REG - Helium One Global Ld - Proposed Placing of a minimum of £5.8 million
20/12/2023 17:30
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RNS Number : 5266X Helium One Global Ltd 20 December 2023
20 December 2023
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION SECTION
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
HELIUM ONE GLOBAL LTD OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HELIUM ONE GLOBAL LTD.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX 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.
Helium One Global Ltd
("Helium One" or "the Company")
Proposed Placing and Subscription of a minimum of £5.8 million (approximately
US$7.4 million) to Fund a Second Exploration Well in the Rukwa Basin
Helium One Global (AIM: HE1), the primary helium explorer in Tanzania, is
pleased to announce a proposed fundraise of £5.8 million (approximately
US$7.4 million), before expenses, by way of a placing (the "Placing") and a
direct subscription (the "Subscription") at a price of 0.25 pence per new
ordinary share (the "Issue Price") (together, the "Fundraise").
The Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild") to be undertaken by Liberum Capital Limited ("Liberum"), and
Peterhouse Capital Limited ("Peterhouse") acting as Joint Bookrunners
(together the "Joint Bookrunners"). The Bookbuild will commence immediately
following the release of this announcement.
The final number of shares to be issued pursuant to the Fundraise (the
"Fundraise Shares") will be announced as soon as reasonably practicable after
the close of the Bookbuild.
The Fundraise will be effected by way of a cashbox placing of new Ordinary
Shares in the Company for non-cash consideration, further details of which are
set out below. The cashbox placing structure is being used so as to enable the
Fundraise to complete as quickly as possible and in any event before the
Company commences drilling of the Itumbula West-A well which is currently
scheduled for January 2024.
Summary
· Proposed Placing and Subscription to raise gross proceeds of a minimum
£5.8 million (approximately US$7.4 million) (before expenses) at the Issue
Price.
· The Placing will be made to certain existing shareholders and other
institutional and high net worth investors.
· All of the directors of the Company and a member of management have
indicated an intention to participate in the Subscription up to an aggregate
amount of approximately £18k (approximately US$23k).
· Issue Price of 0.25 pence per new ordinary share represents a discount
of 72 per cent. to the closing mid-market price of the Company's existing
ordinary shares on 19 December 2023, the last practicable date prior to this
announcement.
· The net proceeds of the Fundraise will be used for drilling an
exploration well (Itumbula West-A) on the Itumbula prospect, in addition to
general working capital purposes.
· The timing for the close of the Bookbuild and allocation of the
Fundraise Shares shall be at the discretion of the Joint Bookrunners, in
consultation with the Company. For the avoidance of doubt, the Fundraise is
not underwritten.
The Placing is conditional upon, amongst other things, Admission becoming
effective and the placing agreement between the Company and the Joint
Bookrunners becoming unconditional and not being terminated in accordance with
its terms.
Further details of the terms and conditions of the Placing are set out in the
Appendix to this announcement (which forms part of this announcement, such
announcement and its Appendices together being the "Announcement").
The Appendix to this announcement (which forms part of this announcement)
contains the detailed terms and conditions of the Placing. Members of the
public are not eligible to take part in the Placing.
Lorna Blaisse, Chief Executive Officer, commented:
"The Itumbula prospect has always ranked highly in our portfolio. We are
confident that the rig will be fully operational again shortly. We're
currently rigging up and due to remobilise a full crew and then we will
spud the Itumbula West-A well. With the dataset we have, as well as the
information that we have gained from Tai-3, we remain optimistic that this
well will yield a very positive outcome."
For further information please visit the Company's website: www.helium-one.com
(http://www.helium-one.com)
Contact
Helium One Global Ltd +44 20 7920 3150
Lorna Blaisse, CEO
Liberum Capital Limited (Nominated Adviser and Joint Broker) +44 20 3100 2000
Scott Mathieson
Ed Thomas
Nikhil Varghese
Peterhouse Capital Limited (Joint Broker) +44 20 7220 9792
Lucy Williams
Charles Goodfellow
Duncan Vasey
Tavistock (Financial PR) +44 20 7920 3150
Nick Elwes
Tara Vivian - Neal
Notes to Editors
Helium One Global, the AIM-listed Tanzanian explorer, holds prospecting
licences totalling 2,965km(2) across three distinct project areas, with the
potential to become a strategic player in resolving a supply-constrained
helium market.
The Rukwa, Balangida, and Eyasi projects are located within rift basins on the
margin of the Tanzanian Craton in the north and southwest of the country. The
assets lie near surface seeps with helium concentrations ranging up to 10.6%
He by volume. All Helium One's licences are held on a 100% equity basis and
are in close proximity to the required infrastructure.
The Company's flagship Rukwa Project is located within the Rukwa Rift Basin
covering 1,898km(2) in south-west Tanzania. The project is considered to be an
advanced exploration project with leads and prospects defined by a subsurface
database including multispectral satellite spectroscopy, airborne gravity
gradiometry, 2D seismic data, and QEMSCAN analysis. The Rukwa Project has been
de-risked by the 2021 drilling campaign, which identified reservoir and seal
with multiple prospective intervals from basin to near surface within a
working helium system.
