REG - Harena Resources PLC - Proposed fundraising to raise up to £1.2 million
31/07/2025 18:15
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RNS Number : 4993T Harena Resources PLC 31 July 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.
31 July 2025
Harena Resources Plc
("Harena" or the "Company")
Proposed fundraising to raise up to £1.2 million
Proposed Board changes
and
Appointment of Allenby Capital as Joint Broker and Financial Adviser
Harena Resources Plc (LSE: HREE), the rare earths company focused on the
Ampasindava ionic clay rare earth project in Madagascar (the "Ampasindava
Project"), today announces its intention to conduct a fundraising
to raise gross proceeds of up to £1.2 million through a placing (the
"Placing") of up to 80,000,000 new ordinary shares ("Placing Shares") of 0.5
pence each in the share capital of the Company ("Ordinary Shares") to new and
existing institutional and professional investors ("Placees") at an issue
price of 1.5 pence per new Ordinary Share (the "Issue Price").
The Placing is being made available to certain institutional and professional
investors but is not available to the public and will be conducted by way of
an accelerated bookbuild ("Bookbuild") which will open immediately
following release of this Announcement in accordance with the terms and
conditions set out in Appendix I.
In addition, the board of directors of Harena (the "Board" or the "Directors")
are pleased to announce the proposed appointment of Ivan Murphy and Paul
Richards as Non-Executive Chairman and Non-Executive Director respectively,
effective following the announcement of the results of the Bookbuild, with
Cameron Pearce and Sam Quinn stepping down from the Board as Non-Executive
Directors.
The Board is also pleased to announce the appointment of Allenby Capital
Limited ("Allenby Capital") as the Company's joint broker and financial
adviser with effect from today and who will be sole bookrunner (the
"Bookrunner") in respect of the Placing.
Summary
· Harena is conducting a Placing to raise up to £1.2 million
(before expenses) through the proposed issue of up to 80,000,000 new Ordinary
Shares at 1.5 pence per Placing Share.
· The Placing will enable the Company to advance the Ampasindava
Project towards production by progressing a number of near-term and material
milestones, as well as provide additional general working capital.
· The proposed appointment of Ivan Murphy as Non-Executive Chairman
and Paul Richards as a Non-Executive Director will strengthen the Board as
both possess extensive knowledge of the Ampasindava Project, having both been
directors of the previous owner of the Ampasindava Project.
· It is proposed that Cameron Pearce and Sam Quinn will step down
from the Board as Non-Executive Directors, effective following the
announcement of the results of the Bookbuild.
· Appointment of Allenby Capital as the Company's joint broker and
financial adviser with immediate effect.
· The final number and allocation of the Placing Shares will be
determined by the Bookrunner in consultation with the Company and the result
of the Placing will be announced as soon as practical after the release of
this Announcement.
The Placing will be implemented using the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis, granted at the
general meeting of the Company on 20 March 2025.
Details of the Placing and proposed Board changes are set out further below.
The terms and conditions of the Bookbuild are set out in Appendix I at the end
of this Announcement.
For further information please contact:
Harena Resources Plc
Allan Mulligan, Executive Technical Director +44 (0)20 7770 6424
LEI: 213800TNHZOA4JIZK687
Allenby Capital Limited - Financial Adviser & Joint Broker +44 (0)20 3328 5656
Jeremy Porter / Vivek Bhardwaj (Corporate Finance) info@allenbycapital.com (mailto:info@allenbycapital.com)
Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)
Tavira Financial Limited - Joint Broker
Jonathan Evans / Oliver Stansfield +44 (0)20 7330 1833
Celicourt Communications - Public Relations 44 (0)20 7770 6424 celicourt@celicourt.uk (mailto:celicourt@celicourt.uk)
Mark Antelme / Charles Denley-Myerson
Notes to editors
Harena (www.harenaresources.com.au (http://www.harenaresources.com.au) ) is a
rare earths exploration and development company focused on the Ampasindava
Ionic Clay Rare Earth Project in Madagascar (Harena's interest is 75%). The
project hosts one of the largest ionic clay rare earth deposits outside of
China, with significant concentrations of high-value magnet metals. Harena is
committed to low-impact, high recovery mining, providing a sustainable supply
of critical minerals for the global energy transition and military defence
industries. Forward-Looking Statements This announcement contains
forward-looking statements that involve risks and uncertainties. Actual
results may differ materially from those expressed or implied in such
statements.
