REG - Eco (Atlantic) O&G - Launch of Equity Fundraise of up to US$25 million
05/04/2022 17:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220405:nRSE3781Ha&default-theme=true
RNS Number : 3781H Eco (Atlantic) Oil and Gas Ltd. 05 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.
5 April 2022
ECO (ATLANTIC) OIL & GAS LTD.
("Eco Atlantic", "Company", "Eco" or, together with its subsidiaries, the
"Group")
Launch of Equity Fundraise of up to US$25 million
through an accelerated bookbuild process
Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) is pleased to announce
its intention to raise aggregate gross proceeds of up to approximately
US$25million through the issue of new Common Shares in the capital of the
Company consisting of:
· a placing in the United Kingdom, Norway and certain other
jurisdictions outside Canada, and a brokered private placement in Canada up to
approximately US$21 million before expenses through the issue of new Common
Shares to new and existing institutional investors (the "Placing Shares") at
a price of £0.30 per Placing Share (or CAN$0.50 (the "Issue Price") (the
"Placing")); and
· a proposed subscription by way of a private placement for new Common
Shares (the "Subscription Shares") at the Issue Price by Africa Oil Corp to
raise up to US$4 million (the "Subscription").
If all of the Placing Shares, Subscription Shares and Retail Offer Shares (as
hereinafter defined) are issued, they will represent approximately 28 per
cent. of the existing issued share capital of the Company (on a non-diluted
basis) and 22 per cent. of the Company's issued share capital as enlarged by
the Equity Fundraise (as defined below) (on a non-diluted basis).
In addition (and separately) to the Placing and the Subscription, non-Canadian
retail investors will be given an opportunity to subscribe for new Common
Shares (the "Retail Offer Shares") at the Issue Price (the "Retail Offer") on
the PrimaryBid platform. A separate announcement will be made shortly
regarding the Retail Offer and its terms. The Placing and Subscription are not
conditional upon the Retail Offer. The Retail Offer will close on completion
of the Bookbuild process in connection with the Placing. The capital raised
via the Placing and Subscription and by the Retail Offer comprises the "Equity
Fundraise".
It is intended that the Equity Fundraise will result in the Company raising
total gross proceeds of up to approximately US$25 million (approximately
GBP19.05 million, CAN$31.10 million ). The net proceeds of the Equity
Fundraise are intended to be used primarily to fund Eco's share of the
drilling of the Gazania-1 well on Block 2B offshore South Africa, estimated to
be approximately US$23 million, to cover G&G expenses across the Group's
portfolio and license fees in Namibia and on Block 3B/4B in South Africa as
well as for general working capital purposes. It is expected that drilling of
the Gazania 1 well will commence in September 2022 ahead of a relevant
deadline under the licence for the Azinam Blocks. Should the drilling
campaign result in a producible commercial discovery, the South African
government and a HDSA (Historically Disadvantaged South Africans) investment
entity would be entitled to exercise certain customary rights to equity
participation in the production.
Capitalised terms used in this announcement have the meanings set out within
it or in the Appendix to it.
Details of the Placing
In connection with the Placing, Berenberg, SpareBank 1 Markets and Echelon are
acting as Joint Bookrunners.
The Placing will be conducted through an accelerated bookbuild process which
will be launched immediately following the release of this Announcement.
The Placing will be conducted in accordance with the terms and conditions set
out in the Appendix (which forms part of this Announcement).
The Joint Bookrunners will commence the Bookbuild immediately following the
release of this Announcement. The number of Placing Shares will be determined
at the end of the Bookbuild.
The timing of the closing of the book and allocations are to be determined by
the Company in consultation with the Joint Bookrunners. The number of Placing
Shares will be announced as soon as practicable after the close of the
Bookbuild.
The Common Shares issued in connection with the Equity Fundraise (the "Equity
Fundraise Shares") will, when issued, rank pari passu in all respects with the
existing Common Shares, including, without limitation, the right to receive
dividends and other distributions declared, made or paid after the date of
issue.
General Information
Application will be made to the London Stock Exchange for admission of the
Equity Fundraise Shares to trading on AIM. Application will be made to the
TSX-V for the Equity Fundraise Shares to be admitted to trading on the TSX-V,
with listing subject to the approval of the TSX-V and the Company satisfying
all of the requirements of the TSX-V. It is expected that AIM Admission will
take place on or before 8.00 a.m. (London time) on 11 April 2022 and that
dealings in the Equity Fundraise Shares on AIM will commence at the same time.
The Equity Fundraise is conditional upon, inter alia, AIM Admission becoming
effective and upon the Placing Agreement not being terminated in accordance
with its terms. The Appendix to this Announcement sets out further
information relating to the terms and conditions of the Placing.
The Placing Shares will be freely transferable outside of Canada, however
these shares are subject to a restrictive hold period of four months and one
day in Canada (beginning on the date of issuance) which will prevent
the Placing Shares from being resold in Canada, through a Canadian exchange
or otherwise in Canada or to a Canadian, during the restrictive period without
an exemption from the Canadian prospectus requirement.
This Announcement (including its Appendix) should be read in its entirety. In
particular, you should read and understand the information provided in the
"Important Notices" section and the detailed terms and conditions described in
the Appendix. Capitalised terms used in this Announcement shall have the
meaning given to them in the Appendix.
Details of the Subscription
Africa Oil Corp, a substantial shareholder in the Company, intends to enter
into a subscription agreement to subscribe for such number of Subscription
Shares at the Issue Price as equates to an aggregate subscription amount of
US$4 million, subject to Africa Oil Corp's resulting interest in Eco's share
capital as enlarged by the Equity Fundraise remaining below 20% (with the
number of Subscription Shares being reduced accordingly, if required, to
ensure that this is the case).
As insiders of the Company are expected to participate 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.
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 70
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 km(2) 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 km(2) 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 km(2).
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.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, 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 SECURITIES REFERRED TO HEREIN 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 will represent 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) in Norway, 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.
Appendix 1 to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in Appendix to this Announcement and to be providing the representations,
warranties, undertakings and acknowledgements contained in Appendix to this
Announcement.
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.
APPENDIXTERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
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. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF
IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK 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 ARE (I) PERSONS FALLING 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")
(II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC"), OR (C) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A),
(B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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 IN THE
UNITED STATES OF AMERICA. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
OF AMERICA, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN 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 PLACING SHARES IS BEING MADE IN THE
UNITED STATES OF AMERICA.