In July 2023, Helium One acquired their own exploration drill rig, an Epiroc
Predator 220 oil and gas type rig, capable of drilling to depths of 2,400m.
The rig was shipped to Tanzania in order to commence Phase II drilling
operations.
Helium One is listed on the AIM market of the London Stock Exchange with the
ticker of HE1 and on the OTCQB in the United States with the ticker HLOGF.
Background to and reasons for the Fundraise and Use of Proceeds
Itumbula West-A well: New prospect and revised well location
Following the positive drilling results from the Tai-3 well, and the increase
in concentration and frequency of helium shows encountered with increased
depth as well as the proximity to faults and fractures in Basement, the
Company has subsequently reviewed the geology of the Itumbula prospect. It is
bounded by a large, deep seated western fault which extends into the Basement
source rock. It is this fault that is interpreted to be associated with the
active surface helium seep, located approximately 3km from the proposed well
location.
With the results from Tai-1/-1A and Tai-3 indicating that it could be the
migration of fluids that play a crucial role in liberating the helium out of
the Basement source rock and along fractures and faults. The Company has now
elected to target the western bounding fault at Itumbula in addition to the
conventional targets in the Lake Beds, Karoo and Basement. Therefore, the
Itumbula well has been designed to directly target this new, additional fault
play where the Company anticipates helium concentrations will be significantly
elevated.
Operational readiness
As previously announced by the Company, the civils work on the new Itumbula
West-A well pad is now complete and the rig and camp have also been moved to
Itumbula from the Tai-3 location. The rig and all associated equipment
(including the substructure, pipe skate, wireline equipment, cementing and
fluids) are now on the Itumbula West-A well site and the rigging-up process
has commenced. The iron rough neck, which arrived on location on 14(th)
December, will be installed as part of the rig-up process. Following this, the
rig will undergo a full function test and, once this process is complete, and
all personnel have been remobilised, the Company will commence drilling.
Rationale for the Fundraise
The proposed Fundraise will provide the Company with the opportunity to drill
a second exploration well and meet the outstanding costs from Tai-3 as a
result of rig repairs, drilling a deeper well than originally planned as well
as new civils work for a revised well location on Itumbula. The Itumbula
West-A well provides an opportunity to drill a highly ranked prospect into a
new fault play, as well as targeting the Lake Beds, Karoo and Basement play.
The new well is located, ~3km from the active Itumbula surface helium seep,
with helium concentrations measured up to 10.2%, as well as the presence of
multiple surface helium anomalies which have been identified across the
prospect from multispectral satellite spectroscopy studies.
Use of proceeds
The net proceeds of the Fundraise provide the Company funds for drilling the
Itumbula West-A well, commencing in early January 2024, with the breakdown of
the use of proceeds for the full drilling programme including:
· Drilling of Itumbula West-A ($6.1m)*
· Tai-3 outstanding costs ($2.7m)
· Licence fees ($0.3m)
· Estimated cost of fundraise ($0.7m)
· 3 months G&A ($0.8m)
*Cost of drilling Itumbula West-A assumes an uninterrupted c.30 day drilling
programme with no operational cost overruns
The Company also currently has a cash balance of $3.2m.
Drilling Programme and related timetable
Following the completion of the proposed Fundraise, the Company will be fully
funded to complete an uninterrupted 30 day drilling programme of the Itumbula
West-A well.
Outlook and Working Capital Position
Following the completion of the Tai-3 well drilling programme, the Company
retains sufficient funds to remain a going concern, with a current cash
balance of $3.2m. The proceeds of the Fundraise will provide up to an
additional 3 months working capital including the drilling of the Itumbula
West-A well.
Details of the Placing and Subscription
The Fundraise Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with Helium One's existing issued ordinary
shares of no par value each (the "Ordinary Shares").
The Placing, which is subject to the terms and conditions set out in the
Appendix to this Announcement, is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement (defined below) becoming
unconditional in all respects by no later than 8.00 a.m. on 28 December 2023
or such later time and/or date (being not later than 31 January 2024) as the
Company, Liberum and Peterhouse may agree. Application will be made to the
London Stock Exchange for the Fundraise Shares to be admitted to trading on
AIM. It is expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 28 December 2023.
The Fundraise will be effected by way of a cashbox placing of new Ordinary
Shares in the Company for non-cash consideration. Liberum, Peterhouse, the
direct subscribers under the Subscription will subscribe for redeemable
preference shares in a new Jersey incorporated wholly owned subsidiary of the
Company ("JerseyCo") for an amount equal to the net proceeds of the Fundraise
respectively. The Company will allot and issue the Fundraise Shares on a
non-pre-emptive basis to Placees, subscribers pursuant to the Subscription in
consideration for the transfer of the redeemable preference shares in JerseyCo
that will be issued to Liberum, Peterhouse, the direct subscribers under the
Subscription. No shareholder approval is required to effect the Fundraise.
