REG - Greatland Gold PLC - Transformational Acquisition of Havieron & Telfer
10/09/2024 16:45
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RNS Number : 6345D Greatland Gold PLC 10 September 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
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FOR) ANY SECURITIES WHERE SUCH OFFER WOULD BREACH ANY APPLICABLE LAW OR
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CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH
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ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE
ACQUISITION AND THE PLACING OF ORDINARY SHARES BY THE COMPANY AND THE PROPOSED
READMISSION OF ITS THEN ISSUED ORDINARY SHARES TO TRADING ON AIM, A MARKET
OPERATED BY LONDON STOCK EXCHANGE PLC. BEFORE ANY PURCHASE OR SUBSCRIPTION OF
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ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 10 September 2024
Transformational Acquisition of Havieron and Telfer
Underwritten US$325 million Placing and Proposed Retail Offer
of up to ~US$9 million
Publication of AIM Admission Document and Notice of General Meeting
Greatland Gold plc (AIM:GGP) (Greatland or the Company) and certain of its
wholly owned subsidiaries have entered into a binding agreement with certain
Newmont Corporation subsidiaries (Newmont) to acquire, subject to certain
conditions being satisfied, a 70% ownership interest in the Havieron
gold-copper project (Havieron) (consolidating Greatland's ownership of
Havieron to 100%), 100% ownership of the Telfer gold-copper mine (Telfer), and
other related interests in assets in the Paterson region (together, the Target
Assets) (the Acquisition).
The Company has agreed to acquire the Target Assets for total consideration
and debt repayment of up to US$475 million (before adjustments), comprising:
§ US$207.5 million cash, including US$155.1 million Acquisition consideration
(subject to certain adjustments) and a US$52.4 million repayment of the
outstanding Havieron joint venture loan;
§ US$167.5 million in the form of 2,669,182,291 new Greatland shares to be
issued to Newmont at the Issue Price (as defined below); and
§ up to US$100 million in deferred cash consideration.
Completion of the Acquisition is subject to the satisfaction of certain
conditions precedent described in the "Further Information" section at the end
of this announcement. Completion of the Acquisition is targeted to occur
during Q4 2024.
The Company has published an admission document in relation to the Acquisition
and Readmission (as defined below) (the Admission Document) that is available
on the Company's website at
https://greatlandgold.com/investors/regulatory-news/
(https://greatlandgold.com/investors/regulatory-news/) to persons within
permitted jurisdictions.
The Company has therefore requested the restoration of trading in the
Company's securities on AIM, which is expected to take place at 7.30 am, 11
September 2024
Transaction rationale
The acquisition of Havieron and Telfer is a highly accretive and strategically
compelling transaction that has the potential to deliver material value to
Greatland's shareholders.
As the discoverer of Havieron and an existing joint venture owner, Greatland's
team has an unrivalled knowledge of the project. Consolidation of 100%
ownership of Havieron and the acquisition of Telfer provides Greatland the
opportunity to control the integration and optimisation of the combined
assets, with the objective of creating a generational Australian gold-copper
mining complex.
Key highlights include:
§ Highly accretive acquisition: 1.4x accretion on an attributable Mineral
Resources per share of the enlarged Greatland group (the Enlarged Group).
§ Havieron: Havieron is a world class gold-copper project with a Mineral
Resource of 8.4Moz gold equivalent metal content. The independently reviewed
base case (the Greatland Base Case), set out in the Competent Person's Report
in the Admission Document, estimates a 2.8Mtpa mining operation with average
annual production of 258koz gold equivalent at a lowest quartile all-in
sustaining cost (AISC) globally of US$818/oz in steady state (first 15 years),
with a 20-year total mine life. The Greatland Base Case will be refined and
optimisation opportunities will be assessed in a feasibility study targeted to
be completed within 12 months from Acquisition Completion, including potential
mining throughput expansion utilising a bulk ore handling solution.
§ Telfer production: The Greatland Base Case includes the high confidence
15-month initial Telfer mine plan, as set out in the Competent Person's Report
in the Admission Document, and such plan includes total estimated production
of 426koz gold equivalent at an estimated AISC of US$1,454/oz from the restart
of processing operations at Telfer (expected to occur in late September or
October), which has the potential to generate significant near-term cash flow
for the Company from Acquisition Completion. In parallel, a number of
additional potential Telfer ore sources have already been drill tested and
will be assessed with a view to extending the current Telfer mine life.
§ Consolidation of mine, infrastructure and control: Telfer infrastructure
substantially de-risks Havieron's development and provides expansion
optionality. Acquisition of 100% ownership of the Target Assets gives
Greatland the opportunity to optimise and develop an integrated
Telfer-Havieron mining and processing operation.
§ Alignment between Greatland and Newmont: Newmont is expected to hold up to
20.4% of the Enlarged Group, with an initial 12 month voluntary lock-in, a
further 12 month orderly market arrangement and a relationship agreement in
place to affirm alignment. Up to US$100 million of the Acquisition
consideration is deferred until Havieron commences commercial production and
is also subject to a gold price hurdle. Realisation of any deferred cash
consideration is linked to a successful operational scenario, demonstrating
Newmont's support of Greatland's stewardship of Havieron and Telfer.
§ Clear pathway to fully fund Havieron development: Greatland has executed a
non-legally binding Bank Debt Letter of Support for A$750 million in proposed
banking facilities for the development of Havieron, with Tier-1 lenders ANZ,
HSBC and ING Bank. Combined with working capital from the Equity Raising (as
defined below) and expected cash flow generation from Telfer, the Company
considers there is a clear and non-dilutive pathway to the Havieron
development being fully funded.
§ Upside potential: Greatland considers that there are significant upside
opportunities as a result of the Acquisition, including potential extension of
the current Telfer mine plan, optimisation of Havieron throughput potential
and Telfer processing capacity, supplementation of Havieron ore with Telfer
ore, and a potential regional 'hub & spoke' strategy enabled by Telfer
infrastructure.
§ Underwritten, cornerstone supported equity raising: Approximately US$325
million institutional placing is underwritten by Canaccord Genuity Limited
(the Placing Agent or the Bookrunner), with support of up to US$100 million
by Wyloo Consolidated Investments Pty Ltd (Wyloo).
Following completion of the Acquisition, the operating strategy for the
Enlarged Group is to renew and develop an integrated Telfer-Havieron mining
and processing operation, to create a generational Australian gold copper
mining complex. Further information about the Enlarged Group's operating
strategy and objectives is set out in the Admission Document that is now
available on the Company's website at
https://greatlandgold.com/investors/regulatory-news/
(https://greatlandgold.com/investors/regulatory-news/) .
Within approximately six months from Acquisition Completion, Greatland intends
to undertake a listing of the Enlarged Group on the Australian Securities
Exchange (ASX), following which the Enlarged Group would be listed on both ASX
and AIM.
Equity raising overview
In connection with the Acquisition, the Company intends to conditionally place
new ordinary shares (the Placing Shares) at 4.8 pence per Placing Share (the
Issue Price) for a total equity raising of £248.6 million (approximately
US$325 million) (the Placing). The Issue Price represents a discount of
approximately 30% to the pre-Acquisition announcement undisturbed price on 6
September 2024.
The Placing Shares are being offered by way of an accelerated bookbuild
available to qualifying investors, which will be launched immediately
following the release of this announcement, in accordance with the terms and
conditions set out in the Appendix at the end of this announcement. Certain
directors of the Company are intending to participate in the Placing by
subscribing for up to US$0.4 million in aggregate at the Issue Price.
In addition to the Placing, retail investors will have the opportunity to
participate by a conditional offer for subscription for new ordinary shares
(the Retail Shares) at the Issue Price via PrimaryBid for a total equity
raising of up to €8 million (approximately £6.8 million and US$8.8 million)
(the Retail Offer). A separate announcement will be made shortly regarding the
Retail Offer and its terms and conditions. The Retail Offer is expected to
close at 4:45 pm on 12 September 2024 and may close early if it is
oversubscribed.
Pursuant to the Placing and Retail Offer the Company intends to conditionally
raise up to approximately US$333.8 million by issuing up to 5,319,736,029 new
ordinary shares (the Equity Raising). The proceeds of the Equity Raising will
be used to finance the US$155.1 million cash component of the Acquisition
consideration, repayment of the US$52.4 million outstanding Havieron joint
venture loan to Newmont, repayment of the outstanding balance of approximately
A$7.1 million under the Wyloo working capital facility, the stamp duty
payable by the Company on the Acquisition, the payment of transaction costs
and expenses in connection with the Acquisition and the Equity Raising, and
working capital requirements.
Canaccord is acting as Global Coordinator and Sole Bookrunner in connection
with the Equity Raising. Merrill Lynch Markets (Australia) Pty. Limited is
acting as financial adviser, and Simmons & Simmons LLP is acting as legal
adviser, in relation to the Equity Raising and Readmission (as defined below).
King & Wood Mallesons is acting as Australian legal advisor in relation to
the Acquisition. SPARK Advisory Partners Limited (SPARK or Nominated Adviser)
is acting as Nominated Adviser in connection with the Equity Raising and
Readmission (as defined below). Sternship Advisers Pty Ltd and SCP Resource
Finance LP are acting as Co-Lead Managers in connection with the Equity
Raising.
Settlement of the Equity Raising and admission of the ordinary shares issued
pursuant to the Equity Raising to trading on AIM is conditional upon, amongst
other things, existing Company shareholders approving the Acquisition and the
issue of such shares, but it is not conditional on completion of the
Acquisition or on Readmission (as defined below). A general meeting of the
Company's shareholders will be convened pursuant to a notice contained in the
Admission Document for 10 a.m. on 30 September 2024 (the General Meeting), and
admission of the shares issued pursuant to the Equity Raising to trading on
AIM is expected to occur shortly thereafter on at 8 a.m. on 1 October 2024.
The Acquisition constitutes a "reverse takeover" under the AIM rules for
companies published by London Stock Exchange plc (the AIM Rules for
Companies), and is therefore conditional upon the approval of existing Company
shareholders at the General Meeting. A reverse takeover involves the
cancellation of the existing ordinary shares of the Company from trading on
AIM and a new application for the enlarged share capital of the Company (after
completion of the Equity Raising and the Acquisition) to be admitted to
trading on AIM (Readmission).
Commenting on the transaction, Greatland's Managing Director, Shaun Day, said:
"We are delighted to be combining the Havieron and Telfer projects under our
single ownership, making Greatland a material producer of gold and copper.
Through constructive bilateral discussions with Newmont, our joint venture
partner at Havieron, we now have a compelling opportunity to create value for
our shareholders.
"Havieron is a truly world class orebody with a defined pathway to become a
low-cost long life gold-copper asset of significant scale.
The acquisition of Telfer, with a defined mine plan that is materially
de-risked with substantial ore stockpiles, and significant mine life extension
prospects, provides us the opportunity to take advantage of present gold
market strength. Telfer production is expected to generate free cash flow,
which we expect will help to self-fund the Havieron development.
"The acquisition will allow Greatland to finalise and complete the Havieron
feasibility study, to determine the optimal mining throughput rate and
development plan to deliver maximum value from the project by leveraging the
existing Telfer infrastructure. Additionally, we look forward to integrating
an experienced and knowledgeable existing workforce into the Greatland team.
"We have debt funding support for our plans from a syndicate of leading banks,
and cornerstone shareholders that are supporting the equity placement being
launched today. The capital raising has been structured to allow our
shareholders to participate, and we hope they share our excitement in this
transformational step in creating an ambitious new gold and copper producer in
an exceptional and established Australian mineral province."