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 FUNDRAISE OR THE ACCURACY OR
ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE UNITED KINGDOM, CANADA, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not itself
constitute or form part of an offer to sell or issue or the solicitation of an
offer to buy or subscribe for securities referred to herein in any
jurisdiction including, without limitation, the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia) (the "United States"), Canada, Australia, New
Zealand, South Africa or Japan (each a "Restricted Territory") or in any other
jurisdiction where such offer or solicitation is unlawful. No public offering
of securities will be made in connection with the Placing in the any
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory or in any other jurisdiction in which such release,
publication or distribution is unlawful. The distribution of this Announcement
and the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"),
Echelon Wealth Partners Inc. ("Echelon") and SpareBank 1 Markets AS
("SpareBank") (together the "Joint Bookrunners"), or any of their respective
Affiliates, or any of their, or their respective Affiliates' partners,
unlimited partners (persӧnlich haftende Gesellschafter), directors, officers,
members, employees, agents or advisers which would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons distributing
any part of this Announcement must satisfy themselves that it is lawful to do
so. Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by each of the Company
and the Joint Bookrunners to inform themselves about, and to observe, any such
restrictions.
All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus under either the Prospectus Regulation
or the UK Prospectus Regulation, as applicable. This Announcement is being
distributed and communicated to persons in the United Kingdom only in
circumstances to which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or in any other
jurisdiction where such offer or sale is unlawful or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or other
entity created or organised in or under the laws of a Restricted Territory or
in any other jurisdiction where such offer or sale is unlawful.
NOTICE TO CANADIAN INVESTORS
No offer of securities is made pursuant to this Announcement in Canada except
to a person who has represented to the Company and the Joint Bookrunners 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 Company and the
Joint Bookrunners not in any way responsible) for compliance with applicable
securities laws in the resale of any Placing Shares.
**
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or any of their respective Affiliates, nor
any of their or their respective Affiliates' partners, unlimited partners
(persӧnlich haftende Gesellschafter), directors, officers, employees, agents
or advisers as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective Affiliates,
nor any of its, or their respective Affiliates', partners, unlimited partners
(persӧnlich haftende Gesellschafter), directors, officers, employees, agents
or advisers, makes any representation or warranty, express or implied to any
Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee (and any person acting on such Placee's
behalf) represents, warrants, undertakes, agrees and acknowledges (amongst
other things) that:
1. it is a Relevant Person and undertakes that it will
subscribe for, 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 which is subject to the Prospectus Regulation (each a "Relevant Member
State") who acquires any Placing Shares pursuant to the Placing:
it is an EEA Qualified Investor; and
in respect of any Placing Shares acquired by it as a financial intermediary,
as that term is used in Article 5(1) of the Prospectus Regulation:
the Placing Shares acquired by and/or subscribed for by it in the Placing will
not be acquired and/or subscribed for on a non-discretionary basis on behalf
of, nor will they be acquired or subscribed for with a view to their offer or
resale to persons in any Relevant Member State other than to EEA Qualified
Investors, or in circumstances which may give rise to an offer of securities
to the public other than an offer or resale in any Relevant Member State to
EEA Qualified Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each such proposed offer or resale; or
where Placing Shares have been acquired or subscribed for by it on behalf of
persons in any Relevant Member State other than EEA Qualified Investors, the
offer of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
3. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
it is a UK Qualified Investor; and
in respect of any Placing Shares acquired by it as a financial intermediary,
as that term is used in Article 5(1) of the UK Prospectus Regulation:
the Placing Shares acquired by and/or subscribed for by it in the Placing will
not be acquired and/or subscribed for on a non-discretionary basis on behalf
of, nor will they be acquired or subscribed for with a view to their offer or
resale to persons in the United Kingdom other than to UK Qualified Investors,
or in circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK Qualified
Investors, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale; or
where the Placing Shares have been acquired or subscribed for by it on behalf
of persons in the United Kingdom other than UK Qualified Investors, the offer
of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. that it and the person(s), if any, for whose account
or benefit it is subscribing for Placing Shares is not acquiring the Placing
Shares as part of any transaction or series of transactions that is part of a
plan or scheme to evade the registration requirements of the US Securities Act
and is currently, and at the time it subscribes for the Placing Shares will be
either (i) located outside the United States subscribing for the Placing
Shares as part of an "offshore transaction" as defined in and in reliance on
Regulation S under the US Securities Act, or (ii) if in the United States, a
qualified institutional buyer within the meaning of Rule 144A under the US
Securities Act and will have duly executed an investor letter in a form
provided to it and deliver the same to one of the Joint Bookrunners or its
Affiliates;
5. in the case of a person in Canada who acquires any
Placing Shares pursuant to the Placing:
it is an "accredited investor" within the meaning of section 1.1 NI 45-106 or
subsection 73.3(1) of the OSA, as applicable;
it is, or is deemed to be, purchasing the Placing Shares as principal for its
own account in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution; and
such person was not created or used solely to purchase or hold the Placing
Shares as an accredited investor under NI 45-106;
6. 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 not for distribution in
violation of applicable securities laws, and has the authority to make and
does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
7. 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 Announcement.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Joint Bookrunners will
commence an accelerated bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing by Placees.
The books will open with immediate effect following release of this
Announcement. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in connection with the
Placing. The Joint Bookrunners have today entered into an agreement with the
Company (the "Placing Agreement") under which, on the terms and subject to the
conditions set out therein, the Joint Bookrunners have agreed, as agents for
the Company, severally to use their respective reasonable endeavours to
procure Placees for Placing Shares at a price of £0.30 ( the "UK Placing
Price") per Placing Share (or for Placees in Canada CAN CDN$0.50 being the
Canadian dollar equivalent) (the "Placing Price") and as set out in the
Placing Agreement.
The number of Placing Shares in the Placing will be determined following
completion of the Bookbuild and set out in the term sheet to be entered into
between the Joint Bookrunners and the Company (the "Term Sheet"). The final
number of Placing Shares and their allocations will be decided at the close of
the Bookbuild. The timing of the closing of the bookbuild will be at the
discretion of the Company and the Joint Bookrunners. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuild.
