REG - Helix Exploration - Rudyard Reserves, Model and Proposed Fundraise
23/01/2025 07:00
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RNS Number : 3849U Helix Exploration PLC 23 January 2025
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EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO 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
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BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
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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.
23 January 2025
Helix Exploration PLC
("Helix Exploration" or "Helix" or the "Company")
Rudyard Reserves and Economic Model
and
Proposed Capital Raising to raise a minimum of £4 million
Helix Exploration, the helium exploration and development company with
near-term production assets within the Montana Helium Fairway, is pleased to
provide the market with updated reserves and results of economic modelling at
its Rudyard Project and announces a proposed Capital Raising (as defined
below) of not less than £4 million through the issue of a minimum 26,666,667
new ordinary shares of 1 pence each ("Ordinary Shares") at 15 pence (the
"Issue Price") per share.
Highlights of Reserves and Economic Modelling
• Reserves of 355 million cubic feet of helium calculated by Aeon
Petroleum Consultants Corp. ("Aeon") on northern dome only
• Net Revenue $115.2m over 12.5-year life of field and peak
sustained post-tax cash flow of $15-25 million per year using a flat helium
price of $500/Mcf
• Aeon modelling results in NPV8 of $77.9m and IRR >1,000% on
reserves in northern part of dome
• In-house modelling results in NPV8 of circa $145m and Net Revenue
circa $220m including contingent resources in southern part of dome
• Results from Darwin #1 indicate closure is larger than expected
under current structural model
( )
Bo Sears, CEO of Helix Exploration, said:
"We are delighted to announce updated reserves and economic forecasts for
Rudyard Project which demonstrate the potential to generate free cash flow of
$15 - $25 million per year post-tax and post-royalty, and net revenue of $115
- $220 million over a 12.5-year life of field. Reserves demonstrate
discovered commercial helium that underly the value of the Rudyard Project and
considerable upside for long term shareholders."
"With the expected completion of the proposed fundraise, Helix will be fully
funded to bring the Rudyard Project into production and positive cash-flow,
targeting first production within Q2 of this year. Early cashflow gives
Helix the freedom to pursue exploration and M&A, self-financing
development and growing Helix into a strategic helium producer for the USA
market."
David Minchin, Chairman of Helix Exploration, said:
"The decision to move forward with an equity raise comes after a detailed
review of the economic model and terms of available debt finance. Equity
became preferable over debt considering the high cost of debt capital as well
as onerous terms including long term take-or-pay agreements that would have
limited the Company's ability to market produced helium to end-users and the
wider USA market. In-house analysis showed a higher post-dilution NPV per
share on an equity raise compared to a debt raise, demonstrating that equity
would be the preferred finance route to grow the Company and deliver long-term
benefit to shareholders."
"We look forward to an active period for the Company as we move to complete
the proposed fundraise and accelerate Rudyard into production."
Reserves
Helix has commissioned Aeon to complete a reserve calculation and economic
model on the Rudyard Project, utilising results of the extended well-test
completed on the Souris and Red River formations in Darwin #1 well. Aeon are
industry experts with 45 years of experience in economic analysis, production
optimisation and reserves estimation and evaluation.
Rudyard Project represents a co-joined anticline with contingent resources of
484 million cubic feet of helium across the both the northern and southern
domes, as announced on 20 June 2024. Aeon have calculated updated recoverable
helium reserves of 355 million cubic feet of helium within the northern dome
based on results of extended well tests conducted at Darwin #1 and in
accordance with definitions established by PRMS. Aeon also calculated
updated contingent resources of 280 million cubic feet of helium within the
southern dome pending an extended well test within this closure.
Helium Reserves (Mcf)
Proved Proved & Probable Proved, Probable & Possible
Reservoir Gross Net Gross Net Gross Net
Souris and Red River 165,300 142,200 241,500 207,800 355,300 305,700
Helium Contingent Resources (Mcf)
1C (P90) 2C (P50) 3C (P10)
Reservoir Gross Net Gross Net Gross Net
Souris River 59,340 51,032 132,395 113,860 295,335 253,988
Red River 70,525 60,652 147,716 127,036 305,833 263,016
Total 129,865 111,684 280,111 240,895 601,168 517,004
Helium Prospective Resources (Mcf)
1C (P90) 2C (P50) 3C (P10)
Reservoir Gross Net Gross Net Gross Net
Dry Creek (risked)(1) 38,510 33,119 82,063 70,574 169,445 145,722
Dry Creek (unrisked) 52,754 45,368 112,415 96,677 232,116 199,620
(1) Risked data includes a chance of geological discovery of approximately
0.73.