Liberum and Peterhouse are acting as Joint Bookrunners to the Placing.
Liberum and Peterhouse have entered into an agreement with Helium One (the
"Placing Agreement") under which, subject to the conditions set out therein,
Liberum and Peterhouse have agreed to use their respective reasonable
endeavours to procure subscribers for the Placing shares in the UK. The
Placing for placees of Liberum and Peterhouse are subject to the terms and
conditions set out in the Appendix to this announcement.
Admission and Settlement
Application will be made for the Fundraise Shares to be admitted to trading
("Admission") on the AIM market of the London Stock Exchange ("AIM"). It is
expected that Admission will take place at 8.00 a.m. (London time) on or
around 28 December 2023 (or such later date as may be agreed between the
Company and the Joint Bookrunners). The Placing is conditional upon, inter
alia, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. The Subscription is also conditional,
inter alia, upon the Placing becoming unconditional.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
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 ("EEA
QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF
IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR
(II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. 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.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES. THE PLACING IS BEING MADE SOLELY OUTSIDE THE UNITED STATES TO PERSONS
IN OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
("REGULATION S")) MEETING THE REQUIREMENTS OF REGULATION S. PERSONS RECEIVING
THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED
STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR INDIRECTLY, IN CONNECTION
WITH THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (EACH A "RESTRICTED TERRITORY").
NO PUBLIC OFFERING OF SECURITIES WILL BE MADE IN CONNECTION WITH THE PLACING
IN THE UNITED KINGDOM, ANY RESTRICTED TERRITORY, OR ELSEWHERE.
This Announcement, and the information contained herein, or any part of it,
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in any Restricted Territory or any other jurisdiction in which the same would
be unlawful. The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or by Liberum Capital Limited
("Liberum") or Peterhouse Capital Limited ("Peterhouse"; and together with
Liberum, the "Joint Bookrunners") or any holding company of the Joint
Bookrunners, any subsidiary of Joint Bookrunners, any subsidiary of any such
holding company, any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, officers, consultants,
employees and agents ("Affiliates"), or any of their respective Affiliates'
agents, directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus under either the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable. 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) (the "FSMA") does not apply.
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 Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or any of their respective Affiliates, nor
any of its or their respective Affiliates' directors, officers, employees,
agents or advisers as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any party or its advisers, and any liability
therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company nor the Joint Bookrunners nor any of their respective
Affiliates nor any of its or their respective Affiliates' directors, officers,
employees, consultants, agents or advisers makes any representation or
warranty, express or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the Placing
Shares.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you 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 (including
individuals, funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will: (a) be deemed to have read
and understood this Announcement in its entirety and (b) be participating,
making an offer and subscribing for Placing Shares on the terms and conditions
contained in this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix. Upon being notified of its
allocation of Placing Shares, a Placee who chooses to participate in the
Placing by making an oral and legally binding offer shall be contractually
committed to acquire the number of Placing Shares allocated to it 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.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1
it has read and understood this Announcement in its entirety (including the
Appendices) and acknowledges that its participation in the Placing will be
governed by, and subject to, the terms and conditions of the Placing as
referred to and included in this Announcement (including the Appendices);
2 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;
3 in the case of a Relevant Person in a member state of the
EEA which is subject to the EU Prospectus Regulation (each a "Relevant Member
State") who acquires any Placing Shares pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in any Relevant Member
State other than to EEA Qualified Investors, or in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in any Relevant Member State to EEA Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale; or
(ii) where Placing Shares have been acquired or subscribed for by
it on behalf of persons in any Relevant Member State other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in the United Kingdom
other than to UK Qualified Investors, or in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in the
United Kingdom to UK Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such proposed
offer or resale; or
(ii) where the Placing Shares have been acquired or subscribed for
by it on behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
5 it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
6 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
7 it (and any account referred to in paragraph 6 above) is
outside the United States acquiring the Placing Shares in offshore
transactions as defined in, and in accordance with, Regulation S under the US
Securities Act.
No prospectus required for Placing Shares
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
FCA in relation to the Placing or the Placing Shares, and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to any
further terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement 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 the Joint Bookrunners or the Company or any other person and
none of the Joint Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective Affiliates has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. 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, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in connection with the
Placing. The Joint Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms, and subject
to, the conditions set out in the Placing Agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, have severally (and not jointly or
jointly and severally) agreed to use their respective reasonable endeavours to
procure Placees. The number of Placing Shares in the Placing will be
determined following completion of the Bookbuild and set out in the term sheet
to be entered into between the Joint Bookrunners and the Company ("Placing
Term Sheet"). The timing of the closing of the book and allocations will be at
the discretion of the Joint Bookrunners and the Company. Details of the number
of Placing Shares will be announced as soon as practicable after the close of
the Bookbuild.