In accordance with the terms and subject to the conditions in the Placing
Agreement, the Placing is not underwritten and in the event that subscribers
are not obtained for all or any of the Placing Shares (being the "Unplaced
Shares") or in the event of a default to make payment by any subscribers
procured by the Joint Bookrunners, there will be no obligation on any Joint
Bookrunner to subscribe for any Unplaced Shares or defaulted Placing Shares.
In addition, the Company is seeking to raise funds through the issue of the
Subscription Shares pursuant to the Subscription. The Subscription is not
being underwritten by the Joint Bookrunners or any other person. The Company
is also proposing to make an offer at the Placing Price of Retail Offer Shares
through the PrimaryBid platform to raise up to £2 million.
The Placing Shares, the Subscription Shares and the Retail Offer Shares have
been or will be duly authorised and will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing Common Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of the Common Shares after the date of issue of the
Placing Shares, the Subscription Shares or the Retail Offer Shares (as the
case may be). The Placing Shares, the Subscription Shares and the Retail
Offer Shares will be issued free of any encumbrances, liens or other security
interests.
Application for Admission to Trading on AIM and Listing on the TSX-V
Application will be made to the London Stock Exchange plc for the admission of
the Placing Shares, the Subscription Shares and the Retail Offer Shares to
trading on AIM ("Admission"). Application has also been made to the TSX
Venture Exchange ("TSX-V") to approve the issuance of the Placing Shares, the
Subscription Shares and the Retail Offer Shares.
It is expected that Admission will take place at 8.00 am on 11 April 2022 (or
such later date as may be agreed between the Company and the Joint
Bookrunners, provided that such date is no later than 8.00 am on the Long Stop
Date).
Participation in, and principal terms of, the Placing
1 The Joint Bookrunners are acting as joint
bookrunners on the Placing severally, and not jointly, nor jointly and
severally, as agents of the Company. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
one of the Joint Bookrunners. Each of the Joint Bookrunners and their
respective Affiliates are entitled to enter bids as principal in the
Bookbuild.
2 The Bookbuild, if successful, will establish the
number of Placing Shares which will be included in the Placing at the Placing
Price. The number of Placing Shares and the aggregate proceeds to be raised
through the Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild. The number of Placing Shares
will be announced on a Regulatory Information Service following the completion
of the Bookbuild.
3 To bid in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at the Placing Price. Bids in
the Bookbuild may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 6 below. Each of the Joint Bookrunners reserves
the right not to accept bids or to accept bids in part rather than in whole.
4 The Bookbuild is expected to close no later than 12
noon (London time) on 6 April 2022, being the first Business Day after the
date of this Announcement, but may be closed earlier or later, at the absolute
discretion of the Joint Bookrunners and the Company. The Joint Bookrunners
may, in agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon agreement of the
Joint Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its discretion.
5 Each Placee's allocation will be confirmed to
Placees either orally or by email by the relevant Joint Bookrunner following
the close of the Bookbuild. Subject to paragraph 9 below, the relevant
Bank's oral or email confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of such Joint Bookrunner(as an agent of the
Company) and the Company, under which such Placee agrees to subscribe for the
number of Placing Shares allocated to it and to pay the Placing Price for each
such Placing Share on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
6 Subject to paragraphs 2 and 3 above, the Joint
Bookrunners may choose to accept bids, either in whole or in part, on the
basis of allocations determined at their discretion and may scale down any
bids for this purpose on such basis as it may determine or be directed. The
Joint Bookrunners may also, notwithstanding paragraphs 2 and 3 above and
subject to the prior consent of the Company, (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers shall be at
the absolute discretion of the Company and the Joint Bookrunners. If within a
reasonable time after a request for verification of identity, the Joint
Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the drawee
bank or CREST account from which they were originally debited.
7 The allocation of Placing Shares to Placees located
in the United States shall be conditional on the execution by each Placee of
an investor representation letter (in the form required by the Joint
Bookrunners).
8 Each potential Placee located or resident in Canada
must qualify as an "accredited investor" under applicable Canadian securities
laws that has either executed and delivered, or will execute and deliver, a
Canadian Investor Letter and satisfy the eligibility requirements set forth
therein.
9 A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint Bookrunners'
and the Company's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the relevant
Bank, to pay it (or its assignee or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Bank.
10 Except as required by law or regulation, no press
release or other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written consent.
11 Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
settlement".
12 All obligations under the Bookbuild and the Placing
will be subject to satisfaction, fulfilment or (where applicable) waiver of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing Agreement".
13 By participating in the Bookbuild, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee.
14 To the fullest extent permissible by law, none of the
Joint Bookrunners, the Company or any of their respective Affiliates shall
have any responsibility or 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, none of the Joint
Bookrunners, nor the Company, nor any of their respective Affiliates shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the
Bookbuild or of such alternative method of effecting the Placing as the Joint
Bookrunners, their respective Affiliates and the Company may agree or
determine.
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 Joint
Bookrunners' obligations under the Placing Agreement with respect to the
Placing are conditional on certain conditions, including (without limitation):
1 Admission taking place not later than 8.00 a.m. in
London, United Kingdom on 11 April 2022 or such later date as is agreed in
writing between the Company and the Joint Bookrunners, but in any event not
later than 8.00 a.m. in London, United Kingdom on the Long Stop Date;
2 the release by the Company of the results of Placing
Results Announcement by not later than 1.00 p.m. in London, United Kingdom on
the first Business Day after the date of the Placing Agreement;
3 the Subscription Agreement having been duly executed
by the parties thereto and having become unconditional in all respects, save
for any conditions relating to Admission having occurred, and not having
lapsed or been breached, varied or terminated;
4 the Company having complied with certain of its
obligations under the Placing Agreement to the extent the same fall to be
performed prior to Admission;
5 the TSX-V granting conditional approval for the
issuance of the Placing Shares, the Subscription Shares and the Retail Offer
Shares prior to the proposed date for Admission.
If: (i) any of the conditions contained in the Placing Agreement, including
(without limitation) those detailed above, are not fulfilled or (where
applicable) waived by the Joint Bookrunners by the relevant time or date
specified (or such later time or date as the Company and the Joint Bookrunners
may agree, being not later than 8.00 am on the Long Stop Date); or (ii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect thereof.