This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices' and the terms and
conditions of the Placing (representing important information for invited
Placees only) in Appendix I to this Announcement.
This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of Harena is Allan Mulligan, Executive
Technical Director.
Details of the Placing and proposed Board changes
Use of Placing proceeds
The net proceeds of the Placing, which are expected to amount to
approximately £1.05 million (assuming a Placing of 80,000,000 new Ordinary
Shares at the Issue Price and expenses of approximately £0.15 million), will
enable the Company to advance the Ampasindava Project towards production by
progressing a number of near-term and material milestones, as well as provide
additional general working capital. This includes the completion of a
feasibility study, environmental studies, conversion of the mining licence,
early site works and the construction of an onsite laboratory.
Details of the Placing
It is expected that the Placing will result in the issue of up to 80,000,000
new Ordinary Shares at the Issue Price, to raise up to £1.2 million before
expenses for the Company. The Placing will represent up to 16.20 per cent. of
the enlarged issued share capital of the Company after the Placing.
The Issue Price represents a premium of approximately 11.1 per cent. to the
closing middle market price of 1.35 pence per Ordinary Share on 31 July 2025,
being the latest closing price prior to this Announcement.
Pursuant to a placing agreement dated 31 July 2025 between Allenby Capital
and the Company (the "Placing Agreement"), Allenby Capital has conditionally
agreed, as agent on behalf of the Company, to use their reasonable endeavours
to procure subscribers for the Placing Shares.
The Company also intends to issue warrants to subscribe for up to 40,000,000
new Ordinary Shares ("Fee Warrants") to Ivan Murphy and Paul Richards for
their services in respect of the Placing. The Fee Warrants are exercisable at
a price of 3 pence per Fee Warrant for a period of five years from the date of
Admission (as defined below). In addition, the Company also intends to intend
to issue warrants to subscribe for up to 40,000,000 new Ordinary Shares
("Performance Warrants") to Ivan Murphy and Paul Richards for their services
to the Company. While Ivan and Paul will be non-executive directors, their
extensive knowledge of the project and Madagascar and their relationships are
expected to be instrumental in progressing the Ampasindava Project. The
Performance Warrants are exercisable at a price of 5 pence per warrant for a
period of five years from the date of Admission (as defined below) and will
only vest in the event that the Company's Ampasindava Project licence has
converted into a mining licence. The exercise of the Fee Warrants and the
Performance Warrants will be conditional on the Company obtaining additional
share authorities.
The Fee Warrants and Performance Warrants will not be admitted to trading on
the London Stock Exchange Plc (the "London Stock Exchange") or any other stock
exchange. The issue and exercise of the Fee Warrants and the Performance
Warrants will be conditional on the Company obtaining the requisite
authorities to issue new Ordinary Shares beyond the Placing Shares, including
the passing of resolutions at the Company's next general meeting of
shareholders.
The Placing is subject to the terms and conditions set out in Appendix I to
this Announcement. The Bookrunner will commence the Bookbuild in respect of
the Placing immediately following the release of this Announcement. The exact
number of Placing Shares will be determined at the close of the Bookbuild and
will be announced as soon as practicable thereafter.
The timing of the closing of the Bookbuild, the number of new Ordinary Shares
to be issued pursuant to the Placing and allocations among subscribers are
at the absolute discretion of the Bookrunner, in consultation with the
Company. A further announcement confirming the final details of the Placing
will be made following the closing of the Bookbuild. The Bookrunner reserves
the right to close the Bookbuild without further notice. The Placing is being
undertaken on a reasonable endeavours basis and is not being
underwritten. Furthermore, the proposed issue of the new Ordinary Shares
pursuant to the Placing will take place on a non-pre-emptive basis.
The new Ordinary Shares, when issued, will be credited as fully paid and
will rank pari passu in all respects with each other and with the existing
Ordinary Shares including, without limitation, the right to receive all
dividends and other distributions declared, made or paid on or after the date
of issue.