In accordance with the terms and subject to the conditions in the Placing
Agreement, the Placing is not underwritten by the Joint Bookrunners and in the
event that subscribers are not obtained for all or any of the Placing Shares
(being the "Unplaced Shares") or in the event of a default to make payment by
any subscribers procured by the Joint Bookrunners, there will be no obligation
on any Joint Bookrunner to subscribe for any Unplaced Shares or defaulted
Placing Shares.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary shares of no
par value ("Ordinary Shares") in the capital of the Company, 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.
Applications for admission to listing and trading
Liberum, as the Company's nominated adviser, shall make, on the Company's
behalf, the Application to the London Stock Exchange for admission of the
Placing Shares to trading on the AIM market operated by the London Stock
Exchange ("AIM") ("Admission").
It is expected that Admission will take place on or before 8.00 a.m. on 28
December 2023 (or such later date as may be agreed between the Company and the
Joint Bookrunners).
Bookbuild process
Following the release of this Announcement, the Joint Bookrunners will
commence a bookbuild 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 following release of this Announcement.
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.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Principal terms of the Bookbuild and Placing
1 Liberum and Peterhouse are acting as joint bookrunners in
connection with the Placing, severally, and not jointly, nor jointly and
severally, as agents of the Company.
2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint Bookrunners to
participate. The Joint Bookrunners and any of their respective Affiliates are
entitled to enter bids in the Bookbuild.
3 The number of the Placing Shares will be established in
the Bookbuild and announced by the Company through a Regulatory Information
Service (the "Placing Results Announcement") following the completion of the
Bookbuild and the entry into the Placing Term Sheet by the Company and the
Joint Bookrunners. The Joint Bookrunners and the Company reserve the right
to increase the amount to be raised and the number of Placing Shares to be
issued pursuant to the Placing in their absolute discretion.
4 The number of Placing Shares and the aggregate proceeds to
be raised through the Placing will be agreed between the Joint Bookrunners and
the Company following completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should communicate their
bid by telephone to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares which a
prospective Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in paragraph 10
below.
6 The Bookbuild is expected to close no later than 8.00 a.m.
on 21 December 2023 but may be closed earlier or later at the absolute
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (in consultation with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its discretion.
7 The Joint Bookrunners shall, in consultation with the
Company, agree all allocation matters in respect of the Placing in accordance
with the terms of the Placing Agreement and will be confirmed orally or in
writing by the relevant Joint Bookrunner, acting as agent of the Company, to
the Placees. The relevant Joint Bookrunner's oral or written confirmation of
an allocation to such Placee will give rise to a legally binding commitment by
such person (who will at that point become a Placee), in favour of the
relevant Joint Bookrunner and the Company, under which such Placee agrees to
subscribe for the number of Placing Shares allocated to it and to pay the
Placing Price for each such Placing Share on the terms and subject to the
conditions set out in this Appendix and in accordance with the Company's
memorandum and articles of association.
8 The Company will release the Placing Results Announcement
following the close of the Bookbuild, detailing the aggregate number of the
Placing Shares to be issued.
9 Each Placee's allocation and commitment will be evidenced
by a contract note or electronic confirmation issued to such Placee by the
relevant Joint Bookrunner. A bid in the Bookbuild will be made on the terms,
and subject to, the conditions in this Appendix and the terms of this Appendix
will be deemed incorporated into the contract note, the form of which will be
dispatched to each Placee as soon as possible after its allocation of Placing
Shares has been confirmed orally or in writing to it by the relevant Joint
Bookrunner.
10 Subject to paragraphs 6, 7 and 8 above, each of the Joint
Bookrunners may choose to accept bids, either in whole or in part, on the
basis of allocations determined at their discretion and may scale down any
bids for this purpose on such basis as they may determine or be directed.
The Joint Bookrunners may also, notwithstanding paragraphs 6, 7 and 8
above, after consultation with the Company, allocate Placing Shares after the:
(a) time of any initial allocation to any person submitting a bid
after that time; and
(b) Bookbuild has closed to any person submitting a bid after that
time,
and the acceptance of offers shall be at the absolute discretion of the Joint
Bookrunners. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited.
11 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 Joint
Bookrunner's consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant Joint
Bookrunner and the Company, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee. The Company shall allot such Placing Shares to
each Placee following each Placee's payment to the relevant Joint Bookrunner
of such amount.
12 The Placing Shares are not being offered and sold by the
Company 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. The Placee and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be: (a)
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and pursuant to, Regulation S; or (b)
(i) subscribing for the Placing Shares pursuant to an exemption from the
registration requirements under the US Securities Act.
13 Except as required by law or regulation, no press release
or other announcement will be made by the Joint Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
14 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made on the basis
explained below under "Registration and Settlement of the Placing Shares".
15 All obligations under the Bookbuild and Placing will be
subject to fulfilment of the Conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
16 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.