The Joint Bookrunners may, in their absolute discretion acting jointly, waive
fulfilment of all or any of the conditions in the Placing Agreement in whole
or in part, or extend the time provided for fulfilment of one or more
conditions (to the extent that the Joint Bookrunners are permitted to waive
such condition pursuant to the Placing Agreement). Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
The Joint Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Joint Bookrunners nor any of their respective Affiliates, nor any
of its or their respective Affiliates' partners, unlimited partners
(persӧnlich haftende Gesellschafter), directors, officers, employees, agents
or advisers 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 or another person 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 Joint Bookrunners.
Termination of the Placing Agreement
The Joint Bookrunners are entitled at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including (without limitation) if:
1 the Company has failed, in any material respect, to
comply with any of its obligations under the Placing Agreement; or
2 any of the warranties given by the Company in the
Placing Agreement was not at the date of the Placing Agreement, or has since
ceased to be true and accurate or not misleading in a manner which a Joint
Bookrunner considers material in the context of the Placing; or
3 in the opinion of a Joint Bookrunner (acting in good
faith), there has occurred a Material Adverse Change (as defined in the
Placing Agreement) since the date of the Placing Agreement; or
4 the occurrence of certain market disruption or force
majeure events, each as specified in the Placing Agreement; or
5 the Subscription Agreement has been terminated or is
otherwise no longer in full force and effect.
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 oral confirmation by the Joint
Bookrunners following the close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners 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 Joint Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor either of
the Joint Bookrunners need make any reference to, or undertake any
consultation with, Placees and that neither they nor any of their respective
Affiliates, agents, directors, officers, or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
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 offering document,
prospectus or admission document has been or will be prepared or submitted to
be approved by the FCA (or any other authority including in Canada) in
relation to the Placing or the Placing Shares, and Placees' commitments will
be made solely on the basis of publicly available information taken together
with the information contained in this Announcement and any Exchange
Information (as defined below) previously published by or on behalf of the
Company simultaneously with or prior to the date of this Announcement.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Joint Bookrunners and the Company that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company (other than publicly available information) or
the Joint Bookrunners or their respective Affiliates or any other person and
none of the Joint Bookrunners nor the Company, nor any of their respective
Affiliates nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees that except
in relation to the information obtained in this Announcement it has relied on
its own investigation of the business, financial or other position of the
Company in making an offer to participate 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.
Lock-up
The Company has undertaken to each of the Joint Bookrunners that, between the
date of the Placing Agreement and 90 calendar days after Admission, it will
not, without the prior written consent of the Joint Bookrunners, enter into
certain transactions involving or relating to the Common Shares, other than
pursuant to the Placing, the Subscription Agreement, JHI Acquisition and the
Azinam Acquisition and subject to carve-outs agreed between the Joint
Bookrunners and the Company including for acquisitions made after 45 days
after AIM Admission.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners and that they need not make any reference to, or consult with,
Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: CA27887W1005)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. The Joint Bookrunners and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares to Placees by such
other means that they deem necessary if delivery or settlement is not
practicable in CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
In order to enable Placees in the United Kingdom to settle their securities
through CREST, the Company has appointed Computershare Investor Services
(Jersey) Limited to act as a depositary (the "Depositary") to hold the Common
Shares and issue dematerialised depositary interests representing the
underlying Common Shares ("Depositary Interests"). The Depositary will hold
the Common Shares on trust for the relevant Shareholders.
The Depositary Interests are independent English securities and held on a
register maintained by the Depositary. The Depositary Interests have the same
security code and ISIN number as the underlying Common Shares which they
represent and do not require a separate admission to AIM. Any references to
Placing Shares in this Announcement shall include any Depositary interests
issued in relation to the same.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will receive oral or email confirmation of the number of Placing
Shares to be allocated to it at the Placing Price, the aggregate amount owed
by such Placee to the relevant Joint Bookrunner (as agent for the Company) and
settlement instructions. It is expected that such confirmations will be issued
on or around 6 April 2022 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment for any Placing Shares is completed in accordance with
either the standing CREST or certificated settlement instructions that it has
in place with the relevant Bank.
The Company will deliver the relevant Placing Shares in accordance with the
Placing Agreement, to a CREST account operated by the relevant Joint
Bookrunner or by electronic deposit with CDS through the book-based system
administered by CDS (as applicable) as agent for the Company and each Joint
Bookrunner will enter its delivery (DEL) instruction into the CREST system or
CDS (as applicable). The Joint Bookrunners will hold any Placing Shares
delivered to this account as nominee for the relevant Placees procured by it.
The input to CREST or CDS by a Placee or Bank, as the case may be, of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee or Joint Bookrunner against payment.