Commenting on the transaction, Greatland's Chairman, Mark Barnaba, said:
"The consolidation of 100% ownership of Havieron and acquisition of Telfer is
the opportunity which Greatland has been coveting for the past three years, so
we are delighted to be announcing the transaction today.
"On behalf of Greatland I extend my sincere gratitude to the Newmont team, for
the collaborative approach they have taken to reaching this agreement. We
warmly welcome Newmont as a future major shareholder of Greatland and will
continue our strong working relationship to make this transaction a success
for all stakeholders.
"We also extend our thanks to Wyloo as the cornerstone investor in the Equity
Raising in support of the Acquisition. This is a transformational deal for all
Greatland shareholders and we are excited to see our business develop to
become a major Australian gold and copper producer."
Irrevocable undertakings
The Company has received irrevocable undertakings from the Directors that they
will vote, or will procure that the relevant registered holders vote, in
favour of the resolutions to be proposed at the General Meeting in respect of
40,342,372 ordinary shares, representing, in aggregate, approximately 0.79% of
the Company's existing ordinary shares.
The Company has also received irrevocable undertakings from Wyloo that it will
vote, or will procure that the relevant registered holders vote, in favour of
the resolutions to be proposed at the General Meeting in respect of those
430,024,390 ordinary shares it is interested in, representing, in aggregate,
approximately 8.45% of the Company's existing ordinary shares.
Shareholders should note that if the resolution to approve the Acquisition is
not passed, the Acquisition and the Equity Raise will not be completed, in
which event the Company will continue to pursue its existing strategy in
respect of the future operation of the Havieron project in joint venture.
You must read the whole of the Admission Document and not rely on only part of
the Admission Document or this announcement. In particular, you are
recommended to consider carefully Part 6 (Risk Factors) of the Admission
Document.
Contact
For further information, please contact:
Greatland Gold plc
Shaun Day, Managing Director | Rowan Krasnoff, Head of Business Development
info@greatlandgold.com
Canaccord Genuity Limited (Global Coordinator & Sole Bookrunner)
James Asensio | Jeremy Dunlop | Duncan St John | George Grainger
+44 207 523 8000
Merrill Lynch Markets (Australia) Pty. Limited (Financial Adviser)
Karl Rozman | Alastair McBride White | Marcus Jackson
+61 9225 6500
SPARK Advisory Partners Limited (Nominated Adviser)
Andrew Emmott | James Keeshan | Neil Baldwin
+44 203 368 3550
Sternship Advisers Pty Ltd (Co-Lead Manager)
Robbie Hamilton
+61 484 761 263
SCP Resource Finance LP (Co-Lead Manager)
Filipe Martins
+1 416 637 2707
Media Relations
Australia - Fivemark Partners | Michael Vaughan
+61 422 602 720
UK - Gracechurch Group | Harry Chathli / Alexis Gore / Henry Gamble
+44 204 582 3500
FURTHER INFORMATION
Defined terms used in this section of this announcement have the meanings
given in the Admission Document, unless the context requires otherwise.
References to Part and Section throughout this section of this announcement
are references to segments of the Admission Document.
Expected timetable of principal events
Event Date
Publication of the Admission Document 10 September 2024
Latest time and date for receipt of form of proxy 10.00 a.m. on 26 September 2024
General Meeting 10.00 a.m. on 30 September 2024
Expected time and date of Admission and issue of the Fundraise Shares 8.00 a.m. on 1 October 2024
CREST accounts credited (where applicable) in respect of the Fundraise Shares 8.00 a.m. on 1 October 2024
Despatch of definitive share certificates (where applicable) in respect of the By 1 October 2024
Fundraise Shares
Expected completion of the Acquisition, issue of the Consideration Shares and Q4 2024
Readmission and commencement of dealings in the Enlarged Share Capital on AIM
Placing and Retail Offer statistics((1))
Information Statistic
Number of Ordinary Shares in issue as at the date of the Admission Document 5,090,376,282
Number of Placing Shares((1)) 5,179,010,416
Number of Retail Shares up to 140,725,613
Number of Ordinary Shares in issue immediately following Admission((1)(2)) 10,412,770,289
Placing Price 4.8 pence
Placing Shares as a percentage of the issued share capital of the Company 49.7%
immediately following Admission((1)(2))
Retail Shares as a percentage of the issued share capital of the Company 1.4%
immediately following Admission((1)(2))
Proceeds of the Placing receivable by the Company before expenses((1)) US$325.0 / £248.6 million
Proceeds of the Retail Offer receivable by the Company before expenses((1)) up to US$8.8 / £6.8 million
Proceeds of the Fundraise receivable by the Company before expenses((1)) up to US$333.8 / £255.3 million
Proceeds of the Fundraise receivable by the Company after expenses up to US$323.5 / £247.4 million
Market capitalisation of the Company following Admission US$ 653.4 / £ 499.8 million
(approximately)(()(2)()(3)())
Number of Consideration Shares((1)(3)()(4)()) 2,669,182,291
Consideration Shares as a percentage of the Enlarged Share Capital immediately 20.4%
following Readmission((1)()(2)()(4))
Market capitalisation of the Company following Readmission US$ 820.9 / £ 627.9 million
(approximately)((2)(3)())
Number of Ordinary Shares in issue immediately following Readmission((2)()) 13,081,952,580
Notes
((1) ) The Company reserves the right to increase the size of the
Placing. In the event that the size of the Placing is increased, the first
£64.1 million (being the pounds sterling equivalent of US$83.75 million) of
additional Placing Proceeds will be paid to Newmont and the Consideration
Shares will be reduced and any additional Placing Shares issued at Admission
will result in a corresponding reduction in Consideration Shares issued at
Readmission. In this scenario, the minimum number of Consideration Shares that
Newmont would hold would be 1,334,591,146 which are expected to represent
10.2% of the Enlarged Share Capital. If the size of the Placing exceeds
£312.7 million (approximately US$408.75 million), the number of Ordinary
Shares in issue at Admission would increase, subject to the passing of the
Resolutions, and the excess Placing Proceeds (following the application of
such proceeds to pay Newmont the additional cash consideration) would be
applied to the Company's working capital.
((2) ) Assuming no options are exercised prior to Admission, the
Retail Offer is taken up in full, and the Paterson South Consideration Shares
are issued.
((3) ) At the Placing Price and calculated in accordance with the
Acquisition Agreement, using an exchange rate of £1 = US$1.307.
((4) ) Assuming no options are exercised prior to Readmission,
the Retail Offer is taken up in full, and the Paterson South Consideration
Shares are issued.
The US$325 million Placing is underwritten by Canaccord, with support of up to
US$100 million by Wyloo and US$50 million by Tembo Capital.
Financing and terms of the Acquisition
The proceeds of the Placing will be used to finance the US$155.1 million Cash
Consideration, the US$52.4 Havieron JV Loan Repayment, repayment of the
outstanding balance of approximately A$7.1 million under the Wyloo Working
Capital Facility, the Group's working capital, the stamp duty payable on the
Acquisition, and the payment of transaction costs and expenses in connection
with the Acquisition and Placing.
The net proceeds of the Retail Offer will be used for general working capital
purposes.
Uses of Placing Proceeds
Uses of Placing Proceeds US$M
Cash Consideration for the acquisition of the Target Assets 155.1
Havieron JV Loan Repayment on Acquisition Completion 52.4
Working capital from Placing Proceeds 73.0
Repayment of outstanding balance of Wyloo Working Capital Facility 4.7
Acquisition and Fundraise transaction costs, Western Australian stamp duty on 39.8
Acquisition
Total uses of Placing Proceeds 325
Notes:
((1) ) Assumes Acquisition Completion occurs.
((2) ) The US$155.1 million Cash Consideration is subject to the
adjustments described in the Admission Document.
((3) ) Assumes Placing Proceeds of £248.6 million (approximately
US$325 million).
((4)) This amount reflects costs that are expected to be paid after
the date of the Admission Document and does not include costs that have
already been paid prior to the date of the Admission Document. See the
Admission Document for an estimate of the total costs paid and payable by the
Enlarged Group in connection with the Acquisition, the Fundraise, Admission
and Readmission.
Principal terms of the Acquisition
The terms of the Acquisition are summarised in further detail in Part 2
(Summary of the terms of the Acquisition) in the Admission Document, which it
is strongly recommended that you read.
In addition to the 70% interest in the Havieron project and 100% ownership of
the Telfer mine and infrastructure, the Acquisition also includes certain
related assets and interests in the Paterson Province.
Consideration and loan repayment
Under the terms of the Acquisition Agreement, the Company and certain of its
wholly owned subsidiaries have agreed to acquire the Target Assets for a total
consideration and debt repayment of up to US$475 million (before adjustments)
in aggregate, comprising the following.
Cash Consideration and Havieron JV Loan Repayment
The Cash Consideration for the Acquisition of US$155.1 million, subject to
adjustments, and the US$52.4 million Havieron JV Loan Repayment, which will be
equity funded by proceeds of the Placing.
Consideration Shares
The Consideration Shares will be issued to Newmont on Acquisition Completion,
valued at US$167.5 million for the purposes of the Acquisition based on the
Placing Price.
The Company reserves the right to increase the size of the Placing and in the
event that the size of the Placing is increased, the first US$83.75 million of
additional Placing Proceeds will be paid to Newmont and the Consideration
Shares will be reduced and any additional Placing Shares issued at Admission
will result in a corresponding reduction in Consideration Shares issued at
Readmission.
The Consideration Shares will be subject to the following agreements:
§ Lock-In and Orderly Market Deed between Newmont NOL (as the holder of the
Consideration Shares) and the Company, which provides for an initial 12 month
voluntary lock-in period in respect of the Consideration Shares, and following
that a further 12 month orderly market arrangement, in both cases subject to
certain exceptions;
§ Relationship Agreement between Newmont NOL and the Company; and
§ Call Option Deed which is expected to be entered into between Newmont NOL
and Wyloo, pursuant to which 1,334,591,145 Consideration Shares will be
subject to the Wyloo Option which gives Wyloo an option to acquire such
Consideration Shares from Newmont at 7.2 pence per Consideration Share
(equivalent to a 50% premium to the Placing Price) exercisable for four years
from Readmission and a right of first refusal in respect of any Consideration
Shares that Newmont NOL wishes to sell during the Option Term.
Deferred Consideration
Up to a maximum US$100.0 million in Deferred Consideration may be payable to
Newmont through a gold price linked payment structure with a 50% price upside
participation by Newmont in respect of gold produced from Havieron pursuant to
the Deferred Consideration Deed, as follows:
§ Duration: 5 calendar years
§ Commencement: Upon declaration of commercial production at Havieron
§ Hurdle Price: US$1,850/oz gold price
§ Annual Cap: US$50 million
§ Total Cap: US$100 million
Calculation formula: Deferred Consideration for the relevant year ("Year") =
50% x (market price - hurdle price) x sum of total gold sold for the relevant
year (inc. doré and concentrate), subject to the annual cap and the total
cap.
§ Interest: No interest is payable on the Deferred Consideration
The Deferred Consideration mechanism supports the Acquisition and completion
of Havieron development by deferring a material component of the total
consideration for the Acquisition until Havieron commercial production
commencement.
Acquisition Conditions
Acquisition Completion is subject to the satisfaction (or if applicable,
waiver) of Acquisition Conditions, including:
§ passing of the Acquisition Resolution at the General Meeting;
§ completion by Newmont of the remediation of the Telfer Tailings Storage
Facility 8, such that the deposition of tailings can recommence and resumption
by Newmont of processing operations for a period of 14 consecutive days;
§ foreign investment approvals from the Treasurer of the Commonwealth of
Australia;
§ ministerial consent to the transfer of the Telfer and Havieron mining
tenements;
§ certain other third party and governmental consents and approvals to the
transfer, assignment and/or novation of certain leases, contracts and
approvals related to the Target Assets; and
§ issue, allotment and admission to trading on AIM of the Consideration.