17 To the fullest extent permissible by law, none of:
(a) the Joint Bookrunners;
(b) any of their respective Affiliates; nor
(c) to the extent not contained within (a) or (b) above, any
person connected with the Joint Bookrunners as defined in the FSMA ((b) and
(c) being together Affiliates and individually an Affiliate of the Joint
Bookrunners),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, none of
the Joint Bookrunners, nor the Company, nor any of their respective Affiliates
nor any of its or their agents, directors, officers or employees shall have
any liability (including, to the extent permissible by law, any fiduciary
duties) in respect of the Joint Bookrunners'' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint Bookrunners and
the Company may agree or determine.
Registration and settlement of the Placing Shares
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation which will confirm the number
of Placing Shares allocated to them at the Placing Price and the aggregate
amount owed by them to the relevant Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the relevant
Joint Bookrunner in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the relevant Joint
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: VGG4392T1075) placed
by the Joint Bookrunners following Admission will take place within CREST,
subject to certain exceptions. Settlement of the Placing Shares through
CREST will be on a T+3 basis unless otherwise notified by any Joint Bookrunner
and is expected to occur on 28 December 2023 in accordance with the contract
note or electronic trade confirmation.
Settlement will be on a delivery versus payment basis. However, 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 Joint
Bookrunners may agree that the Placing Shares should be issued in certificated
form. Each of the Joint Bookrunners reserves the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to Placees, by such
other means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
General
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 the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of the Placing
Shares allocated to that Placee on their behalf and retain from the proceeds,
for the Company's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Placing Price and for any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of its Placing Shares on its behalf.
By communicating a bid for Placing Shares, such Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note 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
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
18 Admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 28 December 2023 (or such later time and / or date as
the Company and the Joint Bookrunners shall agree, not being later than 8.00
a.m. on the Long Stop Date);
19 the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
20 the Company having fully performed its obligations under
the Placing Agreement to the extent that such obligations fall to be performed
prior to Admission of the Placing Shares;
21 the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and as of the
date of the Placing Agreement, the date of the Placing Term Sheet and at all
times during the period up to and including Admission;
22 the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service by not later than 8:00
am on the Business Day following the date of Placing Agreement or such other
time and/or date as may be agreed between the Company and the Joint
Bookrunners;
23 there having been since the date of Placing Agreement no
Material Adverse Change (whether or not foreseeable at the date of Placing
Agreement);
24 the Company issuing, conditional only on Admission, the
Placing Shares; and
25 Admission occurring not later than 8:00 am on 28 December
2023 or such other time and/or date as may be agreed between the Company and
the Joint Bookrunners, not being later than 8:00 am on the Long Stop Date,
(together, the "Conditions").
If: (a) any of the Conditions are not fulfilled or waived by the Joint
Bookrunners (acting jointly) by the respective time or date where specified
(or such later time or date as the Company and the Joint Bookrunners may
agree, save that such time shall not be extended beyond 8.00 a.m. on the Long
Stop Date); (b) any of such Conditions becomes incapable of being fulfilled;
or (c) the Placing Agreement is terminated in the circumstances specified
below, the Placing in relation to the Placing Shares will lapse and the
Placee's 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 against either the Company or any of the Joint
Bookrunners in respect thereof.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
The Joint Bookrunners may (in consultation with the Company), in their
absolute discretion (acting jointly) and upon such terms as each of them
thinks fit, waive fulfilment of all or any of the Conditions in the Placing
Agreement in whole or in part, or extend the time provided for fulfilment of
one or more Conditions, save that certain Conditions (including the condition
relating to Admission) may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Appendix. The Joint
Bookrunners may each terminate the Placing Agreement in certain circumstances,
details of which are set out below.
None of the Joint Bookrunners nor any of their respective Affiliates nor the
Company shall have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any Condition to the Placing nor for any decision any
of them may make as to the satisfaction of any Condition, the number of
Placing Shares to be placed 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 each Joint Bookrunner.
The issue of the Placing Shares is to be effected by way of a cash box
placing. In accordance with the Placing Agreement, a subscription and transfer
agreement entered into between the Company, Helium One Jersey Finance Limited
(a Jersey incorporated subsidiary of the Company) ("JerseyCo"), Liberum and
Peterhouse, the Company will allot and issue the Placing Shares on a non
pre-emptive basis to Liberum and/or Peterhouse, as bare nominees for the
Placees (pending transfer of legal title to the Placees through CREST), in
consideration for the transfer to the Company by Liberum and/or Peterhouse of
certain shares which it holds in JerseyCo. Accordingly, instead of receiving
cash as consideration for the issue of the Placing Shares, the Company will,
conditional on Admission and following the conclusion of the Placing, own all
of the issued share capital of JerseyCo, whose only assets will be (i) cash,
representing an amount approximately equal to proceeds of the Placing and
Subscription (net of commissions, fees and expenses paid by JerseyCo on behalf
of the Company to the Joint Bookrunners) and (ii) an intercompany receivable
due from the Company in respect of the commissions, fees and expenses paid by
JerseyCo on behalf of the Company. By taking up or purchasing Placing Shares
under the Placing and submitting a valid payment in respect thereof, a Placee
instructs Liberum and/or Peterhouse (as applicable) to hold such payment and:
(i) to the extent of a successful application under the Placing, to apply such
payment on behalf of Liberum and/or Peterhouse for Liberum and/or Peterhouse
to subscribe for redeemable preference shares in JerseyCo; and (ii) to the
extent of an unsuccessful application under the Placing, Liberum and/or
Peterhouse to return the relevant payment without interest to the applicant.