Economic Model
Aeon have analysed pressure drop and rebound results and have calculated that
a flow rate of 2,000Mcf of raw gas per day per well can be sustained for five
years before decline. Based on an initial three producing wells and
self-financed expansion to six producing wells within the northern dome, and
using a flat helium price of $500/Mcf, Aeon have calculated:
· Net revenue $115.2 million over 12.5-year life of field
· Peak sustained post-tax cash-flow of $16.5 million per year
· NPV8 of $77.9 million, and
· IRR >1,000%.
These economic numbers include production from reserves from the northern part
of co-joined anticline.
The Company has taken input parameters used by Aeon to update its in-house
economic model including contingent resources in southern dome. Based on an
initial four producing wells and self-financed expansion to ten producing
wells, and using a helium price of $500/Mcf, the in-house economic model
demonstrates:
· NPV8 of $146 million
· Net revenue of $220 million over a 12.5-year life of field, and
· Peak sustained post-tax cash-flow of $28 million per year.
The in-house model shows potential upside that could be achieved by a
successful extended well test in the southern part of the co-joined anticline.
Qualified Person Statement
The technical information provided by Aeon contained in this disclosure has
been read and approved by Jim Weaver, P.E., who is a qualified Petroleum
Engineer and acts as the Qualified Person under the AIM Rules - Note for
Mining and Oil & Gas Companies. Jim Weaver is the Chief Executive Officer
for Aeon Petroleum Consultants Corp. which has been retained by Helix
Exploration plc to provide technical support.
The Company has taken input parameters used by Aeon to update its in-house
economic model and have provided the technical information contained in this
disclosure based on the Directors' belief subject to further testing. For
avoidance of doubt, this information has not been reviewed or approved by a
qualified person.
Glossary
Reserves are those quantities of helium estimated, as of a given date, to be
commercially recoverable from known accumulations by application of
development projects under current economic conditions and operating methods.
Prospective Resources are those quantities of helium estimated, as of a given
date, to be potentially recoverable from undiscovered accumulations by
application of future development projects.
Contingent Resources are those quantities of helium estimated, as of a given
date, to be potentially recoverable from known accumulations by application of
development projects, but which are not currently considered to be
commercially recoverable owing to one or more contingencies.
Proposed Capital Raising to raise a minimum of £4 million
The Capital Raising will include a placing for a minimum of 23,570,000 new
Ordinary Shares (the "Placing Shares") at the Issue Price to raise a minimum
of approximately £3.5 million (before expenses) (the "Placing").
The Capital Raising will also include a subscription directly with the Company
for a minimum of 3,096,667 new Ordinary Shares (the "Subscription Shares") at
the Issue Price to raise a minimum of approximately £464,500 (before
expenses) (the "Subscription").
It is intended that the Placing and the Subscription (together the "Capital
Raising") will result in the Company raising, in aggregate, gross proceeds of
at least £4 million.
H&P Advisory Limited ("Hannam & Partners") and Tavira Financial
Limited ("Tavira") are acting as joint bookrunners ("Joint Bookrunners") in
connection with the Placing alongside Oak Securities, Tavira and SI Capital.
(Hannam & Partners, Tavira, Oak Securities and SI Capital each being a
"Joint Broker" and together the "Joint Brokers"). Cairn Financial Advisers LLP
("Cairn") is acting as nominated adviser to Helix in connection with the
Admission (as defined below).
Capital Raising Highlights
● Capital Raising to raise not less than £4 million
(before expenses) through the issue of not less than 23,570,000 Placing Shares
and 3,096,667 Subscription Shares (together the "Capital Raising Shares") in
aggregate at the Issue Price.
● The Issue Price represents a premium of approximately
1.7 per cent. to the closing middle market price of 14.75 pence per Ordinary
Share on 22 January 2025, being the latest practicable date prior to the
publication of this Announcement.
