REG - Greatland Gold PLC - Proposed Placing and Subscription
18/11/2021 16:45
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RNS Number : 8833S Greatland Gold PLC 18 November 2021
18 November 2021
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GREATLAND GOLD
PLC.THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Greatland Gold plc
("Greatland" or "the Company")
Proposed Placing and Subscription
Greatland Gold plc (AIM:GGP), a mining development and exploration company
with a focus on precious and base metals, is pleased to announce that it
intends to raise a minimum amount of approximately US$10 million (£7.4
million) by way of a Placing, Subscription and Retail Offer (as defined below)
at a price of 14.5p per new Ordinary Share (the "Issue Price").
The placing of new ordinary shares of nominal value £0.001 each in the
capital of the Company (the "Placing Shares") will be conducted through an
accelerated bookbuild process (the "Bookbuild"), which will be launched
immediately following release of this announcement (the "Announcement") and
will be made available to new and existing eligible institutional investors
(the "Placing"). The Placing is subject to the Terms and Conditions set out in
the Appendix to this Announcement.
In conjunction with the Placing, the Company announces its intention to raise
gross proceeds of up to US$145,000 (£107,000) at the Issue Price by means of
a direct subscription of New Ordinary Shares (the "Subscription Shares") by
directors and officers of the Company (the "Subscription").
The Directors recognise the importance of giving retail shareholders and
investors an opportunity to participate in the Company's ongoing funding
should they be unable to participate in the Placing. Consequently, in
conjunction with the Placing and Subscription, there will be an offer made by
the Company on the PrimaryBid platform of new ordinary shares in the Company
(the "Retail Offer Shares") at the Issue Price (the "Retail Offer"), to
provide certain retail investors with an opportunity to participate in the
Fundraise. A separate announcement will be made shortly regarding the Retail
Offer and its terms (the Placing, the Subscription and Retail Offer together
the "Fundraise").
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and
Canaccord Genuity Limited ("Canaccord") are acting as joint bookrunners
(together being the "Joint Bookrunners") and SI Capital Ltd ("SI Capital") is
acting as lead manager ("Lead Manager") in connection with the Placing.
Summary and Highlights of the Fundraise
§ Intention to conduct a Fundraise utilising its existing authorities to
raise minimum gross proceeds of approximately US$10 million (approximately
£7.4 million) at the Issue Price
§ The Issue Price represents a discount of approximately 10.5 per cent. to
the closing mid-market share price per New Ordinary Share on 17 November 2021,
being the last practicable date prior to publication of this Announcement
§ The Company intends to use the net proceeds of the Fundraise to:
§ fast track the development of the Company's flagship asset, the Havieron
gold-copper deposit ("Havieron"), in conjunction with joint venture partner
Newcrest Mining Limited ("Newcrest");
§ execute the resource growth roadmap including growth drilling at Havieron
and to explore the wider Havieron breccia system;
§ accelerate exploration activities on the Company's 100%-owned licenses to
target new discoveries similar to Havieron in the Paterson region; and
§ to pay certain costs associated with working capital and general corporate
purposes.
§ The Company intends to use any net proceeds from the Fundraise in excess of
US$10 million to accelerate Havieron growth drilling expenditure and
accelerate certain planned exploration activities on Greatland's 100% owned
tenements.
§ The Company is concurrently progressing discussions with several Tier 1
global banks with the aim of providing significant additional funding to the
Company for the development of Havieron in the medium-term. To date, the
Company has received several indicative term sheets from banks and discussions
are ongoing. The Company will continue to update the market on progress as
appropriate.
§ The Directors and Officers of the Company intend to subscribe for an
aggregate of US$145,000 (approximately £107,000), including Shaun Day, Chief
Executive Officer who intends to subscribe for 375,000 Subscription Shares.
§ The final number of Placing Shares, Subscription Shares and Retail Offer
Shares issued pursuant to the Fundraise will be determined following the close
of the Bookbuild.
Shaun Day, Chief Executive Officer of Greatland Gold plc, commented:
"Successful completion of this raising will be a significant milestone in the
growth of Greatland. The raising forms part of our strategy of delivering
value to our shareholders through the ongoing development of Havieron and our
broader exploration portfolio. We are particularly excited by the opportunity
to fast track some of our development initiatives through this financing.
