REG - Helix Exploration - Proposed placing
Mon 17:30
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RNS Number : 0079V Helix Exploration PLC 02 March 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN HELIX EXPLORATION PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
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 HELIX EXPLORATION PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("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.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
2 March 2026
Helix Exploration PLC
("Helix Exploration" or "Helix" or the "Company")
Proposed placing to raise a minimum of £2 million (net of expenses)
Helix Exploration, the helium exploration and development company with
near-term production assets within the Montana Helium Fairway, announces a
proposed placing of not less than £2.2 million (gross) through the issue of a
minimum 8,800,000 new ordinary shares of 1 pence each ("Placing Shares") at 25
pence (the "Issue Price") per share ("Placing").
H&P Advisory Limited ("Hannam & Partners") is acting as sole
bookrunner and broker in connection with the Placing. Cairn Financial Advisers
LLP ("Cairn") is acting as nominated adviser to Helix in connection with
Admission (as defined below).
Placing Highlights
● Placing to raise not less than £2 million (net of
expenses) through the issue of not less than 8,000,000 Placing Shares at the
Issue Price.
● The Issue Price represents a discount of approximately 12 per
cent. to the preceding 15 day volume weighted average price (VWAP) of 28.4
pence per Ordinary Share.
● The final number of Placing Shares will be determined by
the Broker, at the close of the Bookbuild (as defined below) and the result of
the Placing (the "Placing Results") will be announced as soon as practicable
thereafter. The timing for the close of the Bookbuild and the allocation of
the Placing Shares will be determined by the Broker.
● The Placing is subject to the terms and conditions set out in
Appendix II to this announcement (this "Announcement"). The appendices to this
announcement (the "Appendices") forms part of this Announcement.
● The Placing is not being underwritten.
Further details on the Placing
The Broker will commence an accelerated bookbuilding process in respect of the
Placing immediately following the publication of this Announcement (the
"Bookbuild").
The timing of the closing of the book and allocations are at the discretion of
the Broker (in consultation with the Company and Cairn). Details of the Issue
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares if issued, will be fully paid and will rank pari passu in
all respects with the existing ordinary shares of the Company, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue.
Application will be made for the Placing Shares to be admitted to trading on
AIM. Settlement of the Placing Shares and Admission are expected to take place
on or around 8.00 a.m. on 6 March 2026.
The Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company, Cairn and the Broker
(the "Placing Agreement") not being terminated in accordance with its terms.
Appendix II sets out further information relating to the Bookbuild and the
terms and conditions of the Placing.
Use of proceeds
On 23 February 2026, the Company announced the successful commencement of
helium production at its flagship Rudyard Project. Negotiations in respect of
offtake arrangements are progressing and work to scale production capacity is
underway.
In order to advance these initiatives from a position of financial strength
and flexibility, the Company has resolved to undertake a modest equity
placing. The proceeds will enhance the Company's balance sheet and provide the
financial headroom required to support ongoing commercialisation and capacity
expansion activities.
It is currently anticipated that the Company will raise gross proceeds of not
less than £2.2 million from the Placing.
The net proceeds from the Placing will be used for:
- Operational working capital
- Inez re-entry & perforation
- Corporate costs
Expected Timetable for the Placing
2026
Announcement of the Placing 2 March
Announcement of Placing Results 7.00 a.m. on 3 March
Admission and commencement of dealings in the Placing Shares 8.00 a.m. on 6 March
CREST stock accounts expected to be credited for the Placing Shares (where 6 March
applicable)
Posting of share certificates for the Placing Shares by the Registrar (where by no later than 20 March
applicable)
Long Stop Date 20 March
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to Shareholders by an announcement
through a Regulatory Information service.
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 and the detailed Terms and Conditions described
in the Appendices. By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its entirety
(including the Appendices) and to be making such offer on the terms and
subject to the conditions of the Placing, and to be providing the
representations, warranties and acknowledgements contained in the Terms and
Conditions, as applicable.
This Announcement contains inside information for the purposes of the UK
Market Abuse Regulation, and the Directors of the Company are responsible for
the release of this Announcement.
Enquiries
Helix Exploration
Bo Sears via Camarco
Keith Spickelmier info@helixexploration.com (mailto:info@helixexploration.com)
Cairn - Nominated Adviser
Liam Murray +44 (0)20 7213 0880
Ludovico Lazzaretti
James Western
Hannam & Partners - Broker
Neil Passmore +44 (0)20 7907 8502
Leif Powis
Camarco - Financial PR
Tilly Butcher +44 (0)20 3757 4980
Billy Clegg helixexploration@camarco.co.uk (mailto:helixexploration@camarco.co.uk)
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Broker nor Cairn nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
Cairn, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Cairn by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder, Cairn
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Cairn accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of Cairn as
the Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this Announcement, or
otherwise.