It is expected that settlement of the Placing Shares will be on 11 April 2022
on a T+3 basis in accordance with the instructions given by the Joint
Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above Barclays Bank PLC as determined by the Joint
Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any stamp duty, stamp duty reserve tax or other stamp, securities,
transfer, registration, execution, documentary or other similar impost, duty
or tax (together with any interest or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. The foregoing is without
prejudice to any cause of action the Joint Bookrunners may have against a
defaulting Placee.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that details of the confirmed allocation are 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 to as provided
below, be so registered free from any liability to United Kingdom stamp duty
or United Kingdom stamp duty reserve tax. If there are any circumstances in
which any other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the allocation,
allotment, issue 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 of or agreement to transfer Placing Shares), none
of the Joint Bookrunners nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be and (for itself and for any such prospective Placee) with each of
the Joint Bookrunners (in their capacity as placing agents in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares the following:
1 it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for and
purchase of 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
undertakes not to redistribute, duplicate or otherwise transmit this
Announcement 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, other than information contained in this Announcement, in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2 that no offering document or prospectus or admission
document has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus Regulation and
it has not received and will not receive a prospectus, admission document or
other offering document in connection with Admission, the Bookbuild, the
Company, the Placing or the Placing Shares;
3 time is of the essence as regards its obligations
under this Announcement;
4 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 Joint Bookrunners;
5 that the Common Shares are admitted to trading on
AIM and listed on the TSX-V and that the Company is therefore required to
publish certain business and financial information in accordance with MAR, the
AIM Rules, TSX-V Policies, applicable Canadian securities laws, and other
applicable law and regulation ("Exchange Information"), 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 similar statements for
preceding financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange Information;
6 that none of the Joint Bookrunners nor the Company
nor any of their respective Affiliates nor any person acting on behalf of any
of them has provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the Placing or the
Company or any other person other than this Announcement, nor has it requested
any of the Joint Bookrunners, the Company, or any of their respective
Affiliates nor any person acting on behalf of any of them to provide it with
any such material or information;
7 unless otherwise specifically agreed with the
Company and the Joint Bookrunners, that it is not, and at the time the Placing
Shares are acquired neither it nor any beneficial owner on whose behalf it is
acquiring the Placing Shares will be, a resident of a Restricted Territory or
any other jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, subject to certain restrictions; and
further acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of the United
States or any other Restricted Territory and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in whole or in part, in, into or within those jurisdictions or in
any other country or jurisdiction where any such action for that purpose is
required;
8 that the content of this Announcement is exclusively
the responsibility of the Company and that none of the Joint Bookrunners nor
any of their respective Affiliates nor any person acting on their behalf has
or shall have any responsibility or liability for any information,
representation or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or any information previously published by or on behalf of the
Company or otherwise;
9 that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any other Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or investigations,
representations, warranties or statements made by the Joint Bookrunners or the
Company or any of their respective Affiliates and none of the Joint
Bookrunners nor the Company nor any of their respective Affiliates or any
person acting on any of their respective behalf will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement;
10 that it has relied on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the Placing and that none of the
Joint Bookrunners nor any of their respective Affiliates nor any person acting
on any of their respective behalf have made any representations to it, express
or implied, with respect to the Company, the Bookbuild or the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in respect
thereof;
11 that it has not relied on any information relating to
the Company contained in any research reports prepared by the Joint
Bookrunners or any of their respective Affiliates or any person acting on the
Joint Bookrunners' or any of their respective Affiliates' behalf and
understands that (i) none of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on their behalf has or shall have any
liability for public information or any representation; (ii) none of the Joint
Bookrunners nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any liability for any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and that (iii) none
of the Joint Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information,
whether at the date of publication, the date of this Announcement or
otherwise;
12 that 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 liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing Shares
would give rise to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
13 that it acknowledges that no action has been or will be
taken by the Company, the Joint Bookrunners, nor any person acting on behalf
of the Company, that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
14 that it and any person acting on its behalf is entitled
to acquire the Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
15 that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
16 that it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and the
Money Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations") and, if
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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received such
satisfactory evidence, the Joint Bookrunners may, in their absolute
discretion, terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Joint Bookrunners will be returned
without interest to the account of the drawee bank or CREST account from which
they were originally debited;
17 that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Joint Bookrunners and the Company 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). Each Placee
agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
18 if in a member state of the EEA and except as disclosed
in this Announcement under "Details of the Placing", that it is (i) an EEA
Qualified Investor and (ii) a "professional client" or an "eligible
counterparty" within the meaning set out in EU Directive 2014/65/EU on markets
in financial instruments (MIFID II), as implemented into national law of the
relevant EEA state;
19 if in the United Kingdom, that it is a UK Qualified
Investor and it 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;
20 that it has not distributed, forwarded, transferred or
otherwise transmitted, and will not distribute, forward, transfer or otherwise
transmit, this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
directly or indirectly, whether in whole or in part, in or into any Restricted
Territory or any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21 where it is acquiring the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the Placing
Shares for each managed account; and (b) it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account;
22 that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
23 if it is acting as a financial intermediary, as that
term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus
Regulation, as the case may be, that 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
member state of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in circumstances in which
the prior consent of the Joint Bookrunners and the Company has been given to
the proposed offer or resale;
24 that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the Prospectus Regulation;
25 that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of Article 2(d) of the UK Prospectus Regulation;
26 that any offer of Placing Shares may only be directed
at persons in member states of the EEA who are EEA Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to EEA Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Regulation;
27 that any offer of Placing Shares may only be directed
at persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the United Kingdom prior to
Admission except to UK Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus Regulation;
28 that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person;
29 that it has complied and will comply with all
applicable laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United Kingdom;
30 if it has received any inside information (as that term
is defined in MAR) about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged, required,
recommended or induced another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as permitted
by MAR, prior to the information being made publicly available;
31 that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to it; (ii) it
has paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Joint Bookrunners, any of their respective
Affiliates or any person acting on their behalf being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws and regulations in
the jurisdiction of its residence, the residence of the Company, or otherwise;
32 it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out herein and, in the