The Greatland team appreciates the participation of our existing shareholders
for their continued support, as well as welcome new investors, that may
participate and join us in this journey. We look forward to continued success
for the benefit of all our shareholders."
Enquiries:
Greatland Gold PLC +44 (0)20 3709 4900
Shaun Day info@greatlandgold.com
www.greatlandgold.com
SPARK Advisory Partners Limited (Nominated Adviser) +44 (0)20 3368 3550
Andrew Emmott/James Keeshan
Berenberg (Joint Bookrunner) +44 (0)20 3207 7800
Matthew Armitt/ Varun Talwar/Alamgir Ahmed/Detlir Elezi
Canaccord Genuity (Joint Bookrunner) +44 (0)20 7523 8000
James Asensio/Patrick Dolaghan
SI Capital Limited (Lead Manager) +44 (0)14 8341 3500
Nick Emerson/Alan Gunn
Primary Bid enquiries@primarybid.com
Charles Spencer/James Deal
Luther Pendragon (Media and Investor Relations) +44 (0)20 7618 9100
Harry Chathli/Alexis Gore
Background to the Fundraise
Corporate Background
The Company is a leading mining development and exploration company with a
focus on precious and base metals. The Company's flagship asset is a
joint-venture interest in the potentially world-class Havieron gold-copper
deposit in the Paterson region of Western Australia, discovered by Greatland
and presently under development in joint venture with Newcrest Mining Ltd.
Havieron is located approximately 45km east of Newcrest's Telfer gold mine
and, subject to a positive decision to mine, will leverage the existing
infrastructure and processing plant to significantly reduce the project's
capital expenditure and carbon impact for a low-cost pathway to development.
An extensive growth drilling programme is presently underway at Havieron with
a maiden Pre-Feasibility Study released on the South-East crescent on
12 October 2021. Construction of the box cut and decline to develop the
Havieron deposit commenced in February 2021.
Greatland has a proven track record of discovery and exploration success. It
is pursuing the next generation of tier-one mineral deposits by applying
advanced exploration techniques in under-explored regions. The Company is
focused on safe, low-risk jurisdictions and is strategically positioned in the
highly prospective Paterson region. Greatland has a total of six projects
across Australia with a focus on becoming a multi-commodity mining company of
significant scale.
Background to Havieron
Since its discovery by Greatland in 2018, Havieron has become established as
one of the most promising long-life gold-copper deposits in development
worldwide. It has provided Greatland with a strategic position in the Paterson
Province of Western Australia, one of the key frontiers for the discovery of
tier-one gold-copper deposits.
On 12 October 2021, the Company announced the results of a Stage 1
Pre-Feasibility Study ("PFS") covering Havieron's South-East Crescent. Despite
only covering 28% of the initial Mineral Resource, the PFS confirmed robust
project economics from the first 14 Mt of ore in the zone. Highlights of the
PFS include:
§ Economics(1) support the total project capex while generating strong early
cash flow, IRR and payback
§ Low upfront capital - Greatland share of US$73m(2)
§ Outstanding low-cost operations, AISC US$643/oz(1,3) with further
opportunity to reduce
§ Internal Rate of Return of 27% (real IRR, after tax)(1,4)
§ Payback period of 3.0 years(1,5)
§ High grades of 4.58g/t Au Eq(1,6)
§ Capital efficient, low environmental impact with underground mining and use
of existing Telfer processing facility for majority of plant infrastructure
§ 17% of revenues estimated to be generated from copper production
§ The PFS demonstrates that including additional existing Inferred Mineral
Resource allows for an circa 3Mtpa or greater operation
1. PFS economics are on 100% project basis unless otherwise specified.
All assumptions are consistent with Newcrest PFS figures except for macro
price assumptions of US$1,750 Gold, US$4.08Ib Copper, and USD:AUD 72c, applied
by Greatland. The project economics do not include any estimate the tolling
arrangement whereby capital expenditure such as upgrades to the processing
plant at Telfer will be paid for by Newcrest 100% and Greatland will pay a
capital contribution and tolling margin to Newcrest as part of the proposed
tolling arrangement.