The Placing is conditional upon, amongst other things, the Placing Agreement
not having been terminated in accordance with its terms and Admission (as
described below) becoming effective. The Placing will be implemented using
Company's existing shareholder authorities.
Proposed Board Changes
It is proposed that Ivan Murphy and Paul Richards will join the Board as
Non-Executive Chairman and Non-Executive Director respectively, effective
following completion of the Placing. Contemporaneously with their appointments
becoming effective, it is also proposed that Cameron Pearce and Sam Quinn will
step down from the Board as Non-Executive Directors.
Ivan James Bowen Murphy ("Ivan Murphy")
Ivan has over 25 years' experience in sourcing, structuring, and raising
public and private equity for various companies in the natural resources
sector. Ivan has held a number of key roles including acting as Director at
GazpromBank Invest MENA, Partner at Fairfax Investment Bank, Managing Director
of Aberdeen Asset Management (Ireland) Limited, and Executive Chairman of
Tantalus Rare Earths AG. the previous owner of the Ampasindava Project. When
previously involved in the Ampasindava Project he brought the opportunity to
potential development partners in the US and Europe. Ivan was also a founder
director of Cove Energy PLC (acquired for $1.5 billion) and secured $20
million in private equity for Aladdin Middle East, a Turkish oil E&P
company.
Andrew Paul Richards ("Paul Richards")
Paul is a qualified Solicitor and experienced investment banker with over 35
years of experience, having worked on many IPOs and private fundraisings
across various sectors including natural resources. He was an Executive
Director of Tantalus Rare Earths AG, the previous owner of the Ampasindava
Project and has a detailed knowledge of the project, has visited the site of
the project and knows the regulatory regime under which the Company operates.
He is currently Executive Chairman of TES Holdings Limited (a waste oil and
water treatment business in Colombia).
Admission
Applications will be made (i) to the UK's Financial Conduct Authority (the
"FCA") for the admission of the Placing Shares to trading on the equity shares
(transition) category of the Official List of the FCA and (ii) to trading on
the London Stock Exchange for the admission of the Placing Shares to trading
on its main market for listed securities (together, "Admission"). Admission is
expected to take place on or around 8.00 a.m. on 6 August 2025 or such later
time and/or date as the Bookrunner and the Company may agree (being in any
event no later than 8.00 a.m. on 20 August 2025).
IMPORTANT NOTICES
Notice to Distributors
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunner 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 COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors 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 projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of 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 shares and determining appropriate distribution
channels.
Forward Looking Statements
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.
Notice to overseas persons
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan, the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. Persons into whose possession this
Announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions.
Timetable
The times and dates set out throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised times and
dates which will also be notified to the London Stock Exchange and, where
appropriate, shareholders of the Company. Shareholders of the Company may not
receive any further written communication.
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
General
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker to the Company in connection with the
Placing. Allenby Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Allenby Capital
or for providing advice to any other person in connection with the Placing or
any acquisition of shares in the Company. Allenby Capital has not authorised
the contents of, or any part of, this announcement, no representation or
warranty, express or implied, is made by Allenby Capital in respect of such
contents, and no liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this Announcement or
for the omission of any material information, save that nothing shall limit
the liability of Allenby Capital for its own fraud.
Tavira, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Broker to the Company in connection with the Placing. Tavira
will not be responsible to any person other than the Company for providing the
protections afforded to clients of Tavira or for providing advice to any other
person in connection with the Placing or any acquisition of shares in the
Company. Tavira is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Tavira has not authorised
the contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Tavira for the accuracy of any information, or
opinions contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of Tavira for its
own fraud.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the earnings
per share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.
Appendix I to this Announcement sets out the terms and conditions of the
Placing. By participating in the Bookbuild, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares will
be deemed to have read and understood this Announcement (including Appendix I)
in its entirety, to be making or accepting such offer on the terms and subject
to the conditions of the Placing set out in this Announcement and to be
providing the representations, warranties, undertakings, agreements and
acknowledgements contained in Appendix I.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD
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 IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK
PROSPECTUS REGULATION"), AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE
UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom, or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or Regulation (EU) 2017/1129, as amended
(the "EU Prospectus Regulation"), as appropriate. In the United Kingdom,
this Announcement is being directed solely at persons in circumstances in
which section 21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not require the approval of the relevant communication by an
authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other jurisdiction
outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement (or any part of it) should seek appropriate advice before taking
any action.