Termination of the Placing
Each Joint Bookrunner is entitled to terminate the Placing Agreement in
accordance with its terms in certain circumstances, including, inter alia, if
at any time before Admission a Joint Bookrunner becomes aware that:
1 Any material statement contained in this document and any
other documents to be issued by the Company in connection with the Placing is
incorrect or has become or been discovered to be untrue, inaccurate or
misleading or that there has been an omission therefrom; or
2 in the opinion of either of the Joint Bookrunners (acting
in good faith), any of the warranties of the Company contained in the Placing
Agreement was, when given, untrue, inaccurate or misleading or are not true
and accurate or have become misleading by reference to the facts subsisting at
the time in any material respect; or
3 in the opinion of either of the Joint Bookrunners (acting
in good faith), the Company has failed to comply with any of its material
obligations contained in the Placing Agreement; or
4 the appointment of the Joint Bookrunners as agent of the
Company pursuant to the Placing Agreement has been terminated for whatever
reason;
5 in the opinion of either of the Joint Bookrunners (acting
in good faith), there has occurred, in a Joint Bookrunner's opinion, a
Material Adverse Change;
6 there has been a change in national or international
financial, political, economic or stock market conditions (primary or
secondary); an incident of terrorism, outbreak or escalation of hostilities,
war, declaration of martial law or any other calamity or crisis or epidemic; a
suspension or material limitation in trading of securities generally on any
stock exchange; any change in currency exchange rates or exchange controls or
a disruption of settlement systems or a material disruption in commercial
banking or securities settlement or clearance services, in each case as would
be likely in the opinion of the Joint Bookrunners (acting in good faith) to
materially prejudice the success of Admission, the Bookbuild and the Placing
(or any of them); or
7 there has occurred a suspension (or cancellation by the
London Stock Exchange of trading in the Company's securities.
On the occurrence of any one or more of the above-mentioned circumstances, the
Joint Bookrunners may, in their absolute discretion, by notice to the Company,
terminate the Placing Agreement with immediate effect.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
Any termination by one Joint Bookrunner of its rights under the Placing
Agreement shall be without prejudice to the obligations and rights of the
other Joint Bookrunners and the Placing Agreement shall continue in full force
and effect. No consents or approvals in respect of the Placing shall be
required of any Joint Bookrunner who has terminated its rights under the
Placing Agreement.
By participating in the Bookbuild, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Joint Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor the Joint
Bookrunners need make any reference to such Placee and that none of the
Company, the Joint Bookrunners, nor any of their respective Affiliates shall
have any liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after oral or written confirmation by the
Joint Bookrunners following the close of the Bookbuild.
Representations, warranties and further terms of Placing
By submitting a bid and/or participating in the Bookbuild, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) in
favour of the Joint Bookrunners and the Company that (save where the Joint
Bookrunners expressly agree in writing to the contrary):
1 it has read and understood this Announcement in its
entirety and that its acquisition of and subscription for 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 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, other
than the information contained in this Announcement and the Publicly Available
Information;
2 it acknowledges no offering document or prospectus or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation and/or the UK Prospectus
Regulation and it has not received and will not receive a prospectus,
admission document or other offering document in connection with Admission,
the Bookbuild, the Company, the Placing or the Placing Shares;
3 it acknowledges that the Ordinary Shares are traded on
AIM, and that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for Companies and
the Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014 on market abuse (and from 11pm on 31 December 2020 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018) ("MAR") or applicable law (collectively, the "Exchange Information"),
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account, and similar
statements for preceding financial years and that it has reviewed such
Exchange Information and that it is able to obtain or access such Exchange
Information;
4 it acknowledges that its obligations are irrevocable and
legally binding and shall not be capable of rescission or termination by it in
any circumstances;
5 it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and none
of the Joint Bookrunners nor the Company nor any of their respective
Affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested any of the Joint Bookrunners, the Company, any of their
respective Affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such information;
6 none of the Joint Bookrunners, the Company nor any person
acting on behalf of them nor any of their respective Affiliates, agents,
directors, officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
7 the only information on which it is entitled to rely and
on which it has relied in committing to subscribe for the Placing Shares is
contained in the Publicly Available Information, such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on Publicly Available Information;
8 none of the Joint Bookrunners, nor the Company (nor any of
their respective Affiliates) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing, the Bookbuild or
the Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
9 none of the Joint Bookrunners, (nor any of their
respective Affiliates) accepts any responsibility for any acts or omissions of
the Company or any of the Directors or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
10 it has conducted its own investigation of the Company, the
Placing, the Bookbuild and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing;
11 it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have conducted with
respect to the Company, the Placing, the Bookbuild or the Placing Shares;
12 the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that none of the Joint Bookrunners nor any
persons acting on their behalf is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in this Announcement or the Publicly Available
Information 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 this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any
person for fraudulent misrepresentation;
13 unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory or any other jurisdiction in which it would be
unlawful to make or accept an offer to acquire the Placing Shares, subject to
certain restrictions; and further acknowledges that the Placing Shares have
not been and will not be registered or otherwise qualified, for offer and sale
nor will an offering document, prospectus, offering memorandum or admission
