REG - Eco (Atlantic) O&G - Result of Oversubscribed Equity Fundraise

Eco (Atlantic) Oil & GasAnnouncement

06/04/2022 07:00

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RNS Number : 4119H  Eco (Atlantic) Oil and Gas Ltd.  06 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED FROM
TIME TO TIME) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

6 April 2022

ECO (ATLANTIC) OIL & GAS LTD.

("Eco Atlantic", "Company", "Eco" or, together with its subsidiaries, the
"Group")

 

Result of Oversubscribed Equity Fundraise

 

Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) is pleased to
announce, further to the Company's announcement of 5 April 2022, the
successful completion of an oversubscribed Equity Fundraise. A total of
64,885,496 new Common Shares in the capital of the Company have been
conditionally placed with, or subscribed for by, new and existing
institutional investors at a price of £0.30 per Placing Share (or, for
Placees in Canada, CAN$0.50) (the "Issue Price"). On settlement, the Equity
Fundraise will raise gross proceeds of approximately £19.5 million
(approximately US$25.5 million) for the Company before expenses consisting of:

·  48,040,714 new Common Shares pursuant to the Placing, raising gross
proceeds of approximately £14.4 million (approximately US$18.9 million);

·   10,178,116 new Common Shares pursuant to the Subscription, raising
gross proceeds of approximately £3.1 million (approximately US$4.0 million);
and

·   6,666,666 new Common Shares pursuant to the Retail Offer on the
PrimaryBid platform, raising gross proceeds of approximately £2.0 million
(approximately US$2.6 million).

In aggregate, the new Common Shares to be issued pursuant to the Equity
Fundraise represent 28.8% of the issued share capital of the Company prior to
the Equity Fundraise and 22.4% of the Company's issued share capital as
enlarged by the Equity Fundraise.

In connection with the Placing, Berenberg, SpareBank 1 Markets and Echelon
acted as Joint Bookrunners and the brokered private placement element of the
Placing was conducted by Echelon acting as Canadian agents.

The Equity Fundraise Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Common Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

Application has been made to the London Stock Exchange for admission of the
Placing Shares, the Subscription Shares and the Retail Offer Shares to trading
on AIM. The issuance of the Equity Fundraise Shares is subject to conditional
approval by the TSX Venture Exchange. It is expected that AIM Admission will
take place on or around 8.00 a.m. BST on 11 April 2022 and that dealings in
the Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM
will commence at the same time.

Following AIM Admission, the enlarged issued share capital of the Company will
be 289,875,431 Common Shares. The above figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company.

The Equity Fundraise is conditional upon, amongst other things, AIM Admission
becoming effective and upon the Placing Agreement not being terminated in
accordance with its terms.

 

Gil Holzman, Co-Founder and CEO of Eco Atlantic, commented:

"We are delighted with the result of this oversubscribed placing and grateful
for the strong demand and support from investors, in particular our existing
shareholders and our strategic alliance partners Africa Oil Corp.

"The capital raised will support the upcoming drilling of the Gazania-1 well
on Block 2B, offshore South Africa, further G&G work across the entire
portfolio and will also ensure that we maintain a strong balance sheet to
continue executing on our consolidation strategy aimed at becoming the most
exciting exploration company in the E&P Sector with multiple drilling
catalysts."

 

Details of the Placing

In connection with the Placing, Berenberg, SpareBank and Echelon acted as
Joint Bookrunners.

The Placing was conducted through an accelerated bookbuild process which was
launched immediately following the release of the announcement dated 5 April
2022.

The Placing was conducted in accordance with the terms and conditions set out
in the Appendix (which forms part of the launch announcement dated 5 April
2022).

The Joint Bookrunners commenced the Bookbuild immediately following the
release of the announcement dated 5 April 2022. The number of Placing Shares
was determined at the end of the Bookbuild.

The Placing Shares placed with investors outside of Canada and the Retail
Offer Shares will be freely transferable in the UK, but these shares are
subject to a restrictive hold period of four months and one day in Canada
(beginning on the date of issuance of such shares) (the "Restricted Period")
which will prevent the Placing Shares from being resold in Canada or to a
Canadian, through a Canadian exchange or otherwise in Canada or to a Canadian,
during the Restricted Period without an exemption from the Canadian prospectus
requirement.

 

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section.

 

In connection with the Placing the Joint Bookrunners received compensation
equal to 5% of the gross proceeds of the Placing equalling approximately
£720,611 (approximately CAN$1,174,595). A fee of approximately £100,000
(approximately CAN$163,000) was payable to PrimaryBid Limited in connection
with the Retail Offer and no compensation was payable in connection with the
Subscription.