Subject to satisfaction (or if applicable, waiver) of the Acquisition
Conditions, Acquisition Completion is expected to occur in Q4 2024. The
Acquisition Agreement provides for a longstop date of 14 February 2025, which
may be extended in certain circumstances by up to a further six months.
Proposed ASX listing
Within approximately six months following Acquisition Completion, the Company
intends to undertake a listing of the Enlarged Group on ASX. As such, the
Enlarged Group would be listed on both ASX and AIM.
In parallel, a corporate reorganisation is intended to be undertaken which
would result in the Enlarged Group sitting under a new Australian incorporated
parent company, to be effected through a UK scheme of arrangement and subject
to approval by shareholders of the Enlarged Group and by the UK Court. The
reorganisation will be subject to shareholder approval and a circular will be
published at the relevant time (1) convening a meeting at which the relevant
resolutions to effect the reorganisation will be put to shareholders; and (2)
giving shareholders information about the effect of the proposed
reorganisation, including how it affects the rights attaching to their shares
and other investor protections, including under the Companies Act and the
Takeover Code and the Australian equivalents.
In anticipation of the proposed ASX Listing, the Company has adopted the ASX
Corporate Governance Principles and Recommendations with effect from today.
Background to the Acquisition and the Assets
Acquisition background
The Company's principal asset is its 30% joint venture interest in the
Havieron project, a high grade gold-copper deposit located in the Paterson
Province in Western Australia. The remaining 70% joint venture interest is
currently owned by Newmont.
Newmont acquired the Target Assets through Newmont's acquisition of Newcrest
Mining which completed in November 2023. Havieron and Telfer are linked under
the current Havieron joint venture in that ore mined from Havieron is intended
to be processed utilising the Telfer processing facility and related
infrastructure. In February 2024, following Newmont's acquisition of Newcrest
Mining, Newmont announced a portfolio rationalisation involving the intended
divestment of six mines (including Telfer) and two projects (including
Havieron).
The Company discovered the Havieron deposit and is committed to delivering
Havieron's full potential for its Shareholders and other stakeholders. The
Company considers that it has unrivalled knowledge and experience of Havieron
and an organisational expertise that is exceptionally well placed to develop
and operate Havieron. Accordingly, consistent with the Company's strategy, the
Company has entered into the binding Acquisition Agreement to acquire the
Target Assets.
Havieron
Havieron is a high grade underground gold and copper deposit located in the
Paterson province in the East Pilbara region of Western Australia,
approximately 45km to the east of Telfer. Havieron was discovered by the
Company in 2018 and is currently being developed under an unincorporated joint
venture between Greatland Pty Ltd (30%) and Newmont NOL (70%), a wholly owned
subsidiary of Newmont.
Early works at Havieron commenced in January 2021 following the announcement
of the maiden Inferred Mineral Resource. Completion of the box cut and portal
enabled commencement of the underground access decline in May 2021, with over
3,060 metres of total underground development completed to date. Underground
development is currently paused prior to development through the third and
final lower confined aquifer ("LCA") that the decline passes through before
reaching the Havieron orebody. A further three evaporation ponds are required
to be constructed and utilised in a staged manner, to manage dewatering
requirements for development through the LCA. Opportunities to bring forward
approvals for these are being progressed.
In March 2022, the Company announced an Ore Reserve estimate of 25Mt at 3.0g/t
Au and 0.44% Cu for 2.4Moz Au and 109kt Cu (2.9Moz AuEq). In December 2023,
the Company announced a Mineral Resource, inclusive of Ore Reserves, estimate
for Havieron of 131Mt at 1.7g/t Au and 0.21% Cu for 7.0Moz Au and 275kt Cu
(8.4Moz AuEq).
Further information about Havieron is included the Admission Document. Further
detailed information about Havieron, including its ownership, geology,
history, Mineral Resource and Ore Reserve estimates, early works, the
Greatland Base Case, mineral processing, environmental and permitting
approvals, costs and key risks and opportunities, is also set out in the
Competent Person's Report in the Admission Document.
Telfer
The Telfer gold-copper mine is located approximately 485km east-south-east
from Port Hedland, Western Australia and 45 km west of Havieron. Telfer was
discovered in 1971, commenced operating in 1975, and has produced more than
15Moz of gold to date.
Telfer is strategically well positioned in the Paterson Province, with its
existing infrastructure and processing capacity de-risking, expediting and
reducing the cost of completing Havieron's development, and providing
significant potential future upside for the Enlarged Group.
Ore from Telfer is currently mined from the West Dome open pit mine and Main
Dome underground. Gold and copper is produced by a large, dual train,
processing facility that produces gold doré and a copper-gold concentrate.
For the financial year ending 30 June 2023, Telfer produced 349koz Au and 17kt
Cu.
Currently, mining operations at Telfer are ongoing, while processing
operations have been paused since April 2024 due to issues at the Telfer
tailings storage facilities. Newmont has substantially completed an
investigation and remediation planning process in respect of these issues, and
is now implementing the remediation plan for TSF8. It is a condition of the
Acquisition that the remediation of TSF8 is completed by Newmont such that the
deposition of tailings can recommence and processing operations are resumed
prior to Acquisition Completion, such that at Acquisition Completion the
Enlarged Group is expected to acquire an operating Telfer mine and processing
operation. Remediation works have also been undertaken, and further
remediation works are planned, for TSF7. Further details in respect of TSF8
and TSF7 and the current DEMIRS prohibition notices and DWER environmental
protection notice are set out in the Admission Document.
For the six months ending 30 June 2024, Telfer produced 45koz Au and 1kt Cu.
Processing operations were suspended for the majority of this period due to
the tailings issues described above. Mining operations at Telfer have
continued notwithstanding the processing suspensions, resulting in the
generation of significant ore stockpiles; in this respect, Newmont's trading
update on 24 July 2024 reported that 7.81Mt of ore was mined in the six months
ended 30 June 2024, relative to 1.68Mt of ore processed. The expected
availability of those stockpiles following Acquisition Completion would
operationally de-risk gold and copper production by the Enlarged Group in the
immediate period following Acquisition Completion.
As at 31 December 2023, Newmont reported a Mineral Resource for Telfer of
27.6Mt at 0.67g/t Au and 0.09% Cu for 0.59Moz Au and 0.02Mt Cu.
Further information about Telfer and the related assets and interests to be
acquired under the Acquisition is included in the Admission Document.
Further information about Telfer, including its ownership, geology, history,
Mineral Resource estimates, exploration potential and remnant mineralisation,
mining operations, mineral processing, tailings management, infrastructure,
environmental and permitting approvals, costs and key risks and opportunities
is also set out in the Competent Person's Report in the Admission Document.
Strategy of the Enlarged Group
The Enlarged Group will aspire to become a profitable multi-mine resources
company by focusing on the responsible and sustainable discovery, development,
extraction, processing and sale of precious and base metals.
The Enlarged Group's operating strategy following Acquisition Completion is to
renew and develop an integrated Telfer-Havieron mining and processing
operation, to create a generational gold copper mining complex with a focus on
the following key phases and objectives.
Related Party Transaction
The proposed participation of Directors Mark Barnaba, Shaun Day, Elizabeth
Gaines, Jimmy Wilson, Paul Hallam and Yasmin Broughton in the Placing is
regarded as a related party transaction under the AIM Rules for Companies.
They will be participating on the same terms as all other investors. In
accordance with the AIM Rules, the independent directors, being Alex Borrelli
and Clive Latcham will be required to confirm that they consider, having
consulted with SPARK as the Company's Nominated Adviser, that the terms of the
transaction are fair and reasonable insofar as Shareholders are concerned.
Share Incentive Arrangements
The Directors recognise the role of the Group's employees in contributing to
the overall success of the Group and the importance of the Group's ability to
attract, incentivise, motivate and retain its employees. Therefore, the
Directors believe that employees should be given the opportunity to
participate and take a financial interest in the success of the Company.
Following the publication of the Admission Document and prior to Readmission,
the Company intends to grant: (i) additional Greatland Performance Rights over
up to 80,357,509 Ordinary Shares, in aggregate, and (ii) additional Greatland
Retention Rights over 25,000,000 Ordinary Shares. Details of the proposed
awards are set out in the Admission Document and a further announcement will
be made following the grant of the awards.
These awards includes awards to related parties under the AIM Rules and will
therefore be subject to the independent directors considering the terms and
reaching an opinion, having consulted with SPARK, as the Company's nominated
adviser, that the terms of the awards are fair and reasonable insofar as
shareholders are concerned.
General Meeting and Summary of the Resolutions
The Acquisition and the Fundraise require Shareholders' approval of the
Acquisition Resolution. Notice of the General Meeting of the Company to be
held at Simmons & Simmons LLP, CityPoint, 1 Ropemaker St, London EC2Y 9SS
at 10.00 a.m. on 30 September 2024 is set out at the end of the Admission
Document, at which the Resolutions will be proposed, a summary of which is set
out below.
The Resolutions
The Acquisition Resolution and two of the other Resolutions are special
resolutions and one of the other Resolutions is an ordinary resolution.
The purpose of the Acquisition Resolution is to approve the Acquisition and
provide the Company with all of the authorities necessary to issue the
Fundraise Shares and the Consideration Shares.
The purpose of the other Resolutions is to provide the Company with certain
general authorities, conditional upon Acquisition Completion, calculated by
reference to the Enlarged Share Capital immediately following Readmission.
Special Resolution 1 (the "Acquisition Resolution")
Paragraph (A) of the Acquisition Resolution is to approve the terms of, and
authorise the Directors to implement, the Acquisition.
Paragraph (B) of the Acquisition Resolution is to authorise the Directors, for
the purposes of Section 551 of the Companies Act, to allot Ordinary Shares up
to an aggregate nominal amount of £ 7,988,918.32 in connection with the
Acquisition, the Placing and the Retail Offer. This is the aggregate nominal
amount of Ordinary Shares that the Company could be required to issue and
allot to Placees pursuant to the Placing, Retail Offerees pursuant to the
Retail Offer, and to Newmont pursuant to the Acquisition.
Paragraph (C) of the Acquisition Resolution is to disapply statutory
pre-emption rights up to an aggregate nominal amount of £ £7,988,918.32 for
the purposes of allotting the Placing Shares, Retail Shares and Consideration
Shares in connection with the Acquisition, the Placing and the Retail Offer.
Ordinary Resolution 2, Special Resolution 3 and Special Resolution 4
The Board has the authority to allot any shares or grant rights over shares or
sell treasury shares for cash, without first offering them to Shareholders in
proportion to their holdings. Ordinary Resolution 2 and Special Resolution 3
and 4 follow the resolutions recommended by the Pre-Emption Group in the PEG
Statement of Principles 2022, except that the authorities are calculated by
reference to the Enlarged Share Capital as it is expected to be immediately
following Readmission.
Ordinary Resolution 2 is subject to and conditional upon the passing of the
Acquisition Resolution. Ordinary Resolution 2 is in addition to the authority
granted in the Acquisition Resolution and in substitution for the authority
granted pursuant to resolution 8 at the annual general meeting of the Company
held on 6 December 2023. Ordinary Resolution 2 seeks authority for the Board
to allot Ordinary Shares up to an aggregate nominal amount of ££4,360,651.
This is expected to represent approximately one-third of the Enlarged Share
Capital following Readmission.