document be cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions or in any country or jurisdiction where any such action
for that purpose is required;
14 that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of any
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly
or any other Restricted Territory or in any country or jurisdiction where any
such action for that purpose is required;
15 it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe and acknowledges and agrees that it will
pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as the Joint Bookrunners determine;
16 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and has
complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing Shares;
17 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;
18 none of the Joint Bookrunners, their respective Affiliates
and any person acting on behalf of any of them is making any recommendations
to it or advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of any Joint
Bookrunner and that no Joint Bookrunner has any duties or responsibilities to
it for providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any Conditions or exercise
any termination right in accordance with the Placing Agreement;
19 that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
20 it will make payment to the relevant Joint Bookrunner for
the Placing Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this Announcement,
failing which the relevant Placing Shares may be placed with others on such
terms as the relevant Joint Bookrunner determines in its absolute discretion
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
21 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 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;
22 no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners 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;
23 the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
24 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 stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
25 if in the United Kingdom, that it is a UK Qualified
Investor and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
26 if it is acting as a "financial intermediary", as that
term is used in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a member state of the EEA other than EEA Qualified Investors or persons in
the United Kingdom other than UK Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners and the Company has been
given to the proposed offer or resale;
27 that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the EEA, except to EEA Qualified Investors or otherwise
in circumstances which have not resulted and which will not result in an offer
to the public in any member state in the EEA within the meaning of Article
2(d) of the EU Prospectus Regulation;
28 that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to UK Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of Article
2(d) of the UK Prospectus Regulation;
29 that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to EEA Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
30 that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom prior to Admission
except to UK Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation;
31 if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (a) an EEA
Qualified Investor and (b) a "professional client" or an "eligible
counterparty" within the meaning set out in EU Directive 2014/65/EU on markets
in financial instruments (MIFID II), as implemented into national law of the
relevant EEA state;
32 its acquisition of the Placing Shares has been or will be
made in an "offshore transaction" as defined in and pursuant to Regulation S
33 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; ;
34 it has only communicated or caused to be communicated and
it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by any of the Joint Bookrunners in their 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
financial promotion by an authorised person;
35 it has complied and it 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 relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United Kingdom);
36 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the
securities of the Company; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
37 each Joint Bookrunner and its Affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective Affiliates
acting as an investor for its or their own account(s). None of the Joint
Bookrunners nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
38 it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued, administered
or enforced by any government agency having jurisdiction in respect thereof
(together, the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations;
39 in order to ensure compliance with the Regulations, each
Joint Bookrunner (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 the relevant Joint Bookrunner or
the Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the relevant
Joint Bookrunner's or the Company's registrars, as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the relevant Joint Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, the relevant Joint Bookrunner 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;
40 it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
41 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has
relied upon its own examination and due diligence of the Company and its
Affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved, and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners;
42 it irrevocably appoints any duly authorised officer of
each Joint Bookrunner 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 Announcement;
43 the Company, the Joint Bookrunners and others (including
each of their respective Affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to each Joint Bookrunner on its own behalf and on behalf of the Company and
are irrevocable;
44 it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it is duly authorised to do so and it has full power
and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts;
45 time is of the essence as regards its obligations under
this Appendix;
46 any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;
47 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement will continue notwithstanding
any amendment that may in future be made to the terms 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 conduct of the Placing;
48 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
49 these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuild and/or the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive jurisdiction of
the English courts in relation to any claim, dispute or matter arising out of
such contract except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or the Joint Bookrunners 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of 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 the
Joint Bookrunners, the Company or each of their respective Affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they will be
liable for 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 outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a CREST stock
account of a Joint Bookrunner or transferred to a CREST stock account of a
Joint Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it.