Hannam & Partners, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Broker exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Hannam & Partners by FSMA or the regulatory regime
established thereunder, Hannam & Partners accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. Hannam & Partners accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above), which it might otherwise have in respect of the contents of this
Announcement or any such statement.
The Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from 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, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Regulation (EU) 2017/1129 ("EU Prospectus
Regulation"), or under Part 1 of Schedule 1 of the Public Offers and
Admissions to Trading Regulations 2024 (the "POATR"), as the case may be,
which does not result in any requirement for the publication of a prospectus
or contravene regulation 12 of POATR. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of FSMA, as amended, does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. 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 appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. This Announcement and the terms and conditions set out herein are
for information purposes only and are directed only at persons who are: (a)
persons in member states ("Member States") of the European Economic Area
("EEA") who are qualified investors as defined in article 2(e) of Prospectus
Regulation (EU) 2017/1129; and (b) in the United Kingdom, qualified investors
as defined in paragraph 15 of Schedule 1 to the POATR who are persons who (i)
have professional experience in matters relating to investments falling within
the definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of the Order; or (iii)
are persons to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not relevant persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
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 the Broker, Cairn or by any of their affiliates or agents 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
interested party or its advisers, and any liability therefore is expressly
disclaimed.
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 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.
APPENDIX I
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares to AIM becoming effective in accordance with
Rule 29 of the AIM Rules;
"AIM'' the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange and as amended from time to time;
"Announcement" this announcement (including the Appendices which forms part of this
announcement);
"Articles" the articles of association of the Company as adopted and in force from time
to time;
"Bookbuild" the accelerated bookbuilding to be conducted by the Broker pursuant to the
Placing Agreement and this Announcement;
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday;
"Cairn" Cairn Financial Advisers LLP, nominated adviser to the Company;
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange;
"Company" or "Helix" Helix Exploration plc, a company registered in England and Wales with
registered number 15160134;
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorized committee thereof;
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly;
"Enlarged Issued Share Capital" the Ordinary Shares which shall be in issue immediately following Admission;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"EUWA" the European Union (Withdrawal) Act 2018, as amended;
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area;
"Existing Ordinary Shares" the 186,567,400 Ordinary Shares in issue at the date of this Announcement;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"Hannam & Partners" H&P Advisory Ltd, broker to the Company, which is authorised and regulated
by the FCA;
"HMRC" HM Revenue & Customs in the UK;
"Issue Price" 25 pence per Placing Share;
"ITA 2007" Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 20 March 2026;
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA;
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company;
"Placee" or "Placees" any Relevant Person(s) (as such term is defined in Appendix II) including
individuals, funds or others, subscribing for and/or purchasing Placing
Shares, or on whose behalf a commitment to subscribe for or acquire Placing
Shares has been given, pursuant to the Placing;
"Placing" the placing of the Placing Shares at the Issue Price by the Broker on behalf
of the Company pursuant to the Placing Agreement;
"Placing Agreement" the agreement dated 2 March 2026 between the Company, Cairn and the Broker
relating to the Placing;
"Placing Results" the final number of Placing Shares determined by the Broker, at the close of
the Bookbuild and the result of the Placing;
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing, the number of
which will be announced by the Company on completion of the Bookbuild;
"POATR" means the Public Offers and Admissions to Trading Regulations 2024
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement;
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
EU Prospectus Regulation); or (b) in respect of persons in the UK, persons who
are qualified investors (as defined in paragraph 15 of Schedule 1 to the
POATR), as the case may be;
"Registrar" Share Registrars Ltd, the Company's registrar;
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time;
"Terms and Conditions" the terms and conditions in respect of the Placing set out in Appendix II of
this Announcement;
"uncertificated" or "in uncertificated" form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction;
"US Person" has the meaning set out in Regulation S of the Securities Act;
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom; and
"$", "US Dollar" are references to the lawful currency of the United States of America.
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY A BROKER,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM,
OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
The distribution of the Terms and Conditions 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, the Broker 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 the Terms and
Conditions 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 these Terms and Conditions come are required by
the Company and the Broker to inform themselves about and to observe any such
restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do 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 the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa, New Zealand or Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or the Republic of South Africa or any other jurisdiction
in which such offer, sale, resale or delivery would be unlawful. The Placing
Shares are being offered and sold outside the United States to non-US persons
(as defined in Regulation S under the Securities Act) in "offshore
transactions" within the meaning of Regulation S.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018, as amended, were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Broker and the Company to be bound
by these terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without limitation,
become so bound if any of the Broker confirm to such Placee its allocation of
Placing Shares.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation; or (ii) a contract
note or email correspondence, in either case by representatives of the Broker,
each Placee will be deemed to have read and understood these Terms and
Conditions in their entirety, to be participating and acquiring Placing Shares
on these Terms and Conditions and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in these
Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) to the Company and the Broker
that:
1. it is a Relevant Person (as defined above) and that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2. 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 these Terms and Conditions; and
3. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) and agreed to comply
with the resale and transfer restrictions set out in these Terms and
Conditions;
4. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above) it is and, at the time the Placing Shares
are acquired, will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in and in accordance with
Regulation S under the Securities Act; and
5. if it is a financial intermediary, as that term is used in Article
7(4) of the POATR, that any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public, to Qualified
Investors, or in circumstances in which the prior consent of the Broker has
been given to each such proposed offer or resale.