2. Net of Greatland's US$ 50m existing debt facility
3. Total operating costs includes mining costs, processing costs,
infrastructure costs and general and administrative costs
4. Using a discount factor of 4.5% (real)
5. Payback is the earliest date that net accumulated free cash flow is
equal to zero. This is calculated from first commercial production which is
defined as the expected commencement date of saleable gold production
6. The gold equivalent (AuEq) is based on assumed prices of
US$1,300/oz Au and US$3.00/lb Cu for Ore Reserve and assumed prices of
US$1,400/oz Au and US$3.40/lb Cu for Mineral Resource, which equates to a
formula of approximately AuEq = Au (g/t) + 1.6 * Cu (%)
Drilling results since the release of the PFS continue to support the
potential for resource expansion at Havieron with 90,000 metres of growth
drilling targeted to be complete by 30 June 2022. An updated mineral resource
estimate for Havieron is expected by the first quarter of 2022, targeting a
material increase to mineral resources reported in the Maiden Resource
Estimate on 10 December 2020. Both Early Works construction activities and
Feasibility Study work by Newcrest continue to progress. Significant upside
opportunities are being assessed with a view to increasing the scale and life
of Havieron as well as adopting alternative, lower cost, mining methods. The
Feasibility Study remains on track to be delivered in the December quarter of
2022.
Other funding opportunities
The Company has entered into a US$50 million loan agreement with Newcrest, the
terms of which were announced by the Company on 30 November 2020.
Greatland also announces that the Company is concurrently progressing
discussions with several Tier 1 global banks with the aim of providing
significant additional funding to the Company for the development of Havieron
in the medium-term. To date, the Company has received several indicative term
sheets from banks and discussions are ongoing. The Company will continue to
update the market on progress as appropriate.
Details of the Placing
The Placing will be conducted through a Bookbuild which will launch
immediately following this announcement. The Placing is subject to the Terms
and Conditions set out in the Appendix to this Announcement. The Issue Price
is 14.5p per New Ordinary Share.
The final number of Placing Shares will be determined following the close of
the Bookbuild. The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary shares in
the capital of the Company.
The Company reserves the right to increase or reduce the amount proposed to be
raised pursuant to the Placing, in agreement with the Joint Bookrunners. The
timing of the closing of the book and allocations are at the absolute
discretion of the Joint Bookrunners and the Company. Details of the number of
Placing Shares and Retail Offer Shares will be announced as soon as
practicable after the close of the Bookbuild.
Application will be made to the London Stock Exchange for the admission of the
Placing Shares to trading on AIM ("Admission"). It is expected that Admission
of the Placing Shares to trading on AIM will take place on or around 24
November 2021.
IMPORTANT NOTICES
Terms defined at the end of this announcement have the meaning given thereto
when used in this announcement.
This announcement is not an offer to sell or a solicitation of any offer to
buy the Placing Shares in the United States, Australia, Canada, New Zealand or
the Republic of South Africa, Japan, or in any other jurisdiction where such
offer or sale would be unlawful.
This communication is only addressed to, and directed 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 also (i) persons falling
within the definition of "investment professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc) of the order, or
(c) if in Australia, persons who are either (i) sophisticated investors within
the meaning of section 708(8) of the Australian Corporations Act 2001 (cth)
("Corporations Act"), (ii) an experienced investor meeting the criteria in
section 708(10) of the Corporations Act or (iii) a "professional investor"
within the meaning of section 708(11) of the Corporations Act (all such
persons referred to above as "Wholesale Investors") or (d) persons to whom it
may otherwise be lawfully communicated (all such persons referred to in (a),
(b), (c) and (d) above together being referred to as "Relevant Persons"). This
communication must not be acted on or relied on by persons who are not
relevant persons.
Except as otherwise expressly agreed with the Joint Bookrunners and the
Company, this announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale 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, 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
securities act and in compliance with any applicable securities laws of any
state or other jurisdiction of the united states. the placing shares are only
being offered and sold (i) outside the united states in "offshore
transactions" as defined in and pursuant to regulation s under the us
securities act ("Regulation S"); or (ii) within the United States to certain
qualified institutional buyers as defined in rule 144a under the US Securities
Act in transactions not involving a public offering in the United States.