Special Resolution 3 is subject to and conditional upon the passing of the
Acquisition Resolution, Ordinary Resolution 2. Special Resolution 3 is in
addition to the authority granted in the Acquisition Resolution and is in
substitution for the authority granted pursuant to resolution 9 at the annual
general meeting of the Company on 6 December 2023. Special Resolution 3 seeks
authority for the Board to allot Ordinary Shares under the authority given by
Ordinary Resolution 2, and/or sell treasury shares in connection with (i) a
pre-emptive offer; and (ii) allotments of equity securities or sales of
treasury shares up to a nominal amount of £1,308,195. This is expected to
represent approximately 10% of the Enlarged Share Capital following
Readmission.
Special Resolution 4 is conditional upon the passing of the Acquisition
Resolution and Ordinary Resolution 2. Special Resolution 4 is in addition to
the authority granted in the Acquisition Resolution and Special Resolution 3
and is in substitution for the authority granted pursuant to resolution 10 at
the annual general meeting of the Company on 6 December 2023. Special
Resolution 4, in addition to any authority granted under Special Resolution 3,
seeks authority for the Board to allot Ordinary Shares under the authority
given by Ordinary Resolution 2 and/or sell treasury shares up to an aggregate
nominal amount of £1,308,195. This is expected to represent approximately 10%
of the Enlarged Share Capital following Readmission. This additional authority
is to be used only for the purposes of financing (or refinancing, if the
authority is to be used within 12 months after the original transaction) a
transaction which the Board determines to be an acquisition or a specified
capital investment of a kind contemplated by the PEG Statement of Principles
2022.
Special Resolutions 3 and 4 also seek authority for the Board to allot, in
each case, up to a further 2% of what is expected to be the Enlarged Share
Capital following Readmission. These additional authorities are to be used
only in connection with a follow-on retail offer in accordance with the PEG
Statement of Principles 2022, without the Ordinary Shares first being offered
to Shareholders in proportion to their existing holdings. The Directors
confirm that they will follow the shareholder protections in Section 2B and
the expected features of a follow-on offer in Paragraph 3 of Section 2B of the
PEG Statement of Principles 2022.
The Company intends to utilise the authorities sought in Ordinary Resolution 2
and Special Resolutions 3 and 4 to the extent that the Placing Shares exceed
the Ordinary Shares authorised in the Acquisition Resolution.
The Notice of General Meeting is contained at the end of the Admission
Document and sets out the Resolutions in full.
IMPORTANT INFORMATION
General
The contents of this announcement are not to be construed as legal, financial
or tax advice. Each prospective investor should consult a legal adviser, an
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (FSMA) or a tax adviser for legal, financial or tax advice in
relation to any investment in or holding of ordinary shares. Each prospective
investor should consult with such advisers as needed to make its investment
decision and to determine whether it is legally permitted to hold shares under
applicable legal investment or similar laws or regulations. Investors should
be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time.
Investing in and holding the ordinary shares involves financial risk. Prior to
investing in the ordinary shares, investors should carefully consider all of
the information contained in the Admission Document, paying particular
attention to the risk factors contained in Part 6 (Risk Factors) of the
Admission Document. Investors should consider carefully whether an investment
in the ordinary shares is suitable for them in light of the information
contained in the Admission Document and their personal circumstances.
To the extent permitted by law and regulation, no undertaking, representation
or warranty or other assurance, express or implied, is made or given by or on
behalf of the Company, or any of their respective parent or subsidiary
undertakings or the subsidiary undertakings of any such parent undertakings or
any of their respective directors, officers, partners, employees, agents,
affiliates, representatives or advisers, or any other person, as to the
accuracy, completeness or fairness of the information or opinions contained in
this announcement. None of the Company, SPARK or Canaccord, or any of their
respective parent or subsidiary undertakings or the subsidiary undertakings of
any such parent undertakings or any of their respective directors, officers,
partners, employees, agents, affiliates, representatives or advisers, or any
other person their respective affiliates and advisers, agents and/or any other
party undertakes or is under any duty to update this announcement or to
correct any inaccuracies in any such information which may become apparent or
to provide any person with any additional information. Save in the case of
fraud, no responsibility or liability is accepted by any such person for any
errors, omissions or inaccuracies in such information or opinions or for any
loss, cost or damage suffered or incurred, however arising, directly or
indirectly, from any use of, as a result of the reliance on, or otherwise in
connection with, this announcement. In addition, no duty of care or otherwise
is owed by any such person to recipients of this announcement or any other
person in relation to this announcement.
SPARK Advisory Partners Limited which is authorised and regulated in the UK by
the FCA, is acting as nominated adviser to the Company in connection with the
Placing and Readmission and will not be acting for any other person (including
a recipient of this announcement) or otherwise be responsible to any person
for providing the protections afforded to clients of SPARK or for advising any
other person in respect of the proposed Placing, Retail Offer and Readmission
or any transaction, matter or arrangement referred to in this announcement.
SPARK's responsibilities as the Company's nominated adviser under the AIM
rules for nominated advisers published by London Stock Exchange plc from time
to time are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or to any other person in respect of such person's
decision to acquire shares in the Company in reliance on any part of this
announcement. SPARK is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Canaccord Genuity Limited which is authorised and regulated in the UK by the
FCA, is acting as global coordinator, bookrunner and broker to the Company in
connection with the Placing and Readmission and will not be acting for any
other person (including a recipient of this announcement) or otherwise be
responsible to any person for providing the protections afforded to clients of
Canaccord or for advising any other person in respect of the Placing, Retail
Offer and Readmission or any transaction, matter or arrangement referred to in
this announcement. Canaccord is not making any representation or warranty,
express or implied, as to the contents of this announcement.
In connection with the Placing, the Bookrunner and any of its respective
affiliates, acting as an investor for its or their own account(s), may acquire
ordinary shares, and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for its or their own account(s) in ordinary shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references in this announcement to the
ordinary shares being offered, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
dealing or placing by, the Bookrunner and any of its respective affiliates
acting as an investor for its or their own account(s). The Bookrunner does not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.
The Bookrunner and its affiliates may have engaged in transactions with, and
provided various investment banking, financial advisory and other services to,
the Company for which they would have received customary fees. The Bookrunner
and any of its affiliates may provide such services to the Company and any of
its affiliates in the future.
The person responsible for arranging the release of this announcement on
behalf of the Company is Shaun Day.
This announcement contains inside information for the purposes of Article 7 of
UK MAR, encompassing information relating to the Acquisition and the Equity
Raising described herein, and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR. In addition, market soundings (as
defined in UK MAR) were taken in respect of the Placing with the result that
certain persons became aware of inside information (as defined in UK MAR), as
permitted by UK MAR. This inside information is set out in this announcement.
Therefore, upon publication of this announcement, those persons that received
such inside information in a market sounding are no longer in possession of
such inside information relating to the Company and its securities.
Notice to overseas persons
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR THE SOLICITATION OF AN
OFFER, TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN
ANY JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT
FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE EQUITY RAISING MAY BE RESTRICTED
BY LAW IN CERTAIN JURISDICTIONS. NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY
THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER, PRIMARYBID OR THE
BOOKRUNNER TO PERMIT A PUBLIC OFFER OF ORDINARY SHARES OR TO PERMIT THE
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE MAY BE REQUIRED. THIS ANNOUNCEMENT MAY NOT BE
DISTRIBUTED IN ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN
COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE DIRECTORS,
THE NOMINATED ADVISER AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE RELEVANT
JURISDICTION.
Notice to investors in the United States
The ordinary shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, (the "US Securities Act")
and, subject to certain exceptions, may not be offered or sold within the
United States (including its territories and dependencies, any state of the
United States and the District of Columbia) or to, or for the account or
benefit of, US persons (as defined in Regulation S under the US Securities
Act), except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and applicable
State securities laws. There will be no public offering of the ordinary shares
in the United States.
THE ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE ORDINARY
SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE.
In particular, the Retail Offer will be made only to persons who are, and at
the time the ordinary shares are subscribed for, will be outside the United
States and subscribing for the ordinary shares in an "offshore transaction" as
defined in, and in accordance with Regulation S under the US Securities Act.
Persons who are resident in or otherwise located in the United States will not
be eligible to participate in the Retail Offer or subscribe for ordinary
shares.
Notice to investors in the United Kingdom
No ordinary shares have been offered or will be offered to the public in the
United Kingdom prior to the publication of a prospectus in relation to the
ordinary shares which has been approved by the Financial Conduct Authority
(FCA), except that the ordinary shares may be offered to the public in the
United Kingdom at any time:
a) to any legal entity which is a qualified investor as
defined under Article 2(e) of the UK version of the Prospectus Regulation EU
No. 2017/1129 (UK Prospectus Regulation); or
b) to fewer than 150 natural or legal persons (other than a
qualified investor as defined under Article 2(e) of the UK Prospectus
Regulation), subject to obtaining the prior written consent of Canaccord;
and/or
c) in any other circumstances falling within Section 86 of
FSMA,
provided that no such offer of the ordinary shares shall require the Company
or any other person to publish a prospectus pursuant to Section 85 of FSMA or
supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation
and each person who initially acquires any ordinary shares or to whom any
offer is made under the Placing will be deemed to have represented,
acknowledged and agreed that it is a "qualified investor" within the meaning
of Article 2(e) of the UK Prospectus Regulation.
In the case of any ordinary shares being offered to a "financial
intermediary", as that term is used in Article 5(1) of the UK Prospectus
Regulation, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the ordinary shares acquired by it
have not been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any ordinary shares to the
public, other than their offer or resale to qualified investors in the United
Kingdom or a Member State or in circumstances in which the prior consent of
the Bookrunner has been obtained to each such proposed offer or resale. The
Company, the directors, the Bookrunner and its affiliates, and others will
rely upon the truth and accuracy of the foregoing representation,
acknowledgement and agreement.
Neither the Company, the Nominated Adviser nor the Bookrunner have authorised,
nor do they authorise, the making of any offer of ordinary shares in
circumstances in which an obligation arises for the Company to publish a
prospectus or a supplemental prospectus for such offer.
For the purposes of this provision, the expression an "offer to the public" in
relation to the ordinary shares in the United Kingdom means the communication
in any form and by any means of sufficient information on the terms of the
offer and any ordinary shares to be offered so as to enable an investor to
decide to purchase or subscribe for any ordinary shares.
Notice to investors in the European Economic Area
In relation to each Member State, no offer of ordinary shares has been offered
or will be offered to the public in that Member State prior to the publication
of a prospectus in relation to the ordinary shares which has been approved by
the competent authority in that Member State, all in accordance with
Regulation (EU) 2017/1129 (Prospectus Regulation). Each person who initially
acquires any ordinary shares (other than any retail offeree) or to whom any
offer is made under the Placing will be deemed to have represented,
acknowledged and agreed that it is a "qualified investor" within the meaning
of the law of the Member State implementing Article 2(e) of the Prospectus
Regulation.
In the case of any ordinary shares being offered to a "financial
intermediary", as that term is used in Article 5(1) of the Prospectus
Regulation, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the ordinary shares acquired by it
have not been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any ordinary shares to the
public, other than their offer or resale to qualified investors in a Member
State or in circumstances in which the prior consent of the Bookrunner has
been obtained to each such proposed offer or resale. The Company, the
directors, the Bookrunner and its affiliates, and others will rely upon the
truth and accuracy of the foregoing representation, acknowledgement and
agreement.
Neither the Company nor the Bookrunner have authorised, nor do they authorise,
the making of any offer of ordinary shares in circumstances in which an
obligation arises for the Company to publish a prospectus or a supplemental
prospectus for such offer.
For the purpose of the above provisions, the expression "an offer to the
public" in relation to any ordinary shares in any Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the ordinary shares to be offered so as to enable an
investor to decide to purchase or subscribe for the ordinary shares.