The Company and the Broker will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
The Broker is acting as agent for and on behalf of the Company in connection
with the Placing and the Broker, Cairn and the Company have entered into a
Placing Agreement, under which the Broker has, on the terms and subject to the
conditions set out therein, undertaken to use their reasonable endeavours to
procure Placees for Placing Shares at the Issue Price. The Placing is not
being underwritten by the Broker or any other person.
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the discretion
of the Broker, following consultation with the Company. Allocations will be
confirmed orally or by email by the Broker following the close of the
Bookbuild. A further announcement confirming these details will then be made
as soon as practicable following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under the trading
symbol "HEX" and with ISIN GB00BPK66X70.
Application for Admission to trading of the Placing Shares on AIM
Application will be made to the London Stock Exchange for Admission to trading
on AIM of the Placing Shares. It is expected that settlement of any such
Placing Shares and Admission will become effective on or around 8.00 a.m. on 6
March 2026 and that dealings in the Placing Shares will commence at that time.
The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.
Bookbuild
The Broker will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Issue Price. 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 Broker 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.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of,
the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Broker.
3. The Broker, if successful, will establish the number of Placing
Shares to be issued at the Issue Price, which will be determined by the
Broker, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced via the Regulatory
Information Service following completion of the Broker.
4. To bid in the Broker, prospective Placees should communicate their
bid by telephone to their usual contact at the Broker. Each bid should state
the number of Placing Shares which the prospective Placee wishes to subscribe
for or purchase at the Issue Price. Bids may be scaled down by the Broker on
the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Broker. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the Broker,
following consultation with the Company. Each Placee's allocation will be
confirmed to Placees, orally or by email, by the Broker following the close of
the Bookbuild and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. Oral or emailed confirmation from the Broker will
give rise to an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of the Broker and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with the Broker's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close of
the Broker detailing the number of Placing Shares to be issued at the Issue
Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at the Broker's discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. The Broker may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the
Broker's consent, will not be capable of variation or revocation from the time
at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Broker or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Broker under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law and the applicable rules of the
FCA, neither the Broker, nor any of their affiliates, agents, directors,
officers or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Broker, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing or of such alternative method of effecting the
Placing as the Broker and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Broker's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1. the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;
2. the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
3. each of the warranties given by the Company in the Placing
Agreement being true and accurate in all respects and not misleading on the
date of the Placing Agreement, the date of the Placing Results Agreement and
at Admission;
4. the issue and allotment of the Placing Shares, conditional only
upon Admission;
5. Admission occurring by no later than 8.00 a.m. (London time) on 6
March 2026 or such other date and time as may be agreed between the Company
and the Broker, not being later than 8.00 a.m. (London time) on 20 March 2026
(the "Long Stop Date"); and
6. the Placing Agreement not having been terminated by the Broker in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Broker by the respective time or date where specified (or such later time or
date as the Broker may notify to the Company, being not later than the Long
Stop Date); (ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
The Broker may, at their discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the condition
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia, if before Admission:
1. the Broker becoming aware of any fact, matter or circumstance which
constitutes or might reasonably be expected to constitute a material breach of
the warranties given in the Placing Agreement or which indicates that any of
such warranties has become or might reasonably be expected to become untrue,
inaccurate or misleading in any material respect by reference to the facts and
circumstances then subsisting;
2. the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations (including MAR and the AIM Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not
fulfilled or (if capable of waiver) waived by the Broker or shall have become
incapable of being fulfilled by the respective time(s) and date(s) (if any)
specified in the Placing Agreement;
4. there occurs or arises prior to Admission any significant change or
new material matter which the Broker, in their discretion, determines should
be notified to Placees or shareholders of the Company; or
5. there has been a change in national or international financial,
political, economic, monetary or stock market conditions (primary or
secondary) or an imposition of or compliance with any law or governmental or
regulatory order, rule, regulation, restriction or direction,
which, in the opinion of the Broker, would or would be likely to prejudice
materially the Company or render the Placing (or any material part thereof) or
Admission impractical or inadvisable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Broker
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Broker and that the Broker need
not make any reference to Placees in this regard and that neither the Broker
nor any of their respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or
otherwise. No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock Exchange in
relation to the Placing or the Placing Shares, and Placees' commitments will
be made solely on the basis of the information contained in the Announcement
(including this Appendix) and the Publicly Available Information. Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other than the
Publicly Available Information), representation, warranty, or statement made
by or on behalf of the Company, Cairn or the Broker or any other person and
neither the Broker, Cairn, the Company nor any other person will be liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by the
Broker, Cairn, the Company or their respective officers, directors, employees
or agents. 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. Neither the Company, Cairn nor the
Broker are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax, financial,
business or other advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with the Broker, stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate amount owed
by such Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.