 

Details of the Subscription

Africa Oil Corp, a substantial shareholder in the Company, has subscribed for
10,178,116 Common Shares at the Issue Price, raising gross proceeds of
approximately £3.1 million (approximately US$4.0 million). On completion of
the Subscription, Africa Oil Corp is expected to hold, in aggregate,
50,086,879 Common Shares representing approximately 17.28% of the Company's
issued share capital as enlarged by the Equity Fundraise.

 

Related Party Transaction

Africa Oil Corp is a substantial shareholder in Eco, holding more than 10% of
the Company's issued share capital, and is therefore a related party as
defined by the AIM Rules for Companies. Accordingly, the subscription by
Africa Oil Corp is a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies.  The independent Directors for the purposes of the
Africa Oil Corp subscription, being the Directors other than Keith Hill, a
Director of Africa Oil Corp, having consulted with the Company's nominated
adviser, Strand Hanson Limited, consider that the terms of the Africa Oil Corp
Subscription are fair and reasonable insofar as Eco's shareholders are
concerned.

 

As insiders of the Company have participated in the Subscription, it is deemed
by TSX-V regulations to be a "Related Party Transaction" pursuant to Canadian
Securities Administrators Multilateral Instrument  61-101 "Protection of
Minority Security Holders in Special Transactions" ("MI 61-101"), which
applies to TSX-V companies. The Subscription is exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 as the
fair market value of the securities distributed to, and the consideration
received from, interested parties does not exceed 25% of the Company's market
capitalisation. The Company did not file a material change report at least 21
days prior to the closing of the Subscription as participation of the insiders
had not been confirmed at that time and the Company wished to close on an
expedited basis for business reasons.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the announcement of the Equity
Fundraise made by the Company at 17:01 (BST) on 5 April 2022.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

 

 

For more information, please visit www.ecooilandgas.com or contact the
following:

 Eco Atlantic Oil and Gas                                   c/o Celicourt +44 (0) 20 8434 2754
 Gil Holzman, CEO

 Colin Kinley, COO

 Alice Carroll, Head of Marketing and IR                    +44(0)781 729 5070 | +1 (416) 318 8272
 Strand Hanson Limited (Financial & Nominated Adviser)

                                                            +44 (0) 20 7409 3494
 James Harris

 James Bellman
 Berenberg (Broker and Joint Bookrunner)                    +44 (0) 20 3207 7800
 Emily Morris

 Detlir Elezi
 Echelon (Joint Bookrunner)                                 +1 (0) 416-572-5523
 Ryan Mooney
 SpareBank 1 Markets (Joint Bookrunner)                     +47 (0) 24 14 74 00
 Jarand Lønne
 Celicourt (PR)                                             +44 (0) 20 8434 2754
 Mark Antelme

 Jimmy Lea

 

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 (as transposed into the laws of the United Kingdom), the
person responsible for arranging for the release of this announcement on
behalf of the Company is Gil Holzman, Co-Founder and CEO of Eco Atlantic.

 

Notes to editors

Eco Atlantic is a TSX-V and AIM quoted Atlantic Margin focused oil & gas
exploration company with offshore license interests in Guyana, Namibia, and
South Africa. Eco aims to deliver material value for its stakeholders
through its role in the energy transition to explore for low carbon intensity
oil and gas in stable emerging markets close to infrastructure.

 

Offshore Guyana in the proven Guyana-Suriname Basin, the Group holds a 15%
Working Interest in the 1,800 km2 Orinduik Block Operated by Tullow Oil. In
Namibia, the Group holds Operatorship and an 85% Working Interests in four
offshore Petroleum Licences: PEL's: 97, 98, 99 and 100 representing a
combined area of 28,593 km2 in the Walvis Basin.

 

Offshore South Africa, Eco (through its subsidiary) is designated Operator
and holds a 50% working interest in Block 2B, and a 20% Working Interest in
Blocks 3B/4B operated by Africa Oil Corp., totalling some 20,643 km2.

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.

This announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, the Republic of South Africa, Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful. This
announcement shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the securities
referred to herein is being made in the United States or elsewhere.

No action has been taken by the Company, Berenberg, Echelon or Sparebank 1
Markets or any of their respective affiliates, or any of its or their
respective directors , officers, partners, unlimited partners (persӧnlich
haftende Gesellschafter), employees, advisers and/or agents
(collectively, "Representatives") that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any restrictions contained
in this announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking any action.
Persons distributing any part of this announcement must satisfy themselves
that it is lawful to do so.