Notice to investors in Australia
This announcement is not a prospectus, product disclosure statement or other
disclosure document for the purposes of the Australian Corporations Act 2001
(Cth) (Australian Corporations Act) and has not been lodged with, or notified
to, the Australian Securities and Investments Commission in connection with
the offer of ordinary shares in the Company and no offer or invitation to
subscribe for ordinary shares under this announcement is made to the public in
Australia and the ordinary shares may not be offered or sold in Australia in
any manner that would require disclosure. The provision of this announcement
to any person does not constitute an offer of ordinary shares to any person to
whom such an offer or invitation would be unlawful.
Any invitation to subscribe for ordinary shares has only been made to
investors in Australia to whom an offer can be made without a disclosure
document in accordance with Chapter 6D of the Australian Corporations Act (as
either a "sophisticated investor", a "professional investor" or an
"experienced investor" who is exempt from the disclosure requirements under
section 708(8), (10) or (11) of the Australian Corporations Act). It is a
condition of any person receiving and retaining this announcement in Australia
that they represent and warrant to the Company, its directors and the
Nominated Advisor that they are a "sophisticated investor", "professional
investor" or an "experienced investor" and that they will not distribute this
announcement to any other person or entity.
Notice to investors in Canada
The ordinary shares referred to herein have not been and will not be qualified
for distribution or distribution to the public under applicable Canadian
securities laws and, accordingly, any sale of the securities will be made on a
basis which is exempt from the prospectus requirements of such securities laws
only to "accredited investors" within the meaning ascribed to that term in
National Instrument 45-106 - Prospectus Exemptions, of the Canadian securities
administrators (NI 45-106). The ordinary shares referred to herein are not
being offered to and may not be purchased by, or for the benefit of, persons
resident in Canada except for "accredited investors". The information included
in this announcement is not intended to, and does not, comply with all of the
disclosure requirements that would apply under applicable Canadian securities
law if the Equity Raising was being qualified pursuant to a prospectus filed
with the relevant Canadian securities regulatory authorities. No securities
commission or similar securities regulatory authority in Canada has reviewed
or in any way passed upon this announcement or the contents hereof, or the
merits of the ordinary shares and any representation to the contrary is an
offense under applicable Canadian securities laws.
No offer of securities is made pursuant to this announcement in Canada except
to a person who has represented to the Company that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; and (ii) is an "accredited
investor" as such term is defined in Section 1.1 of National Instrument 45-106
Prospectus Exemptions or, in Ontario, as such term is defined in Section
73.3(1) of the Securities Act (Ontario). The ordinary shares are being sold in
Canada in reliance on an exemption or exemptions from the requirements to
provide the relevant subscribers with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions, certain
protections, rights and remedies provided by the applicable Canadian
securities laws will not be available to the relevant subscriber. The ordinary
shares will be subject to statutory resale restrictions under the applicable
Canadian securities laws and any resale of the ordinary shares must be made in
accordance with such resale restrictions or in reliance on an available
exemption therefrom. The subscriber is solely responsible (and Company not in
any way responsible) for compliance with applicable securities laws in the
resale of any ordinary shares.
Notice to investors in Hong Kong
WARNING: THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN
RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF
THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA (HONG KONG) OR IN OR INTO ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement has not been reviewed by any regulatory authority in Hong
Kong and it has not been, and will not be, registered as a prospectus under
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of
the Laws of Hong Kong) (CWUMPO), nor has it been authorised by the Securities
and Futures Commission pursuant to the Securities and Futures Ordinance (Cap.
571 of the Laws of Hong Kong) (SFO). Accordingly, the ordinary shares may not
be offered or sold in Hong Kong, by means of any document, other than:
a) to persons who are "professional investors" as defined in
the SFO and any rules made thereunder; or
b) in other circumstances which do not result in this
announcement being a "prospectus" as defined in the CWUMPO or which do not
constitute an offer to the public within the meaning of the CWUMPO.
No advertisement, invitation or document relating to the ordinary shares has
been or will be issued, or has been or will be in the possession of any person
for the purpose of issue, in Hong Kong or elsewhere that is directed at, or
the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to the ordinary shares that are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional
investors" (as defined in the SFO and any rules made thereunder). No person to
whom a copy of this announcement is issued may issue, circulate or distribute
this announcement in Hong Kong or make or give a copy of this announcement to
any other person. No person to whom the ordinary shares are issued may sell,
or offer to sell, such ordinary shares in circumstances that amount to an
offer to the public in Hong Kong within six months following the date of issue
of such ordinary shares.
Notice to investors in Singapore
This announcement has not been and will not be registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, this announcement and any
other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the ordinary shares may not be circulated or
distributed, nor may ordinary shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or
indirectly, to any person in Singapore other than (i) to an institutional
investor (as defined in Section 4A of the Securities and Futures Act 2001 of
Singapore (SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant person
(as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance
with the conditions specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations
2018 of Singapore, or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA. A reference to any
term as defined in the SFA or any provision in the SFA is a reference to that
term or provision as modified or amended from time to time including by such
of its subsidiary legislation as may be applicable at the relevant time.
Notification under Section 309B of the SFA: the ordinary shares are
"prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and
"Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Forward-looking statements
This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements involve known
and unknown risks and uncertainties, many of which are beyond the group's
control and all of which are based on the directors' current beliefs and
expectations about future events. In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology,
including, without limitation, the terms "anticipates", "believes", "could",
"envisages", "estimates", "expects", "intends", "may", "plans", "projects",
"should", "will" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements relate to matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the intentions, beliefs and
current expectations of the Company or the directors concerning, among other
things, the results of operations, financial condition, liquidity, prospects,
growth and strategies of the Company and the industry in which the group
operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The actual results, performance or
achievements of the group or developments in the industry in which the group
operates may differ materially from the future results, performance or
achievements or industry developments expressed or implied by the
forward-looking statements contained in this announcement. Prospective
investors are strongly recommended to read the risk factors set out in Part
6 (Risk Factors) of the Admission Document for a more complete discussion of
the factors that could affect the Company's future performance and the
industry in which the group operates.
These forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be
achieved; actual events or results may differ materially as a result of risks
and uncertainties facing the group. Such risks and uncertainties could cause
actual results to vary materially from the future results indicated, expressed
or implied in such forward-looking statements.
The forward-looking statements contained in this announcement speak only as at
the date of this announcement. The Company undertakes no obligation to update
or revise publicly the forward-looking statements contained in this
announcement to reflect any change in expectations or to reflect events or
circumstances occurring or arising after the date of this announcement, except
as required in order to comply with its legal and regulatory obligations
(including under the AIM Rules for Companies).
No incorporation of website information
The contents of the Company's website, any website mentioned in this
announcement or any website directly or indirectly linked to these websites
have not been verified and do not form part of this announcement and
prospective investors should not rely on such information.
Notice to distributors - UK Product Governance
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (UK
Product Governance Requirements), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the ordinary shares have been subject to a product
approval process, which has determined that the ordinary shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (UK Target Market Assessment). Notwithstanding
the UK Target Market Assessment, "distributors" (for the purposes of the UK
Product Governance Requirements) should note that: the price of the ordinary
shares may decline and investors could lose all or part of their investment;
the ordinary shares offer no guaranteed income and no capital protection; and
an investment in the ordinary shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing or the Retail Offer. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment, Canaccord will only procure investors who
meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the ordinary shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the ordinary shares and determining appropriate
distribution channels.
Information to distributors - EU Product Governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, MiFID II Product Governance Requirements), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the ordinary shares
have been subject to a product approval process, which has determined that the
ordinary shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(EU Target Market Assessment). Notwithstanding the EU Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the ordinary shares may decline
and investors could lose all or part of their investment; the ordinary shares
offer no guaranteed income and no capital protection; and an investment in the
ordinary shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing or the Retail
Offer. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Canaccord will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the ordinary shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the ordinary shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "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 ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU
PROSPECTUS REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK
PROSPECTUS REGULATION")) WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) ARE
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED
INVESTORS"), OR (C) IF IN AUSTRALIA ONY TO PERSONS TO WHOM AN OFFER CAN BE
MADE WITHOUT A DISCLOSURE DOCUMENT IN ACCORDANCE WITH CHAPTER 6D OF THE
CORPORATIONS ACT 2001 (CTH) ("CORPORATIONS ACT") (AS EITHER A "SOPHISTICATED
INVESTOR", A "PROFESSIONAL INVESTOR" OR AN "EXPERIENCED INVESTOR" WHO IS
EXEMPT FROM THE DISCLOSURE REQUIREMENTS UNDER SECTION 708(8), (10) OR (11) OF
THE CORPORATIONS ACT); (D) IF IN THE HONG KONG SPECIAL ADMINISTRATIVE REGION,
THE PEOPLE'S REPUBLIC OF CHINA, ONLY TO PERSONS WHO ARE "PROFESSIONAL
INVESTORS" AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE
LAWS OF HONG KONG) AND ANY RULES (MADE THEREUNDER ("PROFESSIONAL INVESTORS"),
OR (E) PERSONS IN CANADA WHO ARE AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI
45-106") OF THE CANADIAN SECURITIES ADMINISTRATORS OR SUBSECTION 73.3(1) OF
THE SECURITIES ACT (ONTARIO), OR (F) IN SINGAPORE, TO PERSONS WHO ARE (I)
"INSTITUTIONAL INVESTORS" (AS DEFINED IN SECTION 4A(1)(C) OF THE SECURITIES
AND FUTURES ACT 2001 OF SINGAPORE (THE "SFA")); OR (II) A "RELEVANT PERSON"
(AS DEFINED IN SECTION 275(2) OF THE SFA); OR (III) A PERSON TO WHOM AN OFFER
IS BEING MADE, PURSUANT TO SECTION 275(1A) OF THE SFA, IN COMPLIANCE WITH ALL
APPLICABLE LAWS, REGULATIONS AND DIRECTIVES. PURSUANT TO SECTION 309B OF THE
SFA, PERSONS IN SINGAPORE ARE NOTIFIED THAT THE NEW ORDINARY SHARES ARE
"PRESCRIBED CAPITAL MARKETS PRODUCTS" (AS DEFINED IN THE SECURITIES AND
FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE) AND
"EXCLUDED INVESTMENT PRODUCTS" (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON
THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON
RECOMMENDATIONS ON INVESTMENT PRODUCTS) OR (G) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B),
(C), (D), (E) (F) and (G) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, 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 OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE 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 SECURITIES
ACT ("REGULATION S"); OR (II) WITHIN THE UNITED STATES TO CERTAIN QUALIFIED
INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT IN
TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED STATES. THERE WILL
BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
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.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL,
TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
None of the Company or the Placing Agent or any of its Representatives makes
any representation or warranty, express or implied to any Placees (as defined
below) regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
Persons who are invited to and who choose to participate in the placing (the
"Placing") of the Placing Shares (as defined below) by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
("Placees") 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,
and 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, undertakings and agreements, contained in this
Appendix.