The securities referred to herein 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.
The merits or suitability of any securities must be independently determined
by the recipient on the basis of its own investigation and evaluation of the
proposed investment trust. Any such determination should involve, among other
things, an assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment decision. This
announcement does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available relevant
information before making any investment. This announcement does not
constitute and may not be construed as an offer to sell, or an invitation to
purchase or otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of investment
advice by any party. No information in this announcement should be construed
as providing financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax and other
advisers in evaluating the investment opportunity. No reliance may be placed
for any purposes whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient.
The information and opinions contained in this announcement are provided as at
the date of the document and are subject to change and no representation or
warranty, express or implied, is or will be made in relation to the accuracy
or completeness of the information contained herein and no responsibility,
obligation or liability or duty (whether direct or indirect, in contract, tort
or otherwise) is or will be accepted by the Company, Canaccord, Berenberg or
any of their affiliates or by any of their respective officers, employees or
agents in relation to it. No reliance may be placed for any purpose whatsoever
on the information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been approved by any
competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is
speculative, involves a high degree of risk, and could result in the loss of
all or substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person. The returns set out in this document are targets only. There
is no guarantee that any returns set out in this document can be achieved or
can be continued if achieved, nor that the Company will make any distributions
whatsoever. There may be other additional risks, uncertainties and factors
that could cause the returns generated by the Company to be materially lower
than the returns set out in this announcement. Past performance cannot be
relied on as a guide to future performance.
The information in this announcement may include forward-looking statements,
which are based on the current expectations and projections about future
events and in certain cases can be identified by the use of terms such as
"may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are subject to
risks, uncertainties and assumptions about the Company, including, among other
things, the development of its business, trends in its operating industry, and
future capital expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur.
Each of the Company, Canaccord, Berenberg and their affiliates and their
respective officers, employees and agents expressly disclaim any and all
liability which may be based on this announcement and any errors therein or
omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of
future projections, management targets, estimates, prospects or returns, if
any. Any views contained herein are based on financial, economic, market and
other conditions prevailing as at the date of this announcement. The
information contained in this announcement will not be updated.
This announcement does not constitute or form part of, and should not be
construed as, any offer or invitation or inducement for sale, transfer or
subscription of, or any solicitation of any offer or invitation to buy or
subscribe for or to underwrite, any share in the Company or to engage in
investment activity (as defined by the Financial Services and Markets Act
2000) in any jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with, any
contract or investment decision whatsoever, in any jurisdiction. This
announcement does not constitute a recommendation regarding any securities.
Canaccord Genuity Limited ("Canaccord") which is authorised and regulated in
the United Kingdom by the FCA, is acting as joint broker to Greatland Gold PLC
and for no one else, including any recipient of this announcement, in
connection with the Fundraising and other matters referred to in this
announcement and will not be responsible to anyone other than Greatland Gold
PLC for providing the protections afforded to clients of Canaccord or for
affording advice in relation to the Fundraising or any other matter referred
to in this announcement. Canaccord has not authorised the contents of, or any
part of, this announcement and no liability whatsoever is accepted by
Canaccord nor does it make any representation or warranty, express or implied,
for the accuracy of any information or opinions contained in this announcement
or for the omission of any information. Canaccord expressly disclaims all and
any responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement. The
responsibilities of Canaccord as the Company's joint broker under the AIM
Rules and the AIM Rules for Nominated Advisers are owed to the London Stock
Exchange solely and are not owed to Greatland Gold PLC or to any Director,
Shareholder or any other person in respect of such Shareholder's decision to
acquire Ordinary Shares in reliance on any part of this announcement or
otherwise.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated in Germany by the German Federal Financial
Supervisory Authority (BaFin) and subject to limited regulation by the FCA, is
acting solely in its capacity as joint broker to Greatland Gold PLC and for no
one else, including any recipient of this announcement, in connection with the
Fundraising and other matters referred to in this announcement and will not be
responsible to anyone other than Greatland Gold PLC for providing the
protections afforded to clients of Berenberg or for affording advice in
relation to the Fundraising or any other matter referred to in this
announcement. Berenberg has not authorised the contents of, or any part of,
this announcement and no liability whatsoever is accepted by Berenberg nor
does it make any representation or warranty, express or implied, for the
accuracy of any information or opinions contained in this announcement or for
the omission of any information. Berenberg expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement.
