document to be published. No
prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority (the "FCA") in relation to the
Placing or the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set out in the
contract note or electronic trade confirmation to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Bookrunner or the Company or any other person and none of
the Bookrunner, the Company nor any other person acting on such person's
behalf nor any of their respective Representatives has or shall have any
liability for any Placee's decision 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. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, whereby amongst other things, the
Bookrunner, as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares. The Placing
is not being underwritten.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company, be credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary shares of
£0.0025 each ("Ordinary Shares") in the capital of the Company, including the
right to receive all dividends and other distributions declared, made or paid
in respect of such Ordinary Shares after the date of issue of the Placing
Shares.
The maximum number of Placing Shares that may be issued pursuant to the
Placing is accordingly 290,498,000.
Application for admission to trading
An application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that the issue and admission
of the Placing Shares will take place on or before 8.00 a.m. on 29 August 2022
("Placing Share Admission") and that dealings in the Placing Shares on AIM
will commence at the same time.
Warrants
Each Placee will be granted 1.07 warrants for every one Placing Share
subscribed for. No fractional part of a Warrant will be issued and fractional
entitlements will be rounded down to the nearest whole number. Each Warrant
gives the holder the right to subscribe for one new Ordinary Share at a price
of 0.25 pence per Ordinary Share for a period of two years from the date of
issue. The Warrants will be unlisted, non-transferable and issued in
certificated form.
The grant of the Warrants will be conditional upon the passing of resolutions
to be put to shareholders of the Company at a general meeting of the Company
to provide authority to the Directors to issue and allot further new Ordinary
Shares (or grant rights over such shares) for cash on a non-pre-emptive basis.
A circular containing a notice of the GM will be posted to shareholders
shortly.
The Bookbuilding Process
The Bookrunner will commence the Bookbuilding Process to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This document gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. In accordance with the
requirements of the Companies Act 2006 and the Company's articles of
association, the Company is permitted to pay commissions to Placees in respect
of any Placing Shares subscribed.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, in its sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. The Bookrunner is acting as agent for and on behalf of
the Company for the purposes of the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
3. The price per New Ordinary Share (the "Placing Price")
is fixed at 0.25 pence and is payable to the Bookrunner (as agent for the
Company) by all Placees whose bids are successful.
4. The number of Placing Shares will be agreed between the
Bookrunner and the Company following completion of the Bookbuilding Process
for the Placing. The number of Placing Shares will be announced by the Company
(the "Placing Results Announcement") following the completion of the
Bookbuilding Process for the Placing and the entry into the Placing Agreement
by the Company and the Bookrunner.
5. To bid in the Bookbuilding Process for the Placing,
Placees should communicate their bid by telephone or email to their usual
sales contact at the Bookrunner. Each bid should state the number of Placing
Shares which a Placee wishes to acquire at the Placing Price. Bids may be
scaled down by the Bookrunner at its absolute discretoin. The Bookrunner is
arranging the Placing as agent of the Company.
6. The Bookbuilding Process for the Placing is expected
to close no later than 7 a.m. on 15 August 2022 but may be closed earlier or
later subject to the agreement of the Bookrunner and the Company. The
Bookrunner may, in agreement with the Company, accept bids that are received
after the Bookbuilding Process for the Placing has closed. The Company
reserves the right (upon agreement of the Bookrunner) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its discretion.
7. Each Placee's allocation will be determined by the
Bookrunner in its discretion following consultation with the Company and will
be confirmed to Placees either orally or by email by the Bookrunner. The
Bookrunner may choose to accept bids, either in whole or in part, on the basis
of allocations determined at its absolute discretion, in consultation with the
Company, and may scale down any bids for this purpose at its discretion.
8. The Company will release the Placing Results
Announcement following the close of the Bookbuilding Process for the Placing
detailing the aggregate number of the Placing Shares to be issued.
9. Each Placee's allocation and commitment will be
evidenced by a contract note or electronic trade confirmation issued to such
Placee by the Bookrunner. The terms of this document will be deemed
incorporated in that contract note or electronic trade confirmation.
10. Subject to paragraphs 5-9 above, the Bookrunner may choose
to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. The Bookrunner may also,
notwithstanding paragraphs 5-9 above, subject to the prior consent of the
Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
11. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in this
document and will be legally binding on the Placee on behalf of which it is
made and except with the Bookrunner's consent will not be capable of variation
or revocation after the time at which it is submitted. Each Placee will have
an immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner (as agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the Company has
agreed to allot and issue to that Placee.
12. Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunner or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
13. 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 on the basis
explained below under "Registration and Settlement".
14. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
15. By participating in the Bookbuilding Process, each Placee
will agree 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.
16. To the fullest extent permissible by law and applicable
FCA rules, neither:
(a) the Bookrunner;
(b) any of its affiliates, agents, directors, officers,
consultants, partners or employees; nor
(c) to the extent not contained within (a) or (b), any
person connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither the Bookrunner nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation which will confirm the number
of Placing Shares allocated to them, the Placing Price and the aggregate
amount owed by them to the Bookrunner.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Bookrunner in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with the Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GB00BF0YPG76)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a T+10 basis unless
otherwise notified by the Bookrunner. Settlement of the Placing Shares is
expected to occur on 29 August 2022 in accordance with the contract notes or
electronic trade confirmations. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and the Bookrunner may agree that the Placing Shares
should be issued in certificated form. The Bookrunner reserves the right to
require settlement for the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in the jurisdiction in which a
Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing LIBOR as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the proceeds, for the
Bookrunner's own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the Placing Price and for any stamp duty
or stamp duty reserve tax (together with any interest or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on the
Bookrunner all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the Bookrunner lawfully
takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note or the
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. If there are any circumstances in which any United Kingdom stamp
duty or stamp duty reserve tax or other similar taxes or duties (including any
interest and penalties relating thereto) is payable in respect of the
allocation, allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer or agreement to transfer
Placing Shares), the Company shall not be responsible for payment thereof.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Bookrunner under the Placing Agreement in respect of
the Placing are conditional upon, inter alia:
(a) none of the warranties (the "Warranties") being untrue
or inaccurate or misleading in any respect which is material in the context of
the Placing at any time between the date of the Placing Agreement and Placing
Share Admission and no fact or circumstance having arisen which would render
any of the Warranties untrue or inaccurate or misleading
(b) Placing Share Admission taking place no later than 8.00
a.m. on 29 August 2022.
All of the conditions to the obligations of the Bookrunner included in the
Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted, waived by the
Bookrunner in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and the Bookrunner may
agree), or the Placing Agreement is terminated in accordance with its terms,
then to the extent that Admission has not occurred (as applicable), the
Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time 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.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
The Bookrunner may, in its absolute discretion and on such terms as it
considers appropriate, waive fulfilment of all or any of the conditions in
whole or in part, save that certain conditions may not be waived.
The Bookrunner or the Company may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Bookrunner nor any of its affiliates nor the Company 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 any of them may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
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 Bookrunner.
Termination of the Placing
The Bookrunner and/or the Company may, in their absolute discretion, by notice
to the Company, terminate the Placing Agreement at any time up to Admission
if, inter alia:
(a) they become aware of any circumstance which has resulted
in a material breach of any of the Warranties when given at the date of the
Placing Agreement or which results in or might result in a breach of any of
the Warranties when deemed given;
(b) any material adverse change in the financial or trading
position or prospects of the Company has or will occur;
(c) an event or other matter has occurred or is likely to
occur which, in the good faith opinion of the Bookrunner and / or the Company,
is (or will be if it occurs) likely materially and prejudicially to affect the
financial position or the business or prospects of the Company or otherwise
makes it impractical or inadvisable for the Bookrunner and / or the Company to
perform their respective obligations under the Placing Agreement; or
(d) any other occurrence of any kind which (by itself or
together with any other such occurrence) in the Bookrunner's reasonable
opinion (or as the case may be the Company) is likely to materially and
adversely affect the market's position or prospects of the Group taken as a
whole'
and any such circumstances, change, matter or occurrence is material in the
context of the Placing.