In particular, each such Placee represents, warrants, acknowledges and agrees
to each of the Company and the Placing Agent that:
· 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 only;
· in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
o it is a UK Qualified Investor; and
o in respect of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
§ the Placing Shares acquired by and/or subscribed for by it in the Placing
will not be acquired and/or subscribed for on a non-discretionary basis on
behalf of, nor will they be acquired or subscribed for with a view to their
offer or resale to persons in the United Kingdom other than to UK Qualified
Investors, or in circumstances which may give rise to an offer of securities
to the public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent of the
Placing Agent has been given to each such proposed offer or resale; or
§ where the Placing Shares have been acquired or subscribed for by it on
behalf of persons in the United Kingdom other than UK Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
· except as otherwise permitted by the Company and the Placing Agent
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 Securities Act ("Regulation S"), or (ii) is a
"qualified institutional buyer" ("QIB") as defined in Rule 144A under the
Securities Act acquiring the Placing Shares 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;
· it understands that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered or sold,
directly or indirectly, 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;
· if it is a resident in Australia, it is an investor to whom an offer
can be made without a disclosure document in accordance with Chapter 6D of the
Corporations Act (as either a "sophisticated investor", a "professional
investor" or an "experienced investor" who is exempt from the disclosure
requirements under section 708(8), (10) or (11) of the Corporations Act);
· in the case of a person in Canada who acquires any Placing Shares
pursuant to the Placing:
o it is an "accredited investor" within the meaning of section 1.1 National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act (Ontario) (the
"OSA"), as applicable;
o it is, or is deemed to be, purchasing the Placing Shares as principal for
its own account in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution; and
o such person was not created or used solely to purchase or hold the Placing
Shares as an accredited investor under NI 45-106;
· in the case of a person in the Hong Kong Special Administrative
Region, the People's Republic of China, who acquires any Placing Shares
pursuant to the Placing, it is a Professional Investor and (i) it is taking up
the Placing Shares as principal for its own account and (ii) it is not taking
up the Placing Shares on behalf of any other person(s) or with a view to
distribute such Placing Shares to other person(s);
· in the case of a person in Singapore who acquires any Placing Shares
pursuant to the Placing they are:
o an "institutional investor" (as defined in section 4A(1)(c) of the SFA);
or
o a "relevant person" (as defined in section 275(2) of the SFA); or
o a person to whom an offer is being made, pursuant to section 275(1A) of
the SFA, in compliance with all applicable laws, regulations and directives;
· 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, acknowledgments, undertakings and
agreements contained in this Announcement;
· 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 (including this Appendix) and that
any Placing Shares acquired 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
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to EU Qualified
Investors, or in the United Kingdom to UK Qualified Investors or in
circumstances in which the prior consent of the Placing Agent has been given
to each such proposed offer or resale; and
· the Company and the Placing Agent will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.
Bookbuild
The Placing Agent will today commence the bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand for participation in the
Placing by Placees. The book will open with immediate effect. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in the Placing. 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.
The Placing Agent 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 and Nomad Agreement and of the Placing Shares
The Placing Agent is acting as global co-ordinator, sole bookrunner and
Placing Agent in connection with the Placing. The Company has today entered
into an agreement with Canaccord Genuity Limited (the "Placing Agent") (the
"Placing and Nomad Agreement") with the Placing Agent and SPARK Advisory
Partners Limited (as Nominated Adviser to the Company, the "Nomad")) under
which, subject to the terms and conditions set out therein, the Placing Agent
has agreed as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for new ordinary shares of £0.001 each in the
capital of the Company (the "Placing Shares"), in such number, if any, to be
determined following completion of the Bookbuild and as may be agreed between
the Placing Agent and the Company and set out in the executed final terms (the
"Final Terms"). The Placing is underwritten and, to the extent that the
Placing Agent fails to procure purchasers for 5,179,010,416 Placing Shares the
"Backstop Shares") at the Placing Price, prior to 7.30 a.m. (London time) on
the first business day immediately following the date of this Agreement, the
Placing Agent has agreed to purchase as principal such number of Backstop
Shares. In addition to the extent any Placee defaults in paying the Placing
Price (as defined below) in respect of any of the Placing Shares allocated to
it the Placing Agent has agreed to purchase as principal such Placing Shares.
In the event that the Placing Agent acquires Placing Shares in the Placing, it
may co-ordinate disposals of such shares in accordance with applicable law and
regulation. Except as required by applicable law or regulation, the Placing
Agent does not propose to make any public disclosure in relation to such
transactions.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of £0.001 each
in the capital of the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares,
and will be issued free of all claims, liens, charges, encumbrances and
equities.
Application for admission
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Placing Shares to trading on AIM
("Admission").
It is expected that Admission will become effective at or around 8.00 a.m. on
1 October 2024 (or such later time and/or date as may be agreed between the
Company and the Placing Agent) and that dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Placing
1. The Placing Agent is acting as global co-ordinator, sole
bookrunner and agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Placing
Agent. The Placing Agent and its agents and affiliates are each entitled to
enter bids in the Bookbuild as principal.
3. The price per Placing Share payable to the Placing Agent
by all Placees whose bids are successful is 4.8 pence (the "Placing Price").
The final number of Placing Shares will be determined by the Company (in
consultation with the Placing Agent) following completion of the Bookbuild but
will not be fewer than the Backstop Shares. The final number of Placing Shares
to be issued will be announced on a FCA-listed regulatory information service
(a "Regulatory Information Service") following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at the Placing Agent. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price. Bids may
be scaled down by the Placing Agent on the basis referred to in paragraph 12
below.
5. 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 Placing Agent's
consent, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and the Placing Agent. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Placing Agent as agent of the
Company, to pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has agreed to
allot to them.
6. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 11 September 2024, but may be closed earlier or later at the
absolute discretion of the Placing Agent. The Placing Agent may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
7. Each prospective Placee's allocation will be agreed
between the Placing Agent and the Company and will be confirmed orally or in
writing by the Placing Agent (as agent of the Company) following the close of
the Bookbuild. This confirmation to such Placee will constitute an irrevocable
legally binding commitment upon that person (who will at that point become a
Placee) in favour of the Placing Agent and the Company to subscribe for the
number of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its entirety.
8. The allocation of Placing Shares to Placees located in
the United States and Canada shall be conditional on the execution by each
Placee of an investor representation letter or subscription agreement (in the
form required by the Placing Agent).
9. All obligations under the Bookbuild and Placing will be
subject to 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 "Right to terminate under the
Placing and Nomad Agreement".
10. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by the
Placing Agent.
11. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such Placee by
the Placing Agent. The terms of this Appendix will be deemed incorporated by
reference therein.
12. Subject to paragraphs 4 and 5 above, the Placing Agent may
choose to accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Placing Agent may also,
notwithstanding paragraphs 4 and 5 above, 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 Company reserves the right (upon agreement with the Placing
Agent) to reduce or seek to increase the amount to be raised pursuant to the
Placing.
13. Except as required by law or regulation, no press release or
other announcement will be made by the Placing Agent 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.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and settlement".
15. To the fullest extent permissible by law, neither the
Company nor the Placing Agent nor any of its affiliates or any of its
Representatives shall have any responsibility or liability (whether in
contract, tort or otherwise) to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, neither the Company nor
the Placing Agent nor any of their respective affiliates nor any of their
respective Representatives shall have any responsibility or liability (whether
in contract, tort or otherwise and including to the fullest extent permissible
by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Placing Agent and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing and Nomad Agreement becoming
unconditional and not having been terminated in accordance with its terms. The
obligations of the Placing Agent under the Placing and Nomad Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. each of the representations and warranties of the Company
contained in the Placing and Nomad Agreement being true and accurate and not
misleading or becoming untrue or inaccurate on and as of the date of the
Placing and Nomad Agreement and at all times before Admission;
2. the Company complying with its obligations and
undertakings under the Placing and Nomad Agreement, so far as the same fall to
be performed or satisfied on or prior to Admission;
3. there not having occurred, in the good faith opinion of
the Placing Agent and the Nomad, any material adverse change in respect of the
Company and the Group at any time prior to Admission;
4. the Admission Document being published;
5. the shareholders of the Company authorising the
acquisition by the Company ("Acquisition") of the 70 per cent joint venture
interest in the Havieron gold-copper project, the 100 per cent of the Telfer
gold-copper mine and the selected Paterson Province assets ("Target Assets")
and the Placing;
6. the Wyloo Irrevocable Undertaking being in full force and
effect and not having been terminated;
7. the Tembo Irrevocable Undertaking being in full force and
effect and not having been terminated;
8. the Directors Irrevocable Undertaking being in full force
and effect and not having been terminated at any time prior to Admission;
9. the Company allotting, subject only to Admission, the
Placing Shares in accordance with the terms of the Placing and Nomad
Agreement;
10. the placing results announcement being published;
11. no supplementary admission document being published before
Admission which is materially adverse in the context of the Placing; and
12. Admission taking place by not later than 8.00 a.m. (London
time) on 1 October 2024 (or such later time and/or date as may be agreed
between the Company and the Placing Agent, being not later than 8 October
2024).
Each of the Placing Agent and the Nomad may at their discretion waive
compliance by the Company with certain of the conditions and/or agree an
extension in time for its satisfaction. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing and Nomad Agreement,
including those described above, are not fulfilled (or, where permitted,
waived or extended in writing by the Placing Agent) or become incapable of
fulfilment on or before the date or time specified for the fulfilment thereof
(or such later date and/or time as the Placing Agent and Nomad may agree); or
(b) the Placing and Nomad Agreement is terminated in the circumstances
specified below, the Placing will not proceed 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 the
Placee in respect thereof, save that the Placing Agent shall return any monies
received by prospective Placees to them in accordance with these terms and
conditions and the Placing and Nomad Agreement.
Neither the Placing Agent, the Nomad nor any of their respective affiliates
nor any of their respective Representatives shall have any responsibility or
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they 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 in
the absolute discretion of the Placing Agent.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Placing and Nomad Agreement" below, and
will not be capable of rescission or termination by the Placee.
Should Shareholder approval of the Acquisition and Placing not be obtained at
the Extraordinary General Meeting, none of the Placing nor Admission will
occur.
The Placing is not conditional on the Acquisition Agreement having become
unconditional in all respects. In the event that the Acquisition Agreement
does not become unconditional in all respects or is terminated after
Admission, Admission will still have occurred.
In the event that the Placing proceeds, but ultimately the Acquisition
Completion does not occur, the Directors intend to use the funds raised by the
Company to satisfy the Group's working capital requirements and costs of the
Acquisition, Placing and Retail Offer, repay the amounts drawn down (of
approximately A$7.1 million) under the Wyloo working capital facility. Where
Acquisition Completion does not occur, the Company may seek to utilise part of
the Fundraise proceeds to exercise its right of last refusal under the
Havieron JV in the event that Newmont proposes to sell its interest in the
Havieron JV to a third party and to seek other suitable acquisition
opportunities. The Company may apply the Placing Proceeds for another
acquisition of a company or mineral licence by the Group. If no other
acquisition opportunity can be found on acceptable terms the Company will take
steps to return such sums to Shareholders as a whole and not just Placees.
Restriction on further issue of securities
The Company has undertaken that it will not, and will procure that none of its
subsidiaries will, at any time between the date of the Placing and Nomad
Agreement and the date which is 90 days after the date of Admission, or the
termination of the Placing and Nomad Agreement whichever is earlier, without
the prior written consent of the Placing Agent enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Placing Agent and the Company.
By participating in the Placing, Placees agree that the exercise by the
Placing Agent of any power to consent to waive the undertaking by the Company
of a transaction which would otherwise be subject to such undertaking in the
Placing and Nomad Agreement shall be within the absolute discretion of the
Placing Agent, and that neither the Placing Agent nor the Company need to make
any reference to, consult with, or seek consent from, Placees and that the
Placing Agent shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent or failure so to exercise.
Right to terminate under the Placing and Nomad Agreement
At any time before Admission, the Placing Agent and the Nomad are each
entitled to terminate the Placing and Nomad Agreement in the following
circumstances, amongst others: (i) if any of the Company's warranties or
representations are not or cease to be true and accurate or have become
misleading; or (ii) if any of the conditions have not been satisfied (or,
where capable of waiver, waived by the Placing Agent) by the date specified
therein; or (iii) the Company fails to comply with any of its obligations or
undertakings under the Placing and Nomad Agreement (save for any such breach
which in the opinion of either the Placing Agent or Nomad is not material); or
(iv) in the good faith opinion of the Placing Agent, there shall have occurred
any material adverse change in respect of the Company and the Group (within
the meaning of the Placing and Nomad Agreement).