Appendix 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND 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 ALSO (I) PERSONS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"),
OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) IF IN
AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN THE
MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH)
("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN
SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR"
WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH
PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS") OR (D) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A),
(B), (C) AND (D) 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.
EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH THE PLACING AGENTS AND THE COMPANY,
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE 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, 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
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE ONLY
BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US
SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE UNITED STATES TO CERTAIN
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE US SECURITIES
ACT IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.
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 EEA, THE UNITED KINGDOM, CANADA, AUSTRALIA, 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), 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 EEA, the United Kingdom, Canada,
the United States, Australia, New Zealand, South Africa, Japan or any other
Restricted Territory or elsewhere.
Subject to certain exceptions, 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") or Canaccord Genuity Limited ("Canaccord")
(together the "Joint Bookrunners"), or any of their respective Affiliates, or
any of their, or their respective Affiliates' partners, directors, officers,
unlimited partners (persönlich haftende Gesellschafter), 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, the UK Prospectus Regulation or the Corporations Act, 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 AUSTRALIAN INVESTORS
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, directors, officers,
unlimited partners, 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, directors,
officers, unlimited partners, 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 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:
(a) it is an EEA Qualified Investor; and
(b) 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:
(i) 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
(ii) 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;
(a) it is a UK Qualified Investor; and
(b) 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:
(i) 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
(ii) 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;
3. except as otherwise permitted by the Company and the Joint
Bookrunners and subject to any available exemptions from applicable securities
laws, that it and the person(s), if any, for whose account or benefit it is
subscribing for Placing Shares is, and at the time it subscribes for the
Placing Shares will be either (i) located outside the United States acquiring
the Placing Shares in an "offshore transactions" as defined in and in reliance
on Regulation S under the US Securities Act, or (ii) is a "qualified
institutional buyer" ("QIB") as defined in Rule 144A under the US Securities
Act acquiring the Placing Shares pursuant to an exemption from, or in a
transaction not subject to, 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;
4. in the case of a person in Australia who acquires any Placing Shares
pursuant to the Placing, it is a Wholesale Investor;
5. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement; and
6. 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. Members of the public are not entitled to participate
in the Placing. 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 entered into an agreement with the Company
(the "Placing Agreement") under which, 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 14.5 pence per Placing Share (the "Issue 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 placing supplement agreement to
be entered into between Joint Bookrunners and the Company (the "Placing
Supplement Agreement"). 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 Placing Shares and the Subscription 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 Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares and the Subscription Shares will be issued free of any
encumbrances, liens or other security interests.
Application for Admission to Trading on AIM
Application will be made to the London Stock Exchange plc for the admission of
the Placing Shares and the Subscription Shares to trading on AIM.
("Admission").
It is expected that Admission will take place at 8.00 am on 24 November 2021
(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
7. The Joint Bookrunners are arranging 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.
8. The Bookbuild, if successful, will establish the number of Placing
Shares which will be included in the Placing. 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.
9. 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 Issue Price. Bids in the Bookbuild
may be scaled down by the Joint Bookrunners on the basis referred to in
paragraph 12 below.
10. The Bookbuild is expected to close no later than 7.30 am (London time)
on 19 November 2021, being the first Business Day after date of this
Announcement, but may be closed earlier or later, at the absolute discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.
11. 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 14 below, the relevant Joint Bookrunner's oral
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 Issue 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.
12. Subject to paragraphs 8 and 9 above, the Joint Bookrunners may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. The Joint Bookrunners may
also, notwithstanding paragraphs 8 and 9 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. The acceptance
of offers shall be at the absolute discretion of 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.
13. 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).
14. 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 Joint
Bookrunner, to pay it (or its assignee or as it may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Joint Bookrunner.
