REG - Ironveld PLC - Launch of Accelerated Book Build
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RNS Number : 8939Y Ironveld PLC 31 March 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
MARKET ABUSE REGULATIONS. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
31 March 2026
Ironveld plc
("Ironveld", the "Company" or the "Group")
Launch of Accelerated Book Build
Ironveld PLC ("Ironveld" or the "Company"), the mining development company
focused on producing high-value strategic metals, announces an intention to
conduct an equity fundraise to raise gross proceeds of up to £1 million.
The equity fundraise will comprise a placing and direct subscription
(described further below and together the "Fundraise") through the issue of
new ordinary shares of 0.01p each ("Ordinary Shares") in the Company at an
issue price of 0.0225 pence (the "Issue Price") per new Ordinary Share (the
"Fundraising Shares") and is being targeted at both new and existing
institutional and other investors. It is anticipated that the Fundraise will
be conducted within the Company's existing share allotment authorities and,
therefore, no shareholder meeting is required in connection with the
anticipated admission of the new Ordinary Shares to trading on AIM.
The Fundraise is not available to the public and will be conducted by way of
an Accelerated Bookbuild ("Accelerated Bookbuild") which will open immediately
following release of this Announcement in accordance with the terms and
conditions set out in Appendix I. The Accelerated Bookbuild is expected to
close at 3:00 p.m. today, although may be closed earlier or later or may be
terminated at any time prior to close at the discretion of the Bookrunner and
the Company. Subject to demand, the Bookrunner and Company may increase the
size of the Fundraise.
A further announcement confirming the closing of the Accelerated Bookbuild and
the number of Fundraising Shares to be issued pursuant to the Fundraise,
together with Total Voting Rights, is expected to be made in due course.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix I to this Announcement,
unless the context requires otherwise.
Fundraising Summary and Use of Proceeds
· A Fundraise to raise gross proceeds of up to £1 million through the
proposed issue of new Ordinary Shares at 0.0225 pence each.
· The net proceeds of the Fundraise will be used to advance business
development and for working capital purposes, ensuring the Company maintains
momentum across its operational and commercial workstreams as cash flows from
established operations build up.
· Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole
bookrunner and sole broker in respect of the Fundraise.
· The Book Build opens immediately and is expected to close by 3:00
p.m., subject to acceleration or extension at the sole discretion of the
Company and the sole bookrunner.
· The final number and allocation of the Fundraising Shares will be
determined by Turner Pope in consultation with the Company and the result of
the Fundraise will be announced as soon as practicable after the closing of
the Accelerated Book Build.
· Assuming the Accelerated Bookbuild achieves the target Fundraise
total, the Fundraising Shares will represent approximately 22% of the
Company's enlarged issued ordinary share capital.
· The issue price represents a discount of approximately 48.3% to the
price at which the Company's shares were suspended on 2 January 2026.
Chairman's Participation
The Company is pleased to announce that Tracarta Ltd, in which the Company's
Chairman, Dr John Wardle, has a beneficial interest, has indicated an
intention to participate in the Fundraise by way of a subscription of
£100,000. This proposed participation in the Fundraise emphasizes Tracarta's
continued confidence in the Company's strategy and its strong belief in the
long-term value of the Ironveld project. This proposed participation further
aligns the Chairman's interests with those of other shareholders, reflecting a
shared vision for the Company's next phase of growth as operational momentum
builds and cash flows from established operations are expected to materialise.
Broker Warrants
Turner Pope is acting as placing agent to the Company. Under the terms of its
engagement, conditional upon Admission, Turner Pope will be issued with up to
26,666,666 warrants, entitling the holder to subscribe for one new Ordinary
share at the Placing Price at any time within five years from the date of
Admission (the "Broker Warrants") on the terms set out in the Broker Warrant
Instrument.
Admission to Trading
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will take place, and that trading will become
effective and dealings in the new Ordinary Shares will commence on AIM, at
8.00 a.m. on 8 April 2026.
Kris Andersson, CEO of Ironveld, commented:
"The Company acknowledges the importance of demonstrating clear financial
discipline alongside this fundraise. Investors should note that the primary
use of these funds is strictly allocated to working capital to support ongoing
operations and growth.