This Announcement should be read in its entirety. In particular, any
prospective subscriber for Placing Shares (a "Placee") should read and
understand the information provided in the "Important Notices" section of this
Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in this Announcement (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement.
Save where defined in this Appendix, capitalised terms shall have the same
meaning as those given in the Announcement.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of
the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of Allenby Capital Limited
("Allenby Capital") has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of
the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in a Relevant State other than Qualified Investors or in
circumstances in which the prior consent of Allenby Capital has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons
in a Relevant State other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as having been
made to such persons;
4. 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, undertakings, agreements, acknowledgements and
indemnities contained in this Announcement;
5. 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; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph Error! Reference source not found. above) is outside
the United States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities Act.
The Company and Allenby Capital will rely upon the truth and accuracy of the
foregoing representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with Allenby Capital and the
Company to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be allotted and issued. A Placee
shall, without limitation, become so bound if Allenby Capital confirms (orally
or in writing) to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the UK's
Financial Conduct Authority ("FCA") in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
information contained in this Announcement and the announcement of the results
of the Placing (the "Result of Placing Announcement") (together, the "Placing
Documents") and any information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information") and subject
to any further terms set forth in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Allenby Capital or the Company or any other
person and neither Allenby Capital nor the Company nor any other person acting
on such person's behalf nor any of their respective affiliates has or shall
have any responsibility or liability for any Placee's decision to participate
in the Placing based on any other information, representation, warranty or
statement (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
financial and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Allenby Capital is acting as broker and sole bookrunner in connection with the
Placing and have entered into a placing agreement with the Company (the
"Placing Agreement") under which, on the terms and subject to the conditions
set out in the Placing Agreement, Allenby Capital, as agent for and on behalf
of the Company, has agreed to use its respective reasonable endeavours to
procure Placees for the Placing Shares. The Placing is not being underwritten
by Allenby Capital or any other person.
The price per new Ordinary Share at which the Placing Shares are to be placed
is 1.5 pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of Allenby Capital, in consultation with the
Company.
By participating in the Placing, Placees agree to subscribe for Placing Shares
which will be allotted and issued within the Directors' existing authorities
to allot and issue Ordinary Shares in the Company on a non-pre-emptive basis.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles of
Association of the Company and rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for admission to trading on the London Stock Exchange
Applications will be made (i) to the FCA for the admission of the Placing
Shares to trading on the equity shares (transition) category of the Official
List of the FCA and (ii) to trading on the London Stock Exchange for the
admission of the Placing Shares to trading on its main market for listed
securities (together, "Admission"). Admission is expected to take place on or
around on or around 8.00 a.m. on 6 August 2025 (or such later time or date as
Allenby Capital may agree with the Company, being no later than 8.00 a.m. on
20 August 2025) and that dealings in the Placing Shares on the main market of
the London Stock Exchange will commence at that time.
Bookbuild
Allenby Capital will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). 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.
Allenby Capital and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Allenby Capital is acting as broker and sole bookrunner to the
Placing, as agent for and on behalf of the Company, on the terms and subject
to the conditions of the Placing Agreement. Allenby Capital is an authorised
and regulated entity in the United Kingdom by the FCA and is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company in relation to the matters described in this Announcement.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by Allenby Capital. Allenby
Capital may itself agree to be a Placee in respect of all or some of the
Placing Shares or may nominate any member of its group to do so.
3. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Placing Results Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
Allenby Capital. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by Allenby Capital on the basis referred to in paragraph 6
below. Allenby Capital reserves the right not to accept bids or to accept
bids in part rather than in whole. The acceptance of the bids shall be at
Allenby Capital's absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close on 31 July 2025 but may be
closed earlier or later at the discretion of Allenby Capital. Allenby Capital
may, in agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the prior agreement
of Allenby Capital) to vary the number of shares to be issued pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by Allenby
Capital after consultation with the Company (and in accordance with Allenby
Capital's allocation policy as has been supplied by them to the Company in
advance of such consultation). Allenby Capital's oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon such person
(who will at that point become a Placee), in favour of Allenby Capital and the
Company, to subscribe for the number of Placing Shares allocated to it and to
pay the Issue Price in respect of each such share on the terms and conditions
set out in this Appendix and in accordance with the Articles of Association of
the Company. 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 relevant Allenby Capital's
consent, such commitment will not be capable of variation or revocation after
the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
8. 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/purchased pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the 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 Agreement".
10. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, neither Allenby Capital,
the Company nor any of their respective affiliates, agents, directors,
officers, employees or advisers shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Allenby Capital, the Company, nor any of
their respective affiliates, agents, directors, officers, employees or
advisers shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the conduct of the
Placing or of such alternative method of effecting the Placing as Allenby
Capital and the Company may agree.
12. The Placing Shares will be issued subject to the terms and conditions
of this Appendix and each Placee's commitment to subscribe for Placing Shares
on the terms set out in this Appendix will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or Allenby Capital' conduct
of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Allenby Capital's obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions") Admission occurring no later than 8.00 a.m. on 6 August 2025 (or
such later time or date as Allenby Capital may otherwise agree with the
Company, being no later than 8.00 a.m. on 20 August 2025).
Allenby Capital may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of Admission taking place. Any such
extension or waiver will not affect Placees' commitments as set out in this
Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Allenby Capital by the relevant time or date specified (or such later time or
date as Allenby Capital may agree with the Company, being no later than 8.00
a.m. on 20 August 2025); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed.
Neither Allenby Capital, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision 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 within the absolute
discretion of Allenby Capital.
Right to terminate under the Placing Agreement
Allenby Capital is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. any of the warranties given by the Company under the Placing
Agreement has ceased or is likely to cease to be true and accurate or has
become or is likely to become misleading;
2. a matter has arisen that is likely to give rise to a claim under
any of the indemnities given by the Company to Allenby Capital under the
Placing Agreement;
3. the occurrence of certain material adverse changes or significant
events; and/or
4. the occurrence of certain events of force majeure,
which, in each case, Allenby Capital (acting in good faith) considers is or
would likely be material and prejudicial to the Placing.
Upon termination, the parties to the Placing 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 Agreement in relation to the Placing Shares that has not been
unconditionally issued at such time, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (a) the exercise by
Allenby Capital of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of Allenby
Capital and that they need not make any reference to, or consult with, Placees
and that they shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise, and (b) its rights and
obligations terminate only in the circumstances described above under "Right
to terminate under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination by it after
oral confirmation by Allenby Capital of the allocation and commitments
following the close of the Bookbuild.
Restriction on Further Issue of Shares
Under the terms of the Placing Agreement, the Company has undertaken to
Allenby Capital that it will not, until the date falling 90 days from the date
of Admission, offer, issue, sell, contract to sell, issue options,
convertibles or derivatives in respect of or otherwise dispose of (including
any sale or transfer or any disposition whatsoever, including an agreement to
effect any of the foregoing or the creation of any option or charge which
could lead to any of the foregoing) any Ordinary Shares or other securities of
the Company or any other member of its group (or any interest therein or in
respect thereof) or any other securities exchangeable for, or convertible
into, or substantially similar to, Ordinary Shares or any share in any other
member of the Company's group, or enter into any transaction having
substantially the same effect or agree to do any of the foregoing, other than
with the prior written consent of Allenby Capital.