case of the Placing Shares, against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as the Joint Bookrunners and the Company may in their absolute discretion
determine and without liability to such Placee. It will, however, 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;
33 that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
34 that its participation in the Placing will not cause
its (or its associates) aggregate shareholding in the Company to be 10% or
more of the issued share capital of the Company;
35 that none of the Company, the Joint Bookrunners nor any
of their respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the suitability or
merits 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 Joint Bookrunners and that the Joint Bookrunners do not
have any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
36 that it acknowledges that 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,
and the Placing Shares are not being offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The Placing Shares have
not been approved or disapproved by the U.S. 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. No prospectus will be cleared or approved in respect of the
Placing Shares under the securities laws of any Restricted Territory and,
subject to certain exceptions, the Placing Shares may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, in
whole or in part, in, into or within the United States or any other Restricted
Territory, or in any country or jurisdiction where any action for that purpose
is required;
37 that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. None of the Joint Bookrunners, nor the Company nor any of their
respective Affiliates will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together with any
interest or penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
each of the Joint Bookrunners, the Company and any of their respective
Affiliates and any person acting on their respective behalf in respect of the
same on an after-tax basis on the basis that the relevant Placing Shares will
be allotted to the CREST stock account of the relevant Joint Bookrunner who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
38 that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
agreements, except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Joint Bookrunners or the Company in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
39 that each of the Joint Bookrunners, the Company and
their respective Affiliates and others will rely upon the truth and accuracy
of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of the Joint
Bookrunners on their own behalf and on behalf of the Company and are
irrevocable and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement are given to each Joint
Bookrunner for itself and on behalf of the Company and will survive completion
of the Placing and Admission. The Placee irrevocably authorises each of the
Joint Bookrunners and the Company to produce this Announcement, pursuant to,
in connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein;
40 that it will indemnify on an after-tax basis and hold
each of the Joint Bookrunners, the Company and their respective Affiliates and
any person acting on their behalf harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of,
directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix;
41 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to the Joint Bookrunners;
42 acknowledges that it irrevocably appoints any employee
of the Joint Bookrunners as its agent for the purposes 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 agreed to be taken up by it under the Placing;
43 that it acknowledges that its commitment to acquire
Placing Shares on the terms set out herein and in the oral or email trade
confirmation (as the case may be) will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners' conduct of
the Placing or any of them;
44 that in making any decision to acquire the Placing
Shares (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares, (ii) it is experienced in investing in securities of this nature in
the Company's sector and is aware that it may be required to bear, and is able
to bear, the economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its Affiliates
taken as a whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved and not upon any
view expressed or information provided by or on behalf of the Joint
Bookrunners or any of their respective Affiliates, (iv) it has had sufficient
time and access to information to consider and conduct its own investigation
with respect to the offer and purchase of the Placing Shares, including the
legal, regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary for the purposes of its
investigation; (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and it will not look to
the Company, the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or losses it or
they may suffer; and (vi) has no need for liquidity with respect to its
investment in the Placing Shares and is able to bear the economic and
financial risk of an investment in the Company for an indefinite period of
time;
45 that it acknowledges and agrees that none of the Joint
Bookrunners nor the Company owe any fiduciary or other duties to it or any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
46 understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on their
respective behalf may or may not have conducted with respect to the Company
and its Affiliates or the Placing and the Joint Bookrunners and their
respective Affiliates have not made any representation or warranty to it,
express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the Joint Bookrunners or any of their respective Affiliates
for the purposes of this Placing;
47 that it acknowledges and agrees that it will not hold
any of the Joint Bookrunners nor any of their respective Affiliates nor any
person acting on their behalf responsible or liable for any misstatements in,
or omissions from, any publicly available information relating to the Group,
including without limitation the Exchange Information, or information made
available (whether in written or oral form) relating to the Group (the
"Information") and that none of the Joint Bookrunners nor any person acting on
behalf of any Joint Bookrunner makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
48 that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates acting as an investor for
its own account may take up Common Shares in the Company and in that capacity
may retain, purchase or sell for its or their own account such Common Shares
in the Company and any securities of the Company or related investments and
may offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to any Joint Bookrunner
and any of their respective Affiliates acting in such capacity. In addition,
the Joint Bookrunners or any of their respective Affiliates may enter into
financing arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which such Joint Bookrunners or
any of their respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares. None
of the Joint Bookrunners nor any of their respective Affiliates intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
49 that it, and the person(s), if any, for whose account
or benefit it is subscribing for Placing Shares, understands that the Placing
Shares have not been and will not be registered under the US Securities Act or
under the securities laws of any state or other jurisdiction in the United
States and are not being sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act;
50 that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling efforts" in the
United States as defined in Regulation S, or any form of general solicitation
or general advertising (within the meaning set out in Rule 502 of Regulation D
under the US Securities Act) nor is it subscribing for and/or purchasing
Placing Shares after any offer was targeted at identifiable groups of U.S.
citizens abroad, such as members of the U.S. armed forces serving overseas;
51 that it will not distribute any document relating to
the Placing Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as to which
it has the authority to make the statements set out herein and is a qualified
investor) for investment purposes only and it does not have any contract,
understanding or arrangement with any person to sell, pledge, transfer,
deliver or grant a participation therein to such person or any third person
with respect of any Placing Shares;
52 that it will not offer or sell, directly or indirectly,
any of the Placing Shares in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act;
53 that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time of it
subscribes for the Placing Shares will be either (a) outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in
and pursuant to Regulation S; or (b) if in the United States, a qualified
institutional buyer within the meaning of Rule 144A under the US Securities
Act and will have duly executed an investor letter in a form provided to it
and deliver the same to one of the Joint Bookrunners or its Affiliates and
understands that the Placing Shares are "restricted securities" under the US
Securities Act with significant restrictions on transfer and may not be
offered or sold by it unless the Placing Shares are registered under the US
Securities Act, or an exemption from the registration requirements of the US
Securities Act is available;
54 that it, and the person(s), if any, for whose account
or benefit it is subscribing for Placing Shares is not acquiring the Placing
Shares as part of any transaction or series of transactions that is part of a
plan or scheme to evade the registration requirements of the US Securities
Act;
55 that, it and the person(s), if any, for whose account
or benefit it is subscribing for the Placing Shares is not acquiring Placing
Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into the United
States or in violation of the US Securities Act;
56 if it is a person in Canada, that it is an "accredited
investor" as such term is defined in section 1.1 of NI 45-106 or, in Ontario,
as such term is defined in section 73.3(1) of the OSA and that prior to the
expiry of a period of four months and one day from the date of issuance to
the Placee of the Common Shares, will not offer or sell any Placing Shares to
persons in Canada or through the facilities of the TSX-V.
57 if it is a person not resident in Canada that prior to
the expiry of a period of four months and one day from the date of issuance to
the Placee of the Common Shares, will not offer or sell any Placing Shares to
persons in Canada or through the facilities of the TSX-V.