● The final number of Placing Shares will be determined by
the Joint Bookrunners, in consultation with the Company and the other Joint
Brokers, at the close of the Bookbuild and the result of the Placing will be
announced as soon as practicable thereafter, along with details of the
Subscription. The timing for the close of the Bookbuild and the allocation of
the Placing Shares will be determined together by the Joint Bookrunners (in
consultation with the Company and the Joint Brokers).
● 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 Capital Raising is not being underwritten.
Further details on the Placing
The Joint Brokers 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 Joint Bookrunners (who will consult with the other Joint Brokers and the
Company). Details of the Issue Price and the number of Placing Shares and
Subscription Shares will be announced as soon as practicable after the close
of the Bookbuild.
The Capital Raising 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 Capital Raising Shares to be admitted to
trading on AIM. Settlement of the Capital Raising Shares and Admission are
expected to take place on or around 8.00 a.m. on 29 January 2025.
The Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company and the Joint Brokers
(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.
The Company is also seeking to undertake a Subscription for the Subscription
Shares under the subscription letters (the "Subscription Letters") pursuant to
which the subscribers will commit to subscribe for up to 3,096,667
Subscription Shares at the Issue Price, subject to the terms of the
Subscription Letters. The Subscription is conditional on, among other things,
(1) neither the Subscription Letters nor the Placing Agreement having been
terminated on or before Admission, (2) the Company raising gross proceeds of
at least £4 million from the Capital Raising, and (3) Admission becoming
effective.
Use of proceeds
It is currently anticipated that the Company will raise gross proceeds of not
less than £4 million from the Capital Raising (the "Minimum Capital
Raising").
● The net proceeds of the Capital Raising will be used to:
o Install and equip PSA Processing Plant and Membrane Unit at Rudyard;
o Fund the drilling of two additional production wells at Rudyard;
● The Company will also utilise any additional net
proceeds to fund other exploration and resource definition work across the
Company's projects and general working capital requirements.
Expected Timetable for the Capital Raising
2025
Announcement of the Capital Raising 23 January
Admission and commencement of dealings in the Capital Raising Shares 8.00 a.m. on 29 January
CREST stock accounts expected to be credited for the Capital Raising Shares 29 January
(where applicable)
Posting of share certificates for the Capital Raising Shares by the Registrar by no later than 14 February
(where applicable)
Long Stop Date 5 February
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 or Subscription
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 Subscription, and to be
providing the representations, warranties and acknowledgements contained in
the Terms and Conditions or Subscription Letters, 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
David Minchin info@helixexploration.com (mailto:info@helixexploration.com)
Cairn - Nominated Adviser
Liam Murray +44 (0)20 7213 0880
Ludovico Lazzaretti
James Western
Hannam & Partners - Joint Bookrunner and Joint Broker
Neil Passmore +44 (0)20 7907 8502
Leif Powis
Tavira Financial Limited - Joint Bookrunner and Joint Broker
Chris Kipling +44 (0)20 7100 5100
Oliver Stansfield
Jonathan Evans
SI Capital - Joint Broker
Nick Emerson +44 (0)14 8341 3500
Renato Rufus
OAK Securities - Joint Broker
Jerry Keen +44 (0)20 3973 3678
Henry Clark
Camarco - Financial PR
Emily Hall +44 (0)20 3757 4980
Tilly Butcher helixexploration@camarco.co.uk (mailto:helixexploration@camarco.co.uk)
Billy Clegg
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",
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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 Joint Brokers 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 Joint Broker and lead bookrunner 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.
Oak Securities, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Joint 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 Oak Securities by FSMA or the regulatory regime established
thereunder, Oak Securities 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. Oak Securities
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.
Tavira, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Joint 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 Tavira by FSMA or the regulatory regime established
thereunder, Tavira 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. Tavira 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.