15. 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.
16. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing(s) 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".
17. 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".
18. By participating in a 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.
19. 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
in respect of the Placing 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):
20. the Company complying with its obligations under the Placing Agreement
to the extent that the same fall to be performed prior to Admission;
21. none of the warranties or undertakings provided by the Placing Agreement
being or having become untrue, inaccurate or misleading at any time, and no
fact or circumstance having arisen which would constitute a breach of any of
the warranties or undertakings provided by the Placing Agreement, in each
case, save to the extent that the Joint Bookrunners consider, acting in good
faith, that the relevant matter is not material in the context of the Placing
or Admission; and
22. Admission taking place by not later than 8.30 a.m. on 24 November 2021
(or such later date as may be agreed in writing between the Company and the
Joint Bookrunners (acting jointly), being not later than 8.00 am on the Long
Stop Date).
If: (i) any of the conditions contained in the Placing Agreement, including
(without limitation) those described 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, at 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 Bookrunners may each terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor any of their respective Affiliates, nor
any of its or their respective Affiliates' partners, directors, officers,
unlimited partners, 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 it 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 it 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.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
Any of the Joint Bookrunners are entitled at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if:
23. any of the warranties contained in the Placing Agreement was not true or
accurate, or was misleading (in each case, save to the extent that the Joint
Bookrunners consider, acting in good faith, that the relevant matter is not
material in the context of the Placing or Admission):
(a) when given or deemed given; or
(b) at any time they were to be repeated (by reference to
the facts and circumstances in each case then existing) would no longer be
true and accurate, or would be misleading;
24. the Company has failed in any material respect to comply with any of its
obligations under the Placing Agreement, the Companies Act 2006, FSMA, MAR or
the AIM Rules; or
25. any statement contained in the Placing Documents (as defined in the
Placing Agreement) has become or been discovered to be untrue, inaccurate or
misleading or any matter has arisen which would, if such document had been
issued at that time, constitute an inaccuracy or omission from such Placing
Document (in each case, save to the extent that the Placing Agents consider,
acting in good faith, that the relevant matter is not material in the context
of the Placing or Admission); or
26. a Specified Event (as defined in the Placing Agreement) has occurred
which the Joint Bookrunners consider, acting in good faith, to be material and
adverse in the context of the Placing, or
27. there shall have been any event or omission or an event or omission is
reasonably likely to occur which materially and adversely affects the position
(financial, legal, operational or other) of the Group taken as a whole, or
which in the opinion of the Joint Bookrunners, acting in good faith, is or
will be or may be materially prejudicial to the Company or to the Placing or
the acquisition of the Placing Shares by Placees; or
28. the occurrence of certain market disruption or force majeure events, was
as specified in the Placing Agreement; or
29. the appointment of Joint Bookrunners or either of them as agent of the
Company is terminated for any reason or any event has occurred such as to
prevent or to a material extent restrict payment for the Placing in the manner
contemplated by the Placing Agreement and these Terms and Conditions.
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, unlimited partners 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) 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 .
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 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 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 (such consent not
to be unreasonably withheld or delayed), enter into certain transactions
involving or relating to the Ordinary Shares, other than pursuant to the
Placing, subject to certain customary carve-outs agreed between the Joint
Bookrunners and the Company.
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: GB00B15XDH89)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. 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.
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 Joint Bookrunner.
The Company will deliver the relevant Placing Shares in accordance with the
Placing Agreement, to a CREST account operated by the relevant Joint
Bookrunner as agent for the Company and each Joint Bookrunner will enter its
delivery (DEL) instruction into the CREST system. 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 by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement of the Placing Shares will be on 24 November
2021 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, with interest compounded on a daily basis.