58 the Company is relying on an exemption from the
requirement to provide the Placee with a prospectus under applicable Canadian
securities laws and, as a consequence of acquiring the Placing Shares pursuant
to such exemption: (i) certain protections, rights and remedies provided by
applicable Canadian securities laws, including statutory rights of rescission
and certain statutory remedies against an issuer, underwriters, auditors,
directors and officers that are available to investors who acquire securities
offered by a prospectus, will not be available to the Placee; (ii) the common
law may not provide investors with an adequate remedy in the event that they
suffer investment losses in connection with securities acquired in a private
placement; (iii) the Placee may not receive information that would otherwise
be required to be given under applicable Canadian securities laws, and (iv)
the Company is relieved from certain obligations that would otherwise apply
under applicable Canadian securities laws;
59 it acknowledges that the Placing Shares will be subject
to a statutory hold (restricted sale) period in Canada for a period of four
months following the completion of the Placing and will be embedded, whether
through an electronic deposit system, an ownership statement or on
certificates that may be issued, with a restrictive legend under applicable
Canadian securities laws substantially in the following form (and with the
necessary information inserted):
"Unless permitted under securities legislation, the holder of this security
must not trade the security before ● 2022." [Date will be four months and
one day after the closing of the Placing]
60 that it acknowledges that the distribution of the
Placing Shares in Canada is being made on an exempt distribution basis and
that any resale of the Placing Shares in Canada must be made through an
appropriately registered dealer or in accordance with an available exemption
from the dealer registration requirements of applicable Canadian securities
laws, and in accordance with, or pursuant to an exemption from, the prospectus
requirements of such laws;
61 none of the Company nor the Joint Bookrunners, nor any
of their respective nor any of their respective Affiliates, or any of their,
or their respective Affiliates' partners, unlimited partners (persӧnlich
haftende Gesellschafter), directors, officers, members, employees, agents or
advisers has made any written or oral representation: (i) that any person will
resell or repurchase the Placing Shares; (ii) that any person will refund all
or any part of the purchase price for the Placing Shares; or (iii) as to the
future price or value of the Placing Shares;
62 the funds representing the purchase price which will be
advanced by the Placee to the Joint Bookrunners and/or the Company hereunder
will not represent proceeds of crime for the purposes of the Proceeds of Crime
(Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") and
the Placee acknowledges that the Company may in the future be required by law
to disclose the Placee's name and other information relating to its purchase
in the Placing, on a confidential basis, pursuant to the PCMLTFA. To the best
of its knowledge (a) none of the funds to be provided by the Placee (i) have
been or will be derived from or related to any activity that is deemed
criminal under the law of Canada, the United States, or any other
jurisdiction, or (ii) are being tendered on behalf of a person or entity who
has not been identified to the Placee, and (b) the Placee shall promptly
notify the Company if the Placee discovers that any of such representations
ceases to be true, and to provide the Company with appropriate information in
connection therewith;
63 it understands that certain personal information may be
collected by the Company for the purposes of completing the Placing, which
includes, without limitation, determining its eligibility to purchase the
Placing Shares under Canadian securities laws and other applicable securities
laws and completing filings required by any securities commission or other
regulatory authority; that its personal information may be disclosed by the
Company to: (i) securities commissions or stock exchanges, (ii) the Canada
Revenue Agency or other taxing authorities, and (iii) any of the other parties
involved in the Placing, including legal counsel to the Company, the Joint
Bookrunners and any dealer who sells Placing Shares to such Placee and may be
included in record books in connection with the Placing; and that by
purchasing the Placing Shares, it will be deemed to have consented to the
foregoing collection, use and disclosure of its personal information and the
filing of copies or originals of any of its documents submitted hereunder as
may be required to be filed with any securities commission or stock exchange
in connection with the transactions contemplated hereby;
64 it understands that certain information provided by it,
including its name, address, telephone number and email address, the number of
Placing Shares being purchased, the exemption being relied upon by it in
purchasing the Placing Shares and its registrant or insider status, if
applicable, will be disclosed to the applicable securities regulatory
authorities, such information is being collected by such securities regulatory
authorities under the authority granted to each of them under securities
legislation and it will be deemed to have authorised the indirect collection
of such information by such securities regulatory authorities. This
information is being collected for the purposes of the administration and
enforcement of the securities legislation of such jurisdictions. In the event
the Placee has any questions with respect to the indirect collection of such
information by such securities regulatory authorities and regulators, it
should contact the applicable securities regulatory authority or regulator
using the contact information set out below:
British Columbia Securities Commission Alberta Securities Commission
P.O. Box 10142, Pacific Centre
Suite 600, 250 - 5(th) Street SW
701 West Georgia Street
Calgary, Alberta T2P 0R4
Vancouver, British Columbia V7Y 1L2
Telephone: (403) 297-6454
Inquiries: (604) 899-6854
Toll free in Canada: 1-877-355-0585
Toll free in Canada: 1-800-373-6393
Facsimile: (403) 297-2082
Facsimile: (604) 899-6581
Public official contact: FOIP Coordinator
Email: FOI-privacy@bcsc.bc.ca
Public official contact: FOI Inquiries
Ontario Securities Commission
20 Queen Street West, 22(nd) Floor
Toronto, Ontario M5H 3S8
Telephone: (416) 593- 8314
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Email: Exemptmarketfilings@osc.gov.on.ca
Public official contact: Inquiries Officer
65 if required by applicable Canadian securities laws
(including any policies of the TSX-V), it will execute, deliver and file or
assist the Company in filing such reports, undertakings and other documents
relating to the purchase of the Placing Shares as may be required;
66 that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and/or its
Affiliates for which they would have received customary fees and commissions
and that each of the Joint Bookrunners and their respective Affiliates may
provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Joint Bookrunners (for their own benefit and, where relevant,
the benefit of their respective Affiliates and any person acting on their
behalf) and are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents or nominees, direct from the Company for the Placing Shares in
question. None of the Company or the Joint Bookrunners will be responsible for
any UK stamp duty or UK stamp duty reserve tax or any other transfer taxes
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. None of the Joint Bookrunners nor the Company are liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes ("transfer taxes") or related interest, fines or penalties that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale
of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf 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 transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold the Joint Bookrunners, the
Company, their respective Affiliates and any person acting on any of their
respective behalf harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability
arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any Joint Bookrunners or any of their respective Affiliates may,
at their absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares. Each Placee acknowledges and is aware that the
Joint Bookrunners are receiving a fee in connection with their role in respect
of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules, as a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and will be used
by the Joint Bookrunners in the course of its own business, and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Joint Bookrunners and the Company under these
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, the Placee may be asked to
disclose in writing or orally to the Joint Bookrunners the jurisdiction in
which the funds are managed or owned.
Each Placee may be asked to disclose in writing or orally to the Joint
Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission has the meaning given to in in Appendix 1 of this Announcement.
Affiliate has the meaning given in Rule 501(b) of Regulation D under the US Securities
Act or Rule 405 under the US Securities Act, as applicable and, in the case of
the Company, includes its subsidiary undertakings.
AIM the AIM Market operated by the London Stock Exchange Plc
AIM Rules means the AIM Rules for Companies published by the London Stock Exchange plc.
Announcement means this announcement (including its Appendices).
Azinam Acquisition means the acquisition by the Company of Azinam Group Limited pursuant to a
share purchase agreement entered between the Company and Azinam Group Holdings
Limited on 7 February 2022.
Azinam Blocks means Block 2B and Blocks 3B/4B offshore South Africa.