"The Company's improving operational performance provides a clear route to
sustainable cash flow. Management intends that cash flow from trading will
service the Company's creditor position over the coming quarters.
"Management is confident that using operational cash to address past
liabilities while preserving new capital for future growth provides a
sustainable path to a stable and self-sufficient position."
The terms and conditions of the Accelerated Bookbuild are set out in Appendix
I at the end of this Announcement.
For further information, please contact:
Ironveld plc c/o BlytheRay
Kristoffer Andersson, Chief Executive Officer +44 20 7138 3204
Cavendish Capital Markets Limited (Nomad and Broker) +44 20 7220 0500
Derrick Lee
Turner Pope Investments (TPI) Ltd (Joint Broker) +44 20 3657 0050
Andrew Thacker / Guy McDougall
BlytheRay +44 20 7138 3204
Megan Ray / Said Izagaren / James Mulligan
THE PLACING
The Company is seeking to conditionally place with certain new and existing
institutional and other investors new Ordinary Shares at the Issue Price to
raise proceeds of approximately £1 million (before fees and expenses). The
Placing is not being underwritten.
The Placing will be utilising the Company's existing share allotment
authorities and powers.
The Issue Price of 0.0225 pence per Placing Share represents a discount of
approximately 48.3% to the price at which the Company's shares were suspended
on 2 January 2026.
The Placing is conditional upon, inter alia, the Placing Agreement not having
been terminated in accordance with its terms and admission of the new Ordinary
Shares becoming effective.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
DETAILS OF THE PLACING AGREEMENT
On 31 March 2026, the Company and Turner Pope entered into the Placing
Agreement, pursuant to which Turner Pope agreed, subject to certain
conditions, to use its respective reasonable endeavours to procure subscribers
for the Placing Shares pursuant to the Placing.
The Placing Agreement contains customary representations, warranties and
undertakings and an indemnity from the Company in favour of Turner Pope,
together with provisions which enable Turner Pope to terminate the Placing
Agreement in accordance with its terms in certain customary circumstances
prior to Admission.
The obligations of Turner Pope under the Placing Agreement are conditional,
inter alia, upon Admission occurring by 8.00 a.m. on 8 April 2026 (or such
later date as Turner Pope and the Company may agree).
The Placing Agreement provides for payment by the Company to Turner Pope of a
commission on the capital raised via the Placing, based on the number of
Placing Shares placed by it, multiplied by the Issue Price.
The Company will bear all other expenses of, and incidental to, the Placing,
including the fees of the London Stock Exchange, printing costs, registrar's
fees, and all legal and accounting fees of the Company.
THE SUBSCRIPTION
Dr. John Wardle, Chairman of Ironveld (the "Subscriber"), has indicated his
intention to subscribe for an aggregate amount of £100,000 through the issue
of new Ordinary Shares at the Issue Price pursuant to the Subscription. The
Subscription is not being underwritten.
If any of the conditions to the Subscription are not satisfied, the
Subscription Shares will not be issued and any monies received from the
Subscriber will be returned to them.
The Subscription Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
Admission.
The Subscription will be conditional, inter alia, on Admission occurring and
the Placing Agreement not being terminated prior to Admission. Further details
of the Subscription are expected to be announced following closure of the
Accelerated Bookbuild.
This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices' and the terms and
conditions of the Placing (representing important information for invited
Placees only) in Appendix I to this Announcement.
This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of the Company is Kristoffer Andersson, Chief
Executive Officer.
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
IMPORTANT NOTICES
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Company's or 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 Bookrunner nor any of their respective associates, directors, officers
or advisers undertakes any obligation 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.
Cavendish Capital Markets Limited, 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 Admission and 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 Admission 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 Cavendish by FSMA or the regulatory regime established
thereunder, Cavendish 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. Cavendish
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.
Turner Pope, which is authorised and regulated in the United Kingdom by the
FCA, is acting as broker and sole bookrunner exclusively for the Company and
no one else in connection with the Placing and 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 Placing 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 Turner Pope by FSMA or the regulatory regime
established thereunder, Turner Pope 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. Turner
Pope 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.