Upon notice being given to the Company, the parties to the Placing and Nomad
Agreement shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective obligations
under or pursuant to the Placing and Nomad Agreement, subject to certain
exceptions.
Any termination by either the Placing Agent or the Nomad of its rights under
the Placing Agreement shall be without prejudice to the obligations (if any)
and rights of the other and the Placing Agreement shall continue in full force
and effect in respect of the other parties.
By participating in the Placing, Placees agree that the exercise or
non-exercise by the Placing Agent of any right of termination or other
discretion under the Placing and Nomad Agreement shall be within the absolute
discretion of the Placing Agent, and that neither the Placing Agent nor the
Company need to make any reference to, consult with, or seek consent from,
Placees and that neither the Placing Agent nor the Company shall have any
liability to Placees whatsoever in connection with any such exercise or
failure so to 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 prospectus has been
or will be prepared or submitted to be approved by the FCA or submitted to the
London Stock Exchange or in any other jurisdiction in relation to the Placing
and no such prospectus is required (in accordance with the UK Prospectus
Regulation and the EU Prospectus Regulation) to be published. Placees'
commitments will be made solely on the basis of their own assessment of the
Company, the Placing and the Placing Shares based on information contained in
this Announcement (including this Appendix), the Admission Document and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement, and subject to the further terms set forth in the contract note
or trade confirmation to be provided to individual prospective Placees. Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement, the Admission Document and all other publicly available
information previously and simultaneously published by or on behalf of the
Company by notification to a Regulatory Information Service is exclusively the
responsibility of the Company and has not been independently verified by the
Placing Agent. Each Placee, by accepting a participation in the Placing,
further confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of the
Company, the Placing Agent or any other person and none of the Company or the
Placing Agent or any of its affiliates or any of its Representatives will be
liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the Placee may
have obtained or received. Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
The Acquisition constitutes a reverse takeover under the AIM Rules of the
London Stock Exchange and the Company has concurrently with this Announcement
published an Admission Document in accordance with the AIM Rules for the
re-application for admission to listing of the Company's share capital
following completion of the Acquisition (the "Admission Document"); and such
Admission Document includes additional disclosure in relation to the Target
Assets, including without limitation, a competent persons report on the Target
Assets, which may be different from and which will update, supplement and/or
supersede the publicly available information previously published by or on
behalf of the Company.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B15XDH89)
following Admission will take place within the CREST system, subject to
certain exceptions. In the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and the Placing Agent may agree that the Placing
Shares should be issued in certificated form. The Placing Agent and the
Company reserve the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated form or by
such other means as they deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or trade confirmation stating the
number of Placing Shares to be allocated to it at the Placing Price and
settlement instructions. It is expected that such contract note or trade
confirmation will be despatched on or around 11 September 2024 and that this
will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the Placing
Agent.
The Company will deliver the Placing Shares to a CREST account operated by the
Placing Agent as agent for the Company and the Placing Agent will enter its
delivery (DEL) instruction into the CREST system. The Placing Agent will hold
any Placing Shares delivered to this account as nominee for the Placees until
settlement. 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 will be on 1 October 2024 following approval of
the Acquisition and the Placing by the Company's shareholder on a delivery
versus payment basis in accordance with the instructions given to the Placing
Agent. Should Shareholder approval of the Acquisition and Placing not be
obtained at the Extraordinary General Meeting, none of the Placing nor
Admission will occur. 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 SONIA as determined by the Placing
Agent.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Placing Agent 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 account and benefit of each of the Placing Agent, 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 may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or penalties
thereon) imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for Placing
Shares, each Placee confers on each of the Placing Agent all such authorities
and powers necessary to carry out any such transaction and agrees to ratify
and confirm all actions which each of the Placing Agent lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note or trade confirmation is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (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 Placing Agent or the Company shall be responsible for the
payment thereof.
Placees (or any nominee or other agent acting on behalf of a Placee) 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) with the Placing Agent and the Company, in each case as a
fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement (including
this Appendix) in its entirety and that its participation in the Bookbuild and
the Placing and its acquisition 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 it undertakes not to redistribute or duplicate 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;
2. no prospectus has been or will be prepared in connection
with the Placing or is required under the UK Prospectus Regulation, the
Financial Services and Markets Act 2000, as amended ("FSMA"), the Securities
Act, the Corporations Act, Canadian securities laws, the HK Professional
Investor Regulation or the SFA or any other applicable law and it has not
received and will not receive a prospectus or other offering document in
connection with Admission, the Bookbuild, the Placing, the Company or the
Placing Shares;
3. that the Company has prepared and will issue or has
issued the Acquisition Announcement, which includes information based on the
Target Assets which information is subject to change and finalisation;
4. that the Acquisition constitutes a reverse takeover under
the AIM Rules of the London Stock Exchange and the Company has, concurrently
to this Announcement, published an Admission Document, which includes
additional disclosure in relation to the Target Assets, including, without
limitation, a competent persons report on the Target Assets which may be an
update, supplement and/or supersede the publicly available information
previously published by or on behalf of the Company;
5. that any information with which it may have been or will
be furnished by or on behalf of the Company in connection with the Placing
and/or the Acquisition was, or will be, prepared and issued by and is the sole
responsibility of the Company, was or will be furnished to it solely for
information purposes, and should not be considered as a recommendation by the
Company or any other person to acquire Placing Shares;
6. the Placing does not constitute a recommendation or
financial product advice and the Placing Agent has not had regard to its
particular objectives, financial situation and needs and the Placing Agent is
not responsible or liable for any information that has been or will be
disclosed or made available by the Company or any misstatements or omissions
from any such information, in relation to or in connection with the Company,
the Target Assets, the Placing and/or the Acquisition, other than to the
extent that such liability cannot be excluded or limited as a matter of law;
7. if it has received any "inside information" concerning
the Company or its shares or other securities or related financial instruments
in advance of the Placing, that it has not: (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the securities
of the Company; or (iii) disclosed such information to any person except as
permitted by the UK version of Market Abuse Regulation (EU) No. 596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("UK MAR") and any delegating acts, implementing acts, technical
standards and guidelines thereunder, prior to the information being made
publicly available;
8. it has the power and authority to carry on the activities
in which it is engaged, to subscribe and/or acquire Placing Shares and to
execute and deliver all documents necessary for such subscription and/or
acquisition;
9. neither the Company or the Placing Agent or any of its
affiliates or any of its Representatives or 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 or the Company or any other person
other than this Announcement, nor has it requested any of the Company or the
Placing Agent or any of its affiliates or any of its Representatives or any
person acting on behalf of any of them to provide it with any such material or
information;
10. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement (the "Publicly Available Information"); and (ii) the Company's
Ordinary Shares are admitted to trading on AIM and the Company is therefore
required to publish certain business and financial information in accordance
with UK MAR, the rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes a
description of the nature of the Company's business, most recent balance sheet
and profit and loss account, and it has reviewed such Exchange Information as
it has deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing, the Acquisition and the Placing Shares as
it has deemed necessary in connection with its own investment decision to
acquire any of the Placing Shares and has satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing;
11. (i) none of the Company or the Placing Agent or any of its
affiliates or any of its Representatives or any person acting on their behalf
has made any warranties or representations to it, express or implied, with
respect to the Company, the Acquisition, the Placing and the Placing Shares or
the accuracy, fairness, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly disclaims
any liability in respect thereof; and (ii) it will not hold the Placing Agent
or any of its affiliates or any of its Representatives or any person acting on
their behalf responsible for any misstatements in or omissions from any
Publicly Available Information or any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
12. the content of this Announcement is exclusively the
responsibility of the Company and that neither the Placing Agent, the Nomad
nor any of their respective affiliates nor any of their respective
Representatives nor any person acting on their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Publicly Available Information or Exchange Information, 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 or simultaneously published by or on behalf of the
Company or otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which such Placee
has relied in committing itself to acquire the Placing Shares is contained in
this Announcement and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given, investigation made or representations, warranties or
statements made by either of the Company or the Placing Agent or any of its
affiliates or any of its Representatives or any person acting on their behalf
and neither the Placing Agent, the Nomad nor the Company nor any of their
respective affiliates nor any of their respective Representatives nor any
person acting on its or their 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, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
13. it has not relied on any information relating to the Company
contained in any research reports prepared by the Placing Agent or any of its
affiliates or any of its Representatives or any person acting on their behalf
and understands that (i) none of the Placing Agent, the Nomad or any of their
respective affiliates or any of their respective Representatives or any person
acting on their behalf has or shall have any liability for public information
or any representation; (ii) none of the Placing Agent, the Nomad or any of
their respective affiliates or any of their respective Representatives or 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 (iii) none of the Placing Agent, the Nomad or any of their
respective affiliates or any of their respective Representatives or 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;
14. in making any decision to acquire Placing Shares, (i) it has
such knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of taking up the Placing Shares; (ii) it is experienced in investing in
securities of a similar nature to the Ordinary Shares and in the sector in
which the Company operates 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 Company and its
affiliates operate, 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 Placing Agent; (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, and (v) it
will not look to the Company, the Placing Agent, the Nomad any of their
respective affiliates, any of their respective Representatives or any person
acting on their behalf for all or part of any such loss or losses it or they
may suffer;
15. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or otherwise;
16. unless otherwise specifically agreed with the Placing Agent,
it and each account it represents is not and, at the time the Placing Shares
are acquired, will not be, located in Australia, Japan, the Republic of South
Africa or any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares;
17. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the Placing
Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly of any such Placing Shares in or into
Australia, Canada, Japan, the Republic of South Africa, or any other
jurisdiction in which the same would be unlawful; (ii) it understands, and
each account it represents has been advised, that the Placing Shares have not
been and will not be registered or qualified for distribution by way of a
prospectus under the securities legislation of Australia, Canada, Japan, the
Republic of South Africa and, subject to certain exceptions under the relevant
securities law being applicable, may not be offered, sold, acquired,
renounced, distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required; and (iii) it understands, and each
account it represents has been advised, that no placement document,
prospectus, product disclosure statement or other disclosure document has been
lodged with the Australian Securities and Investments Commission in relation
to this Announcement, the contents of this Announcement do not constitute a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act and does not purport to include the information required
for a prospectus, product disclosure statement or other disclosure document
under the Corporations Act;
18. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state or other
jurisdiction of the United States; (ii) the Placing Shares are being offered
and sold only (a) to persons reasonably believed to be QIBs in transactions
exempt from the registration requirements of the Securities Act or (b) in an
"offshore transaction" within the meaning of and pursuant to Regulation S
under the Securities Act; (iii) the Placing Shares may only be reoffered or
resold in transactions exempt from, or not subject to, the registration
requirements of the Securities Act and no representation has been made as to
the availability of any exemption under the Securities Act or any relevant
state or other jurisdiction's securities laws for the reoffer, resale, pledge
or transfer of the Placing Shares; and (iv) a prospectus will not be published
in respect of any of the Placing Shares under the Securities Act or the
securities laws of any state or other jurisdiction of the United States;
19. it is not acquiring any of the Placing Shares as a result of
any form of "directed selling efforts" within the meaning of Regulation S or
as a result of any form of "general solicitation" or "general advertising"
within the meaning of Rule 502(c) of Regulation D under the Securities Act and
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;
20. it is not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company, and is not acting on behalf of an affiliate of
the Company;
21. the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and for so long as the Placing Shares are restricted
securities, it will segregate such Placing Shares from any other shares in the
Company that it holds that are not restricted securities, will not deposit the
Placing Shares into any depositary receipt facility maintained by any
depositary bank in respect of the Company's ordinary shares and will notify
any subsequent transferee of such Placing Shares of the applicable transfer
restrictions;
22. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the Placing
(including any electronic copies thereof), directly or indirectly, whether in
whole or in part, in or into the United States, Australia, Canada, Japan or