If the Placing Agreement is terminated in accordance with its terms, to the
extent that Admission has not occurred (as applicable), the rights and
obligations of each Placee in respect of the Placing as described in this
Announcement shall cease and terminate at such time and no claim can be made
by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the Bookrunner
of any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Bookrunner or for agreement between the Company and the Bookrunner (as the
case may be) and that neither the Company nor the Bookrunner need make any
reference to such Placee and that none of the Company, the Bookrunner nor any
of their respective Representatives shall have any liability to such Placee
(or to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise. Each Placee further agrees
that they will have no rights against the Bookrunner, the Company or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the Bookrunner of a
contract note or electronic trade confirmation confirming each Placee's
allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and the Bookrunner that (save where the Bookrunner expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its
entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with each Admission, the Placing,
the Company, the Placing Shares or otherwise, other than the information
contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus
or other offering document in connection with the Placing and acknowledges
that no prospectus or other offering document:
(a) is required under the EU Prospectus Regulation, UK
Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the
Placing;
3. the Company's ordinary shares are admitted to trading
on AIM, and that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for the Companies
(the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014
as it forms part of domestic law pursuant to the European Union Withdrawal Act
2018 ("MAR")), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without undue
difficulty;
4. it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither the Bookrunner nor the Company nor any of their respective
Representatives nor any person acting on behalf of any of them has provided,
and will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested the Bookrunner, the
Company, any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such information;
5. neither the Bookrunner nor any person acting on behalf
of it nor any of its Representatives has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in this paragraph 5 excludes the liability of any person
for fraudulent misrepresentation made by that person;
(a) the only information on which it is entitled to rely and
on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in this Announcement and the Publicly Available Information;
(b) neither the Bookrunner, nor the Company (nor any of their
respective Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company,
the Placing (including its terms and conditions) and the Placing Shares,
satisfied itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
and
(d) it has not relied on any investigation that the Bookrunner
or any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
6. the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Bookrunner nor any persons
acting on its behalf is responsible for or has or shall have any liability for
any information, representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available Information nor will
they be liable for any Placee's decision to participate in the Placing based
on any information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in this
document shall exclude any liability of any person for fraudulent
misrepresentation;
7. neither it nor the beneficial owner of the Placing
Shares is, nor will, at the time the Placing Shares are acquired, be a
resident of the United States, Australia, New Zealand, Canada, the Republic of
South Africa or Japan;
8. the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, Australia, New Zealand,
Canada, the Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States, Australia, New
Zealand, Canada, the Republic of South Africa or Japan or in any country or
jurisdiction where any such action for that purpose is required;
9. it may be asked to disclose in writing or orally to the
Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
10. it has the funds available to pay for the Placing Shares
for which it has agreed to acquire and acknowledges and agrees that it will
pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as the Bookrunner determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this document) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
12. it and the beneficial owner of the Placing Shares 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" as defined in,
and in accordance with, Regulation S under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
14. it (and any account for which it is purchasing) is not
acquiring the New Ordinary Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
15. 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 or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
16. none of the Bookrunner, the Company nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
17. it will make payment to the 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 Bookrunner determines in its absolute discretion 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. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
19. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such action for
that purpose is required;
20. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that the Bookrunner and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Bookrunner in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of the
Bookrunner or transferred to a CREST stock account of the Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
21. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
22. if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) falls within Article 19(5)
and/or 49(2) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
23. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry of a period
of six months from each Admission 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 or an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
24. if it is within a Relevant State, it is a Qualified
Investor as defined in the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable);
25. it has only communicated or caused to be communicated and
it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by the Bookrunner in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
26. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the MAR in
respect of anything done in, from or otherwise involving the United Kingdom);
27. if it is a financial intermediary, as that term is used in
the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable),
the Placing Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a Relevant State other than Qualified
Investors, or in circumstances in which the express prior written consent of
the Bookrunner has been given to each proposed offer or resale;
28. if it has received any inside information (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal
in the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
29. the Bookrunner and its affiliates, acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Bookrunner and/or any of its affiliates acting as an investor
for its or their own account(s). Neither the Bookrunner nor the Company intend
to disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
30. it:
(a) has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which it may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at its sole discretion;
31. in order to ensure compliance with the Regulations, the
Bookrunner (for itself 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 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 Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at the 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 Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may, at its
absolute discretion, terminate its 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;
32. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note or
through the electronic trade confirmation 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 Bookrunner's
conduct of the Placing;
33. 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. It further acknowledges that 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. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
34. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares which it agrees
to acquire upon the terms of this Announcement;
35. the Company, the Bookrunner and others (including each of
their respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to the Bookrunner on its own behalf and on behalf of the Company and
are irrevocable;
36. it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and the Bookrunner 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);
37. time is of the essence as regards its obligations under
this document;
38. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Bookrunner;
39. the Placing Shares will be issued subject to the terms and
conditions of this document; and
40. the terms and conditions contained in this document and
all documents into which this document is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Bookbuilding Process and/or the Placing and all
non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or the Bookrunner 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and
each of their respective Representatives harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this document or incurred by the
Bookrunner, the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this document shall
survive after the completion of the Placing.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
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 United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Bookrunner shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the
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 United Kingdom 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 and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner in the
event that either the Company and/or the Bookrunner have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this document are given to the Bookrunner for itself and on behalf of the
Company and are irrevocable.
The Bookrunner is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Bookbuilding Process and the Placing, and the Bookrunner will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other matters
referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Bookrunner does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the 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 relevant rules and regulations of the
FCA made under the FSMA. Each 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 Bookrunner's money in
accordance with the client money rules and will be held by it under a banking
relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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