Berenberg Means Joh. Berenberg, Gossler & Co. KG, London Branch a limited
partnership registered in Germany (registered number HRA 42659) whose
registered office is Neuer Jungfernstieg 20, 20354 Hamburg, Germany acting
through its London branch at 60 Threadneedle Street, London EC2R 8HP (together
with any affiliate providing services to the Company);
Bookbuild means the accelerated bookbuilding process to be commenced by the Joint
Bookrunners to use reasonable endeavours to procure Placees for the Placing
Shares, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement.
Business Day means any day, other than a Saturday or Sunday, when clearing banks are open
for business in London, United Kingdom, Toronto, Canada and New York, United
States of America;
CDS means the Canadian Depository for Securities Ltd.
Common Shares means the common shares of no par value in the Company.
Company Means Eco (Atlantic) Oil & Gas Ltd (company number CO926072) a company
incorporated in British Columbia with registered number CO926072 whose
registered office is at Suite 1700, Park Place, 666 Burrard Street, Vancouver,
BC V6C 2X8, Canada.
CREST means the relevant system (as defined in theCREST Regulations ) in respect of
which Euroclear is the Operator (as defined in the CREST Regulations) in
accordance with which securities may be held and transferred in uncertificated
form.
CREST Regulations means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as
amended from time to time
Directors means the directors of the Company for the time being
Depositary has the meaning given to it in Appendix 1.
Depositary Interests has the meaning given to it in Appendix 1.
DTRs means the Disclosure Guidance and Transparency Rules sourcebook published by
the FCA from time to time
Echelon mean Echelon Wealth Partners Inc a company registered in Canada with
registration number 32420 whose registered office is at Brookfield Place, 181
Bay Street, Suite 2500, Toronto, ON, M5J 2T3 (together with any affiliate
providing services to the Company).
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the Prospectus
Regulation.
Euroclear means Euroclear UK & Ireland Limited, a company incorporated under the
laws of England and Wales.
Equity Fundraise means the Placing, the Subscription and the Retail Offer
Equity Fundraise Shares means the Placing Shares, the Subscription Shares and the Retail Offer Shares
Exchanges means the LSE and TSX-V and "Exchange" shall be construed accordingly
Exchange Information has the meaning given to in in Appendix 1 of this Announcement.
FCA or Financial Conduct Authority means the UK Financial Conduct Authority.
FSMA means the Financial Services and Markets Act 2000 (as amended, including any
regulations made pursuant thereto).
Group means the Company and its subsidiary undertakings.
JHI Acquisition means the proposed acquisition by the Company of JHI Associates Inc. pursuant
to the terms of the commercially binding term sheet dated 14 March 2022.
Joint Bookrunners means Berenberg, SpareBank and Echelon in in their roles as joint bookrunners
for the Company and "Joint Bookrunner" shall be construed accordingly.
London Stock Exchange or LSE means London Stock Exchange plc.
Information has the meaning given to in in Appendix 1 of this Announcement.
Long Stop Date means 22 April 2022.
MAR means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Order has the meaning given to it in the main body of this Announcement.
PCMLTFA has the meaning given to in in Appendix 1 of this Announcement.
Placee means any person procured by any of the Joint Bookrunners (acting as agents
for and on behalf of the Company), on the terms and subject to the conditions
of the Placing Agreement, to subscribe for the Placing Shares pursuant to the
Placing.
Placing has the meaning given to it in the main body of this Announcement.
Placing Agreement has the meaning given to it in Appendix I to this Announcement.
Placing Documents means any press announcement, presentation materials and any other document
published or issued by or on behalf of the Company for the purposes of the
Placing or the applications for Admission (including any amendments and
supplements to the foregoing).
Placing Price has the meaning given to it in the main body of this Announcement.
Placing Results Announcement means the announcement of the results of the Bookbuild via a Regulatory
Information Service;
Placing Shares has the meaning given to it in the main body of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129.
Publicly Available Information means the information contained in this Announcement and any information
publicly announced through a Regulatory Information Service by or on behalf of
the Company on or prior to the date of this Announcement;
Regulations has the meaning given to it in Appendix 1 of this Announcement.
Regulation S means Regulation S promulgated under the US Securities Act.
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix 1 of this Announcement.
Restricted Territory means the United States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan.
Shareholders means shareholders of the Company
SpareBank means SpareBank 1 Markets AS.
Strand Hanson means Strand Hanson Limited, a company incorporated in England and Wales with
registration number 02780169 whose registered office is at 26 Mount Row,
London, England, W1K 3SQ.
Subscription means the subscription by Africa Oil Corp for the Subscription Shares.
Subscription Agreement means the subscription agreement to be entered into between the Company and
Africa Oil Corp in relation to the l Subscription.
Subscription Shares means the new Common Shares proposed to be issued by the Company pursuant to
the Subscription Agreement.
subsidiary has the meaning given to that term in the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in the Companies Act 2006.
Term Sheet means the term sheet as may be executed by the Company and the Joint
Bookrunners.
Terms and Conditions means the terms and conditions of the Placing set out in Appendix I to this
Announcement.
transfer taxes means stamp duty or stamp duty reserve tax or any other similar duties or
taxes.
TSX-V has the meaning given to it in the main body of this Announcement.
TSX-V Policies means the policies of the TSX-V.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST.
UK Qualified Investor means qualified investors as defined in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland.
United States means the United States of America, its territories and possessions, any state
of the United States and the District of Columbia.
US Securities Act means the U.S. Securities Act of 1933, as amended.
Unless otherwise indicated in this Announcement, all references to "",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK. All references to "U.S.$","$" or
"dollars" are to the lawful currency of the United States of America. All
references to "CDN$", or "Canadian dollars" are to the lawful currency of
Canada.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUPUQACUPPGAARecent news on Eco (Atlantic) Oil & Gas
See all newsREG - Eco (Atlantic) O&G - Holding(s) in Company
AnnouncementREG - Eco (Atlantic) O&G - Holding(s) in Company
AnnouncementREG - Eco (Atlantic) O&G - Results for three & nine months ended 31 Dec 2024
AnnouncementREG - Eco (Atlantic) O&G - Holding(s) in Company
AnnouncementREG - Eco (Atlantic) O&G - Company Incentive Plan – Grant of RSUs
Announcement