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 the custodian or settlement agent is notified
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 (or 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:
30. 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 in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
31. 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, the UK Prospectus Regulation or the Corporations Act
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;
32. time is of the essence as regards its obligations under this
Announcement;
33. 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;
34. that the Ordinary Shares are admitted to trading on AIM and that the
Company is therefore required to publish certain business and financial
information in accordance with MAR, the AIM Rules for Companies, and other
applicable law and regulation;
35. 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;
36. unless otherwise specifically agreed with the Joint Bookrunners, that it
is not, and at the time the Placing Shares are acquired neither it nor the
beneficial owner of 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;
37. 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 and will not be liable
for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise;
38. 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 , 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;
39. 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, and each of them expressly disclaims any liability in respect thereof;
40. 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;
41. 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;
42. 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;
43. 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;
44. 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;
45. 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;
46. 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;
47. 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;
48. 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
49. 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;
50. 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;
51. 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;
52. 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;
53. 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;
54. 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;
55. 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;
56. 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;
57. 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;
58. 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;
59. 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;
60. 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;
61. it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares it has agreed to acquire, agree and undertake 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;
62. 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;
63. 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;
64. 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
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. 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 (including its
territories and possessions, any state of the United States and the District
of Columbia) or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
65. 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;
66. 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;
67. 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 it 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;
68. 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 and
further agrees that the Company and the Joint Bookrunners will rely on the
truth and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein 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 Joint
Bookrunner for itself and on behalf of the Company and will survive completion
of the Placing and Admission;
69. 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;
70. that it irrevocably appoints any director 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;
71. that, as far as it is aware it is not acting in concert (within the
meaning given in The City Code on Takeovers and Mergers) with any other person
in relation to the Company;
72. that its commitment to acquire Placing Shares on the terms set out
herein 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;
73. 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;
74. 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;
75. 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 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;
76. agrees that it will not hold none 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 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;
77. 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 shares in the Company and in that capacity may retain, purchase or
sell for its or their own account such 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. 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;
78. 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 of Rule 502 of Regulation D under the
US Securities Act);
79. 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) 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;
80. that it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
81. 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
as defined in Rule 144A under the US Securities Act acquiring the Placing
Shares pursuant to an exemption from, or in a transaction not subject to, 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 and will have duly executed an investor letter in a form provided to it
and delivered the same to one of the Joint Bookrunners or its affiliates and
to the Company;
82. 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;
83. none of the Company nor the Joint Bookrunners, nor any of their
respective, partners, directors, officers, employees, Affiliates or agents 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;
84. if it is a person in Australia, that it is a Wholesale Investor; and
85. 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. Either
of 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.
Appendix 2
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 Rules means the AIM Rules for Companies published by the London Stock Exchange plc.
Announcement means this announcement (including its Appendices).
Berenberg means Joh. Berenberg, Gossler & Co. KG (registered with the Commercial
Court of Hamburg under number HRA 42659), acting through its London Branch at
60 Threadneedle Street, London EC2R 8HP.
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.
Canaccord means Canaccord Genuity Limited (company number 01774003)
Company means Greatland Gold plc (company number 05625107).
Corporations Act means the Australian Corporations Act 2001 (Cth).
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form.
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 & International Limited, a company incorporated under
the laws of England and Wales.
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.
Information has the meaning given to in in Appendix 1 of this Announcement.
Issue Price means 14.5 pence per new Share.
Joint Bookrunners means Berenberg and Canaccord.
Long Stop Date means 16 December 2021.
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.
Ordinary Shares means the ordinary shares of £0.001 each in the capital of the Company.
Placee means any person procured by either 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 Shares has the meaning given to it in the main body of this Announcement.
Placing Supplement Agreement means the placing supplement agreement as may be executed by the Company and
the Joint Bookrunners.
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129.
QIB means a "qualified institutional buyer" as defined in Rule 144A under the US
Securities Act.
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, Australia, New Zealand, the Republic of South Africa
or Japan.
Subscribers means certain potential investors (who are not Placees) who subscribe
directly with the Company.
Subscription the conditional subscription by the Subscribers for the Subscription Shares at
the Issue Price, further details of which are set out in this Announcement.
Subscription Shares the new Ordinary Shares to be subscribed for directly with the Company by the
Subscribers.
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.
Target Market Assessment has the meaning given to it in the main body of this Announcement.
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.
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 Prospectus Regulation means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
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.
US Securities Act means the U.S. Securities Act of 1933, as amended.
Wholesale Investor has the meaning given to it in Appendix 1 of this Announcement.
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.
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