By participating in the Placing, Placees agree that the exercise by Allenby
Capital of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the restrictive provisions on
further issuance under the Placing Agreement shall be within the absolute
discretion of Allenby Capital and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BMGRFP88)
following Admission will take place within the computerised settlement system
to facilitate transfer of the title to an interest in securities in
uncertificated form operated by Euroclear UK & International Limited
("CREST"), subject to certain exceptions. Allenby Capital reserves the right
to require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they may 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 to be allocated Placing
Shares will be sent a trade confirmation stating the number of Placing Shares
allocated to them at the Issue Price, the aggregate amount owed by such Placee
to Allenby Capital for the Placing Shares allocated and settlement
instructions. 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 in respect of the Placing Shares
that it has in place with Allenby Capital.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Allenby Capital as agent for the Company and
Allenby Capital will enter its delivery instruction into the CREST system. 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 in respect of the Placing Shares will take
place on 6 August 2025 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Allenby Capital may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Allenby Capital's account and benefit, an amount equal to the aggregate
amount owed by that Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and will be required to bear any stamp duty or stamp duty reserve tax ("SDRT")
or other taxes or duties (together with any interest or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 SDRT. If
there are any circumstances in which any stamp duty or SDRT or other similar
taxes or duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Allenby Capital or the Company
shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Allenby Capital (in its capacity
as sole bookrunner and placing agent of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of their application for
Placing Shares, the following:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
in this Announcement and 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 the Placing, the Company, the Placing
Shares or otherwise other than the information contained in the Placing
Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to the Equity Shares
(transition) category of the Official List and to trading on the main market
of the London Stock Exchange, and that the Company is therefore required to
publish certain business and financial information in accordance with the
Listing Rules promulgated by the FCA under Part VI of FSMA ("UK Listing
Rules") and EU Market Abuse Regulation (EU/596/2014) as it forms part of UK
domestic law by virtue of the European (Withdrawal) Act 2018 (as
amended)("MAR"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without undue
difficulty;
3. to be bound by the terms of the Articles of Association of the
Company;
4. the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither Allenby Capital nor the Company will be responsible for any liability
to stamp duty or SDRT or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify Allenby Capital and the Company on an after-tax basis in respect of
any Indemnified Taxes;
5. neither Allenby Capital nor any of their respective affiliates,
agents, directors, officers and employees accepts any responsibility for any
acts or omissions of the Company or any of the directors of the Company or any
other person in connection with the Placing;
6. time is of the essence as regards its obligations under this
Appendix;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Allenby Capital;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
9. it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document (a) is required under the UK
Prospectus Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;
10. in connection with the Placing, Allenby Capital and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares and in that capacity may retain, purchase or sell for its own account
such Placing Shares and any securities of the Company or related investments
and may offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
the Placing Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares to Allenby Capital or any of
their respective affiliates acting in such capacity;
11. Allenby Capital and their respective affiliates may enter into
financing arrangements and swaps with investors in connection with which
Allenby Capital and any of their respective affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. Allenby Capital do not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. Allenby Capital does not owe any fiduciary or other duties to any
Placee in respect of any discretions, obligations, representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is not and
will not be a client of Allenby Capital in connection with its participation
in the Placing and that Allenby Capital has any duties or responsibilities to
it for providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any discretions,
obligations, representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto (if any)) and neither Allenby Capital
nor any of their respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any information,
representation or statement contained in, or omission from, the Placing
Documents, the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the Placing
Documents, the Publicly Available Information or otherwise, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that, in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by
Allenby Capital nor the Company nor any of their respective affiliates,
agents, directors, officers or employees acting on behalf of any of them
(including in any management presentation delivered in respect of the
Bookbuild) with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or otherwise;
18. neither Allenby Capital nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly Available
Information; nor has it requested Allenby Capital or the Company or any of
their respective affiliates or any person acting on behalf of any of them to
provide it with any such material or information;
19. neither Allenby Capital nor the Company will be liable for any
Placee's decision 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;
20. it may not rely, and has not relied, on any investigation that
Allenby Capital, any of their respective affiliates or any person acting on
its behalf, may have conducted with respect to the Placing Shares, the terms
of the Placing or the Company, and no such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to Allenby Capital for all or any part of any such
loss it may suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and its group, the Placing Shares and the terms of
the Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the acknowledgements, confirmations,
undertakings, representations, warranties and agreements contained in this
Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements in this Announcement on behalf
of each such person; and
(b) will remain liable to the Company and/or Allenby Capital 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);
24. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this 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 Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Allenby Capital or the Company or any of their
respective affiliates and its and their directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of Allenby
Capital as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly
or indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or Allenby Capital or
any person acting on behalf of the Company or Allenby Capital that would, or