the Republic of South Africa;
23. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable laws and
regulations;
24. if the Placing Shares were offered to it in the United
States, it has consulted its own independent advisors or otherwise has
satisfied itself concerning, without limitation, the effects of United States
federal, state and local income tax laws (including as to the consequences of
the Company being or becoming a "passive foreign investment company" (as
defined in Sec on 1297 of the U.S. Internal Revenue Code of 1986, as amended
(the "Code")) and foreign tax laws generally and the U.S. Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the U.S. Investment Company
Act of 1940, as amended, and the Securities Act;
25. either: (a) it is not and for so long as it holds the
Placing Shares (or any interests therein) will not be a "benefit plan
investor" as defined in Sec on 3(42) of ERISA, or a governmental, church or
non-U.S. plan which is subject to any federal, state, local or non-U.S. law
that is substantially similar to Sec on 406 of ERISA or Sec on 4975 of the
Code ("Similar Law"); or (b) its acquisition, holding and disposition of the
Placing Shares will not result in a non-exempt prohibited transaction under
Sec on 406 of ERISA or Sec on 4975 of the Code, or, in the case of such a
governmental, church or non-U.S. plan, a violation of any Similar Law;
26. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent for, and the
Placing Shares will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96
of the Finance Act 1986 (depositary receipts and clearance services), 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 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;
27. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, UK MAR and any delegating
acts, implementing acts, technical standards and guidelines thereunder, and in
connection with money laundering and terrorist financing, under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended) 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, 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 Placing Agent has not received
such satisfactory evidence, the Placing Agent may, in their absolute
discretion, terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Placing Agent will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;
28. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or the UK Prospectus Regulation:
(a) any 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 any member state of the EEA other than EU
Qualified Investors or persons in the United Kingdom other than UK Qualified
Investors, or in circumstances in which the prior consent of the Placing Agent
has been given to each such proposed offer or resale; or (b) where Placing
Shares will be acquired by it on behalf of persons in any member state of the
EEA other than EU Qualified Investors or persons in the United Kingdom other
than UK Qualified Investors, the offer of those Placing Shares will not be
treated under the EU Prospectus Regulation or UK Prospectus Regulation as
having been made to such persons;
29. 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 persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of Article 2(d) of the
Prospectus Regulation;
30. it understands that 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, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
31. if it is in a member state of the EEA, it is an EU Qualified
Investor and, to the extent applicable, any funds on behalf of which it is
acquiring the Placing Shares that are located in a member state of the EEA are
each themselves such an EU Qualified Investor;
32. if it is in the United Kingdom, it and any person acting on
its behalf is a UK Qualified Investor and it is a "professional client" or an
"eligible counterparty" within the meaning set out in chapter 3 of the FCA's
Conduct of Business Sourcebook;
33. 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;
34. 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 the public in any member state of the EEA except in circumstances falling
within Article 1(4) of the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to Article 3 of the
EU Prospectus Regulation;
35. 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 FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require the approval of the communication by an authorised person and
it acknowledges and agrees that this Announcement has not been approved by the
Placing Agent in their capacity as an authorised person under section 21 of
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as a financial promotion by an authorised person;
36. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom) with respect
to anything done by it in relation to the Placing Shares;
37. no action has been or will be taken by either the Company or
the Placing Agent or any person acting on behalf of the Company or the Placing
Agent 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;
38. 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 the acknowledgments, undertakings, representations and
agreements and give the indemnities herein on behalf of each such person; and
(ii) it is and will remain liable to the Company and/or the Placing Agent 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;
39. (i) 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; (ii) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) 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
Company or the Placing Agent or any of its affiliates or any of its
Representatives acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing; and (iv) the acquisition 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;
40. it 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;
41. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement (including this Appendix)
on the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other persons or sold as the Placing Agent may in
their absolute discretion determine and without liability to such Placee, and
it will remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty or stamp
duty reserve tax or other similar taxes (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;
42. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that the Placing Agent 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;
43. neither the Placing Agent nor any of its affiliates nor any
of its Representatives nor any person acting on behalf of any of them, are
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 participation in the Placing is on the basis that it is not and will not
be a client of the Placing Agent and the Placing Agent has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for giving advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing and Nomad Agreement nor for the exercise or performance of any of
their rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
44. 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. Neither the Placing Agent nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, the Placing Agent and its affiliates and
each of its Representatives in respect of the same on an after-tax basis on
the basis that the Placing Shares will be allotted to the CREST stock account
of the Placing Agent who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement instructions;
45. it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Placing Agent and its affiliates and each of its
Representatives from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising, directly or indirectly, out of or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
46. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Placing Agent 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;
47. in connection with the Placing, the Placing Agent and any of
its affiliates acting as an investor for their own account may acquire Placing
Shares and in that capacity may acquire, retain, purchase or sell for their
own account such Ordinary Shares in the Company and any other 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 the Placing Agent or its affiliates in such capacity. In
addition, the Placing Agent may enter into financing arrangements and swaps
with investors in connection with which the Placing Agent may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares. Neither the Placing Agent nor its 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;
48. the Placing Agent and its 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. The Placing Agent and its
affiliates may provide such services to the Company and/or its affiliates in
the future;
49. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the transaction and securities will
be fully distributed by the Placing Agent. The Placing Agent reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take account of
the Company's objectives, MiFID II or other regulatory requirements and/or
their allocation policies;
50. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the contract note or
trade confirmation will continue notwithstanding any amendment that may in the
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 Placing Agent' conduct of the Placing;
51. neither the Company nor the Placing Agent owes any fiduciary
or other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or indemnities in the
Placing and Nomad Agreement;
52. it may not rely on any investigation that any of the Placing
Agent or any person acting on its behalf may or may not have conducted with
respect to the Company and its affiliates, the Placing Shares or the Placing
and the Placing Agent has not made any representation or warranty to it,
express or implied, with respect to the suitability or merits of any
transactions it may enter into in connection with the Placing, or as to the
condition, financial or otherwise, of the Company and its affiliates, or as to
any other matter relating thereto, and no information has been prepared by, or
is the responsibility of, the Placing Agent for the purposes of the Placing;
53. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on behalf of
each such account;
54. time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and conditions;
55. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 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 and such
non-contractual obligations, 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 either the Company or the Placing
Agent 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;
55. if it is resident in Canada:
(i) it understands that the offering of the Placing Shares is
being made on a private placement basis only in the provinces of Ontario,
Quebec, Alberta, British Columbia and Manitoba (the "Canadian Private
Placement Provinces") on a basis exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities regulatory
authorities in Canada and as such, any resale of the Placing Shares must be
made in accordance with an exemption from, or in a transaction not subject to,
the prospectus requirements of applicable securities laws;
(ii) it is resident in one of the Canadian Private Placement
Provinces;
(iii) it is purchasing the Placing Shares as principal, or is deemed
to be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale or
redistribution;
(iv) it is not an individual;
(v) it is an "accredited investor" as such term is defined in
section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario), as applicable;
(vi) it is a "permitted client" as such term is defined in section 1.1
of NI 31-103;
(vii) it has not received any offering memorandum (as such term is
defined under Canadian securities law) from any party in respect of the
Placing or the Placing Shares;
(viii) it understands that any resale of the Placing Shares acquired by
it in the Placing must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant jurisdiction, and
which may require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction not subject to the prospectus requirements or otherwise under a
discretionary exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that these
resale restrictions may under certain circumstances apply to resales of the
Placing Shares outside of Canada; and
61. if it is a person in the Hong Kong Special Administrative
Region, the People's Republic of China, that it is a Professional Investor and
(i) it is taking up the Placing Shares as principal for its own account and
(ii) it is not taking up the Placing Shares on behalf of any other person(s)
or with a view to distribute such Placing Shares to other person(s); and
62. if it is a person in Singapore:
(i) it acknowledges the Company's notification under Section
309B of the Securities and Futures Act 2001 of Singapore (the "SFA") that the
Subscription Shares are "prescribed capital markets products" (as defined in
the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products); and
(ii) it is:
(i) an "institutional investor" (as defined in section
4A(1)(c) of the SFA); or
(ii) a "relevant person" (as defined in section 275(2) of the
SFA); or
(iii) a person to whom an offer is being made, pursuant to section
275(1A) of the SFA.
56. if it is a resident in Australia, it is an investor to
whom an offer can be made without a disclosure document in accordance with
Chapter 6D of the Corporations Act (as either a "sophisticated investor", a
"professional investor" or an "experienced investor" who is exempt from the
disclosure requirements under section 708(8), (10) or (11) of the Corporations
Act);
57. no person has made any written or oral representations to
such Placee (i) that any person will resell or repurchase the Instruments,
(ii) that any person will refund the purchase price of the Placing Shares, or
(iii) as to the future price or value of the Placing Shares;
57. the Company, the Placing Agent and its affiliates and its
Representatives and others will rely upon the truth and accuracy of the
acknowledgements, representations, warranties, indemnities, undertakings and
agreements set forth herein and which are given to the Placing Agent on its
own behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises the Company and the Placing Agent 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. It agrees that if any of the
acknowledgements, representations, warranties, undertakings and agreements
made in connection with its subscribing and/or acquiring of Placing Shares is
no longer true or accurate, it shall promptly notify the Company and the
Placing Agent;
58. 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 Placing Agent;
59. 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;
60. 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;
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company and the
Placing Agent and are irrevocable.
In addition, each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "U.S. Placee") shall make
specific representations, warranties, agreements and acknowledgements pursuant
to a U.S. investor representation letter. Each U.S. Placee acknowledges that
it will not be permitted to purchase, subscribe for or otherwise take up
Placing Shares unless it has signed and returned such a representation letter
in accordance with the terms thereof. Participation by prospective U.S.
Placees shall be on a limited basis at the absolute discretion and
satisfaction of the Company and the Placing Agent.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
and representation 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. If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes
may be payable, for which neither the Company nor the Placing Agent will be
responsible and each Placee shall indemnify on an after-tax basis and hold
harmless the Company, the Placing Agent and its affiliates and its
Representatives for any stamp duty or stamp duty reserve tax or other similar
tax paid or otherwise payable by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Placing Agent accordingly.
Neither the Company nor the Placing Agent is liable to bear any capital duty,
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any Placing Shares or
the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, the Placing
Agent and its affiliates and its Representatives from any and all interest,
fines or penalties in relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Placing Agent accordingly.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Placing Agent and/or any of its 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 Placing Agent
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing and Nomad Agreement. When a Placee or person acting on
behalf of the Placee is dealing with the Placing Agent any money held in an
account with the Placing Agent 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 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 Placing Agent's money in accordance with the client money rules and
will be used by the Placing Agent in the course of its own business; and the
Placee will rank only as a general creditor of the Placing Agent.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Placing Agent 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.
All times and dates in this Announcement may be subject to amendment by the
Placing Agent (in their absolute discretion). The Placing Agent shall notify
the Placees and any persons acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Placing Agent or its affiliates or its Representatives
pursuant to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax chargeable
(or which would be chargeable but for the availability of any relief unrelated
to the loss, damage, cost, charge, expense or liability against which the
indemnity is given on such amount (including on the increased amount)) there
shall remain a sum equal to the amount that would otherwise have been so
payable.
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