The representations, warranties, acknowledgements, agreements, confirmations
and undertakings contained in this Appendix are given to each Joint Bookrunner
for itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with the relevant Joint
Bookrunner 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 the 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 the relevant Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement 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.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
In this Announcement, unless the context otherwise requires:
"Admission" means the admission of the Placing Shares to trading on the AIM
market of the London Stock Exchange;
"AIM" means AIM, a market operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated
Advisers;
"AIM Rules for Companies" means the AIM Rules for Companies as issued by the
London Stock Exchange, from time to time;
"AIM Rules for Nominated Advisers" means the AIM Rules for Nominated Advisers
as issued by the London Stock Exchange, from time to time;
"Announcement" means this announcement (including the Appendix);
"Appendix" means an appendix to this Announcement;
"Application" means the application made by Liberum, on behalf of the Company,
to the London Stock Exchange for Admission;
"Bookbuild" means the accelerated bookbuild process in relation to the
Placing, on the terms described in the Placing Agreement and the other
documents relating to the Placing, which will establish the number of Placing
Shares to be issued and allotted pursuant to the Placing;
"Business Day" means any day, other than a Saturday or Sunday, when clearing
banks are open for business in London, United Kingdom;
"Company" means Helium One Global Ltd, a company incorporated in the British
Virgin Islands with company number 1888591 whose registered office is at P.O.
Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI;
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations) in accordance with which securities may be
held and transferred in uncertificated form;
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time being;
"EEA" means the European Economic Area;
"EEA Qualified Investor" means qualified investors as defined in Article 2(e)
of the EU Prospectus Regulation;
"EU Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"Exchange Information" means the business and financial information the
Company is required to publish in accordance with MAR and the AIM Rules;
"FCA" means the Financial Conduct Authority of the United Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as amended,
including any regulations made pursuant thereto;
"Group" means the Company and all its subsidiary undertakings, and "Group
Company" means any of them;
"Joint Bookrunners" means Liberum and Peterhouse and "Joint Bookrunner"
shall be construed accordingly;
"Liberum" means Liberum Capital Limited, a company incorporated in England and
Wales with registered number 05912554 whose registered office is at Ropemaker
Place Level 12, 25 Ropemaker Street, London, EC2Y 9LY;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 31 January 2024;
"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, and from 11pm on 31 December 2020
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018;
"Material Adverse Change" means any material adverse change in, or any event
or circumstance that might reasonably result in such a material adverse change
in, or having a material adverse effect on, the business, management,
operations, assets, liabilities, solvency, credit rating, position or
prospects (financial trading or otherwise) or profit of the Company or the
Group (as the case may be) whether or not arising in the ordinary course of
business;
"Ordinary Shares" means the ordinary shares of no par value in the capital of
the Company;
"Peterhouse" means Peterhouse Capital Limited, a company incorporated in
England and Wales with registered number 02075091 whose registered office is
at 3rd Floor 80 Cheapside, London, United Kingdom, EC2V 6EE;
"Placees" means any person procured by either of the Joint Bookrunners (acting
as agents for and on behalf of the Company), on the terms, and subject to, the
conditions of the Placing Agreement, to subscribe for the Placing Shares
pursuant to the Placing;
"Placing" means the placing of the Placing Shares by the Joint Bookrunners
pursuant to the Placing Agreement;
"Placing Agreement" has the meaning given to it in the Appendix to this
Announcement;
"Placing Price" means 0.25 pence per Placing Share;
"Placing Results Announcement" means the announcement of the results of the
Bookbuild via a Regulatory Information Service;
"Placing Shares" means the new Ordinary Shares proposed to be allotted and
issued by the Company fully paid up and admitted to, quoted or listed (as
applicable) on the London Stock Exchange pursuant to the Placing in accordance
with the terms of the Placing Agreement following the Bookbuild as set out in
the Placing Term Sheet;
"Placing Term Sheet" means the term sheet in relation to the Placing as may be
entered into by the Company and the Joint Bookrunners following the Bookbuild;
"Publicly Available Information" means the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement;
"Regulation S" means Regulation S under the US Securities Act;
"Regulatory Information Service" means a Regulatory Information Service that
is on the list of approved Regulatory Information Services maintained by the
FCA;
"Relevant Member State" means a member state of the EEA;
"Restricted Territory" means Canada, Australia, Japan or the Republic of South
Africa;
"Subscription" means the conditional subscription for approximately
7,200,000 for new Ordinary Shares;
"subsidiary" has the meaning given to that term in the Companies Act 2006;
"subsidiary undertaking" has the meaning given to that term in the Companies
Act 2006;
"Terms and Conditions" means the terms and conditions of the Placing set out
in the Appendix to this Announcement;
"UK Prospectus Regulation" means Prospectus Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018;
"UK Qualified Investor" means qualified investors as defined in Article 2(e)
of the UK Prospectus Regulation;
"uncertificated" or in "uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland; and
"US Securities Act" means the US Securities Act of 1933, as amended.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK. All references to "U.S $", "$" or "dollars" are
to the lawful currency of the United States of America. All references to "C$"
or "Canadian Dollars" are to the lawful currency of Canada. All references to
"AUD $" or "Australian Dollars" are to the lawful currency of Australia. All
references to "R" or "rand" are to the lawful currency of South Africa. All
references to "€" or "euro" are to the lawful currency of Austria, Belgium,
Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia,
Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia,
and Spain.
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