SI Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Joint 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 SI Capital by FSMA or the regulatory regime established
thereunder, SI Capital 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. SI Capital
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
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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 EU Prospectus Regulation, or the UK
Prospectus Regulation (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA 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 UK Prospectus Regulation, 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 who are Qualified Investors; and (b) in the
United Kingdom, Qualified Investors 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 Joint Brokers, 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 Capital Raising 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 Joint Brokers 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;
"Capital Raising" the fundraising being undertaken by the Company, comprising the Placing and
the Subscription;
"Capital Raising Shares" the Placing Shares and Subscription Shares;
"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 123,570,000 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, a joint broker to the Company, which is authorised and
regulated by the FCA;
"HMRC" HM Revenue & Customs in the UK;
"Issue Price" 15 pence per Capital Raising Share;
"ITA 2007" Income Tax Act 2007;
"Joint Brokers" together, Hannam & Partners, Oak Securities and SI Capital and Tavira, and
each a "Joint Broker";
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 5 February 2025;
"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;
"Oak Securities" Oak Securities, a trading name of Merlin Partners LLP, a joint broker to the
Company, which is authorised and regulated by the FCA;
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company;
"Placee" or "Placees" any Relevant Person(s) (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 Joint Broker on
behalf of the Company pursuant to the Placing Agreement;
"Placing Agreement" the agreement dated 23 January 2025 between the Company, Cairn and the Joint
Brokers relating to 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;
"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 (within the meaning of article 2(e) of the UK
Prospectus Regulation, 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;
"SI Capital" SI Capital Limited, a joint broker to the Company, which is authorised and
regulated by the FCA;
"Subscription" the subscription of the Subscription Shares at the Issue Price;
"Subscription Letters" the individual letters between the Company and those persons who agree to
subscribe for the Subscription Shares;
"Subscription Shares" the new Ordinary Shares to be issued pursuant to the Subscription on the terms
of the Subscription Letters, the number of which will be announced by the
Company on completion of the Bookbuild;
"Tavira" Tavira Financial Limited, a joint broker to the Company, which is authorised
and regulated by the FCA;
"Terms and Conditions" the terms and conditions in respect of the Placing set out in Appendix II of
this Announcement;
"UK Prospectus Regulation" the UK version of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017, which is part of UK law by virtue of the EUWA, as
amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019;
"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; and
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom.
"$", "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 JOINT
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 IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. 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 Joint Brokers 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 Joint Brokers 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.
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 Joint
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 Joint Brokers 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 Joint Brokers 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 a Joint
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 Joint
Broker that:
1. it is a Relevant Person 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;
and
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) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
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 Joint Brokers, Cairn and the Company have entered into a Placing
Agreement, under which the Joint Brokers have, 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 any of the Joint Brokers 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 Joint Bookrunners, following consultation with the Company and the
other Joint Brokers. Allocations will be confirmed orally or by email by the
Joint Brokers 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 and the Subscription 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 and the
Subscription Shares on AIM
Application will be made to the London Stock Exchange for Admission to trading
on AIM of the Placing Shares and Subscription Shares. It is expected that
settlement of any such Placing Shares and Subscription Shares and Admission
will become effective on or around 8.00 a.m. on 29 January 2025 and that
dealings in the Placing Shares and Subscription Shares will commence at that
time.
Bookbuild
The Joint Brokers 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 Joint Brokers 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 Joint Brokers are 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 Joint
Brokers.
3. The Bookbuild, if successful, will establish the number of Placing
Shares to be issued at the Issue Price, which will be determined by the Joint
Brokers, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone to their usual contact at either of the Joint Brokers. 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 Joint Brokers 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 Joint Brokers. 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 Joint
Bookrunners, following consultation with the Company and the other Joint
Brokers. Each Placee's allocation will be confirmed to Placees orally, or by
email, by the Joint Brokers 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 either of the Joint Brokers will
give rise to an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of the applicable Joint 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 Joint Brokers' consent, such commitment will not
be capable of variation or revocation.
7. The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued at the Issue
Price.
8. Subject to paragraphs 4 and 5 above, the Joint Brokers may choose not
to accept bids and/or to accept bids, either in whole or in part, on the basis
of allocations determined at Hannam & Partners' discretion (after
consultation with the Company and the other Joint Brokers) and may scale down
any bids for this purpose on such basis as it may determine. The Joint Brokers
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 Joint
Brokers' 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers, 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 Joint Brokers, 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
Joint Brokers' conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Brokers 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 Joint Brokers' obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
1. the delivery by the Company to the Joint Brokers 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 29
January 2025 or such other date and time as may be agreed between the Company
and the Joint Brokers, not being later than 8 am (London time) on 5 February
2025 (the "Long Stop Date"); and
6. the Placing Agreement not having been terminated by the Joint Brokers
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
Joint Brokers by the respective time or date where specified (or such later
time or date as the Joint Brokers 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 Joint Brokers 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 Joint Brokers, 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 Joint Brokers.