Investors Resident in the United Kingdom and the EEA

This announcement is directed at and is only being distributed to: (a) persons
in member states of the European Economic Area (the "EEA") who are "qualified
investors", as defined in Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified
Investors"), (b) persons in the United Kingdom, who are qualified investors,
being persons falling within the meaning of Article 2(e) of Prospectus
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and
who (i) have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations, etc") of the
Order; or (c) persons to whom it may otherwise be lawfully communicated (each
such person in (a), (b) and (c), a "Relevant Person"). 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 or the Placing 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.

Investors Resident in Canada

No offer of securities is made pursuant to this announcement in Canada except
to a person who has represented to the Company and/or Berenberg and/or Echelon
and/or Sparebank 1 Markets (as applicable) that such person: (i) is purchasing
as principal, or is deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not with a view
to resale or distribution; and (ii) is an "accredited investor" as such term
is defined in section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario) (the "OSA").

The Placing Shares are being sold in Canada in reliance on an exemption or
exemptions from the requirements to provide the relevant Placees with a
prospectus and, as a consequence of acquiring securities pursuant to this
exemption or exemptions, certain protections, rights and remedies provided by
the applicable Canadian securities laws will not be available to the relevant
Placees. The Placing Shares will be subject to statutory resale (hold)
restrictions for a period of four months and one day under the applicable
Canadian securities laws and any resale of the Placing Shares must be made in
accordance with such resale restrictions or in reliance on an available
exemption therefrom. Each Placee is solely responsible (and the Company is not
in any way responsible) for compliance with applicable securities laws in the
resale of any Placing Shares.

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this announcement
or the Placing and no such prospectus is required (in accordance with either
the Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its or the Group's future performance, strategic initiatives, anticipated
events or trends and other matters that are not historical facts and which
are, by their nature, inherently predictive, speculative and involve risks and
uncertainty because they relate to events and depend on circumstances that may
or may not occur in the future. All statements that address expectations or
projections about the future, including statements about operating
performance, strategic initiatives, objectives, market position, industry
trends, general economic conditions, expected expenditures, expected cost
savings and financial results, are forward ‐ looking statements. Any
statements contained in this announcement that are not statements of
historical fact are, or may be deemed to be, forward ‐ looking statements.
These forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect", "may",
"plan", "project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors including, but
not limited to, commercial, operational, economic and financial factors, that
could cause actual results, financial condition, performance or achievements
to differ materially from those expressed or implied by these
forward ‐ looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or estimate
precisely, such as changes in taxation or fiscal policy, future market
conditions, currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other risk factors,
such as changes in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a global, regional
or national basis. Given those risks and uncertainties, readers are cautioned
not to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of this announcement. Each of the
Company, Berenberg, Echelon and Sparebank 1 Markets expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.

Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority in Germany and is deemed authorised under the Temporary
Permissions Regime and subject to limited regulation by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for the Company and for
no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Placing or any other matter referred to in this announcement
and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for giving advice in
relation to the Placing or any other matter referred to in this announcement.

Echelon which is authorised and regulated in Canada by the Investment Industry
Regulatory Organization of Canada (IIROC), is acting exclusively for the
Company and for no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the Placing or any other matter referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for giving
advice in relation to the Placing or any other matter referred to in this
announcement.

Sparebank 1 Markets which is authorised and regulated in Norway by the
Norwegian Financial Supervisory Authority (Finanstilsynet), is acting
exclusively for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Placing or any other matter
referred to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any other matter
referred to in this announcement.

This announcement is being 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 or on behalf of Berenberg and/or Echelon and/or Sparebank 1
Markets to the fullest extent permitted by law (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any of their
respective Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers or any other statement made or purported to be made
by or on behalf of Berenberg and/or Echelon and/or Sparebank 1 Markets and/or
any of their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares or the
Placing and any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or warranty,
express or implied, is made by Berenberg and/or Echelon and/or Sparebank 1
Markets and/or any of their respective affiliates and/or any of their
respective Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions contained in this
announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.

The information in this announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the US Securities Act or the applicable laws of other
jurisdictions.

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this announcement.
This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM and the TSX-V. Strand Hanson's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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 MiFIR 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 MiFIR 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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, each of the Joint
Bookrunners 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
Chapters 9A or 10A respectively 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. 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 "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II 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 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, each of the
Joint Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

 

 

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