is intended to, permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;
29. no action has been or will be taken by any of the Company or Allenby
Capital or any person acting on behalf of the Company or Allenby Capital that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
30. unless otherwise specifically agreed with Allenby Capital, it is not
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, a Restricted Jurisdiction;
31. it may be asked to disclose in writing or orally to Allenby Capital:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it is, and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S under the US Securities
Act of 1933, as amended ("US Securities Act");
33. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
34. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
35. it understands that the Company has not undertaken to determine
whether it will be treated as a passive foreign investment company ("PFIC")
for US federal income tax purposes for the current year, or whether it is
likely to be so treated for future years and neither the Company nor Allenby
Capital makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor Allenby Capital can provide any advice to
United States investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years. Accordingly,
neither the Company nor Allenby Capital undertakes to provide to United States
investors or shareholders any information necessary or desirable to facilitate
their filing of annual information returns, and United States investors and
shareholders should not assume that this information will be made available to
them;
36. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
37. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
38. if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of Allenby Capital has been given to each
proposed offer or resale;
39. if in the United Kingdom, that it is a person (a) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (b) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (c) to whom it may otherwise lawfully be
communicated;
40. if in the United Kingdom, unless otherwise agreed by Allenby
Capital, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is purchasing Placing Shares for investment only and not with
a view to resale or distribution;
41. it has not offered or sold and 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 section
85(1) of FSMA;
42. 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 approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by Allenby Capital in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial promotion by an
authorised person;
43. it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
44. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
45. it has complied with its obligations under the Criminal Justice Act
1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse Regulation 596/2014
and in connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 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 the Money Laundering Sourcebook of
the FCA and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
46. in order to ensure compliance with the Regulations, Allenby Capital
(for itself and as agent on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to Allenby Capital or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Allenby Capital's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at Allenby Capital's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identify each of Allenby Capital (for itself and as agent on
behalf of the Company) or the Company's registrars have not received evidence
satisfactory to them, Allenby Capital and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
47. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or SDRT liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
48. it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix on the due time and
date set out in this Announcement, failing which the relevant Placing Shares
may be placed with other subscribers or sold as Allenby Capital may in its
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, SDRT or
other taxes or duties (together with any interest, fines or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
49. any money held in an account with Allenby Capital on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under FSMA. Each
Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence, this money will not be
segregated from Allenby Capital's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;
50. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that Allenby Capital or the Company may call upon it to subscribe for
a lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
51. neither Allenby Capital nor any of their respective affiliates, nor
any person acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and Allenby Capital is not acting for it or its
clients, and that Allenby Capital will not be responsible for providing the
protections afforded to clients or customers of Allenby Capital or for
providing advice in respect of the transactions described in this
Announcement;
52. it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Allenby Capital's
conduct of the Placing;
53. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information
being made publicly available;
54. the rights and remedies of the Company and Allenby Capital under the
terms and conditions in this Appendix 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; and
55. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, 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 contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or Allenby Capital 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as Allenby Capital and are irrevocable. Allenby Capital and the Company and
their respective affiliates and others will rely upon the truth and accuracy
of the foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Allenby Capital 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 in this Announcement.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Allenby Capital and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by Allenby
Capital, the Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of that Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Allenby Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting as financial adviser and sole bookrunner exclusively for
the Company and no one else in connection with the Placing and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Taxation
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 or securities transfer tax. Neither Allenby nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such statements assume 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 dealings in the
Placing Shares, stamp duty or SDRT or other similar taxes or duties may be
payable, for which neither the Company nor Allenby Capital will be responsible
and the Placees shall indemnify the Company and Allenby Capital on an
after-tax basis for any stamp duty or SDRT or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or Allenby Capital in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify Allenby
Capital accordingly. Placees are advised to consult with their own advisers
regarding the tax aspects of the subscription for Placing Shares.
The Company and Allenby Capital are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of any country in the EEA.
Each prospective Placee should, therefore, take its own advice as to whether
any such tax liability arises and notify Allenby Capital and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold Allenby Capital and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, SDRT and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties arise from
the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any 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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
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