Right to terminate the Placing Agreement
The Joint Brokers are 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers, in their discretion, determines
should be notified to Placees or Shareholders; 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 Joint Brokers, 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 Joint
Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to Placees in this regard
and that neither the Joint Brokers 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 Joint Brokers or any other person
and neither the Joint Brokers, 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 Joint 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 Joint Brokers 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 Joint Broker with whom they
have dealt, 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 Joint Broker
with whom they have dealt in accordance with the standing CREST settlement
instructions which they have in place with that applicable Joint Broker.
Settlement of transactions in the Placing Shares (ISIN: GB00BPK66X70)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Joint Brokers 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 Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Brokers 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 Joint Brokers' 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 Joint
Brokers 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 Joint Brokers such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Brokers 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 Joint Brokers
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
Joint Brokers 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 Joint Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion of the
Joint Brokers and the Joint Brokers 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers
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 5(1) of the EU Prospectus
Regulation and Article 5(1) of the UK Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, (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 UK
Prospectus Regulation, respectively, other than Qualified Investors or in
circumstances in which the prior consent of the Joint Brokers 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 UK Prospectus Regulation (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 Joint
Brokers 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 Joint Brokers are not
acting for it or its clients, and that the Joint Brokers will not be
responsible for providing the protections afforded to customers of the Joint
Brokers 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 Joint Brokers 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 Joint Brokers, 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 Joint Brokers 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 Joint Brokers, 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 Joint Brokers 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 Joint Brokers;
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 Joint Broker, it is a Qualified
Investor;
21. that, unless otherwise agreed by a Joint 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 a Joint 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 a Joint Broker's (or its nominee's) money in
accordance with such client money rules and will be used by that Joint Broker
in the course of its own business and each Placee will rank only as a general
creditor of that Joint 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Joint Brokers and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
the Joint Brokers 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 Joint Brokers 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 Joint Brokers 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 and Terrorist Financing Regulations 2019 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 Joint
Brokers such evidence, if any, as to the identity or location or legal status
of any person which the Joint Brokers 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 Joint
Brokers 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 Joint Brokers may decide in their absolute discretion;
35. that it will not make any offer to the public within the meaning of the
EU Prospectus Regulation or UK Prospectus Regulation (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 Joint Brokers 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 Joint
Brokers;
39. that the Joint Brokers owe no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Joint Brokers 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 Joint Brokers 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 Joint Brokers 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 Joint Brokers.
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 Joint Brokers 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 Joint Brokers in the
event that any of the Company and/or the Joint Brokers 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 Joint Brokers
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 Joint Brokers 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 Joint Brokers, 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 raising £7.5 million from an offer book
of over £22 million.
The Company has drilled two wells on two assets in 2024. Darwin #1 well at
Rudyard Project tested 236ft in the Souris and Red River formations, flowing
2,750 Mcf/day at 1.1% helium. Rudyard field can support multiple production
wells on structure with each well having the potential to produce pre-tax
cashflow of circa $4.0 million per year and drain a large area over a
sustained period.
Clink #1 well at Ingomar Dome Project recovered gas samples from the Flathead
Formation assayed at 55.2% Hydrogen in gas sample isolated from drilling mud
and 2.5% helium in gas sample recovered from the reservoir. Gas samples
demonstrate helium and hydrogen potential with additional stimulation required
to potentially generate commercial flow rates in Flathead and Charles
formations.
Helix Exploration is focussed on early production at the Rudyard Projects,
taking advantage of existing infrastructure and low-cost processing to target
first gas production in 2025. Helix is committed to open and transparent
communication with investors and the wider market as the project progresses
through development into production.
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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AnnouncementREG - Helix Exploration - Commencement of Drilling at Linda #1
AnnouncementREG - Helix Exploration - Grant of Options and Director/PDMR Shareholding
AnnouncementREG - Helix Exploration - Commencement of Civils at Linda #1
AnnouncementREG - Helix Exploration - Result of AGM
Announcement