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 Broker in
accordance with the standing CREST settlement instructions which they have in
place.
Settlement of transactions in the Placing Shares (ISIN: GB00BPK66X70)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Broker reserve the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Broker may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for the
Broker's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Broker on demand
for any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Broker such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully take in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Broker nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for or purchase of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under
the Placing Agreement shall be within the absolute discretion of the Broker
and the Broker need not have any reference to it and shall have no liability
to it whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
the Broker or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Broker nor
any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 7(4) of the POATR and
Article 5(1) of the EU Prospectus Regulation, (i) the Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, (a) persons in any Member
State of the European Economic Area which has implemented the EU Prospectus
Regulation or (b) persons in the UK in accordance with the POATR,
respectively, other than Qualified Investors or in circumstances in which the
prior consent of the Broker has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA, or the UK respectively, other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the POATR (as the case may be) as having been made to
such persons;
6. that neither it nor, as the case may be, its clients expect the
Broker to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Broker are not acting for
it or its clients, and that the Broker will not be responsible for providing
the protections afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that 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 that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of the Broker, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and 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 this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was not
acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Australia, Canada, New Zealand, the
Republic of South Africa or Japan and that it will not (unless an exemption
under the relevant securities laws is applicable) offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing Shares in
Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Australia, Canada, New Zealand, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no prospectus has been
or will be lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New Zealand, the
Japanese Ministry of Finance or the South African Reserve Bank and that the
Placing Shares are not being offered for sale and may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Placing Shares and
to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by a Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by a Broker, it is a "professional client"
or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's
Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Broker's (or its nominee's) money in
accordance with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a general
creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Articles (which incorporate the requirements of Chapter 5
of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker as its agent for
the purpose of executing and delivering to the Company and/or its registrars
any document on its behalf necessary to enable it to be registered as the
holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither the Broker nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker and their
respective affiliates 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 in this Appendix and further agrees that the
Company and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Broker and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Broker for itself
and on behalf of the Company and will survive completion of the Placing and
Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or the Broker to provide any legal,
financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Broker shall notify it of such
amendments;
34. that (i) it has complied with its obligations under the Criminal Justice
Act 1993 and MAR, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (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 and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Broker such evidence, if any, as to the identity or location
or legal status of any person which the Broker may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Broker on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Broker may decide in their absolute
discretion;
35. that it will not make any offer to the public within the meaning of the
POATR (as the case may be) of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the Placing Shares
and it will be acquiring the Placing Shares for its own account as principal
or for a discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only and it
does not have any contract, understanding or arrangement with any person to
sell, pledge, transfer or grant a participation therein to such person or any
third person with respect of any Placing Shares; save that if it is a private
client stockbroker or fund manager it confirms that in purchasing the Placing
Shares it is acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an execution only
basis or under specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Broker in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Broker or their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares;
41. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
42. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Broker and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Broker for themselves
and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Broker.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the Company
and/or the Broker have incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify the Broker accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Broker shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 the Broker, Cairn or by any of their respective affiliates or
agents 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 interested party or its advisers, and any liability
therefore is expressly disclaimed.
Notes to Editors
Helix Exploration is a helium exploration company focused on the exploration
and development of helium deposits within the 'Montana Helium Fairway'.
Founded by industry experts with extensive experience of helium systems in the
US, the Company listed in April 2024.
Helix is focused on production at its Rudyard Project in northern Montana,
taking advantage of existing infrastructure and low-cost processing. The
Company has four production wells targeting up to 236ft Helium / Nitrogen gas
in the Souris and Red River formations, flowing up to 3,800 Mcf/day at 1.2%
helium. Rudyard field can support multiple production wells and has potential
to generate net revenue of $115 - $220 million over a 12.5 year life of field.
Helix is committed to open and transparent communication with investors and
the wider market as the project progresses through development into
production.
"Our approach is simple: build scale efficiently, develop resources
strategically, and deliver near-term cash flow." CEO - Bo Sears
The Company's Admission Document, and other information required pursuant to
AIM Rule 26, is available on the Company's website
at https://www.helixexploration.com/ (https://www.helixexploration.com/) .
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Helix Exploration
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