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 Bookrunner or by any of its 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 price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The new Ordinary Shares to be issued pursuant to the Fundraise 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.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
INFORMATION TO DISTRIBUTORS
UK product governance
This Announcement contains "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's future financial condition, economic
performance, revenues, capital expenditures, expenses, losses, prospects,
strategic initiatives, objectives and results. Without limitation, any
statements preceded or followed by, or that include, the words "believes",
"targets", "plans", "estimates", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "aims", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other variations or
comparable terminology are forward-looking statements. These forward-looking
statements are not guarantees of future performance and 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, changes in the political, social or
economic framework in which the Company operates) which may cause the actual
result, performance or achievements of the Company or any company, person or
industry, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of the Company or any such company,
person or industry and the environment in which each will operate in the
future. Investors should not place undue reliance on such forward-looking
statements. All forward-looking statements in this Announcement are based on
information available to the Directors at the date of this Announcement,
unless some other time is specified in relation to them, and the publication
of this Announcement shall not give rise to any implication that there has
been no change in the fact set forth herein since such date. Other than in
accordance with their legal or regulatory obligations (including those set out
in the AIM Rules, the Takeover Code, the POATR and/or FSMA), neither the
Company, nor the Bookrunner nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). 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.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the 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) retail investors, (b) investors who meet the criteria of
professional clients and (c) 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 EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding
the EU Target Market Assessment, the Bookrunner will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE
PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK
QUALIFIED INVESTORS"), AND WHO ARE ALSO: (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED ("ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION 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 OR REGULATION. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICIES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE 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 ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the Prospectus Regime and also
pursuant to an exemption under the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of FSMA does not apply.
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken or will be taken by the Company, the Bookrunner or
any of their respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company, the Nominated Adviser and the Bookrunner to inform themselves
about and to observe any such restrictions. Persons (including, without
limitation, nominees and trustees) who have a contractual right or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any action.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Each Placee should consult with its own advisers as to legal, financial,
regulatory, tax, business and related aspects of a subscription for the
Placing Shares. The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the Existing
Ordinary Shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast 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.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement, the Placing Shares and the Accelerated
Bookbuild
Cavendish is acting as nominated adviser in connection with Admission only and
Turner Pope is acting as the broker and sole bookrunner in connection with the
Placing.
Turner Pope has today entered into the Placing Agreement with the Company
under which, amongst other things, Turner Pope as the Bookrunner has agreed,
as agent for and on behalf of the Company, to use its reasonable endeavours to
procure subscribers for Placing Shares, on the terms and subject to the
conditions set out herein. The final number of Placing Shares will be
determined by the Company and the Bookrunner at the close of the Accelerated
Bookbuild and will be set out in the placing results agreement (if executed)
(the "Placing Results Agreement"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunner. Details
of the number of Placing Shares will be announced as soon as practicable after
the close of the Accelerated Bookbuild.
The Bookrunner will today commence the Accelerated Bookbuild to determine
demand for participation in the Placing by Placees immediately following the
publication of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. Members of
the public are not entitled to participate. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The Placing is not
being underwritten.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Accelerated Bookbuild as it may, in its discretion following
consultation with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up and will rank pari
passu in all respects with, and be identical to, the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after the date of issue of the Placing
Shares and will, on issue, be free of all claims, liens, charges and equities.
Participation in, and principal terms of, the Accelerated Bookbuild and
Placing
1. The Bookrunner is arranging the Placing as agent of the Company for
the purpose of procuring Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Bookrunner. The
Bookrunner may (but is not obliged to) agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its group to do
so.
3. The Accelerated Bookbuild will establish the number of Placing Shares
to be issued pursuant to the Placing.
4. The results of the Placing and the number of Placing Shares will be
announced on a Regulatory Information Service following the completion of the
Accelerated Bookbuild (the "Placing Results Announcement").
5. The Issue Price will be a fixed price of 0.0225 pence per Placing
Share and is payable to the Bookrunner (as agent for the Company) by all
Placees whose bids are successful.
6. The number of Placing Shares to be issued at the Issue Price will be
agreed by the Bookrunner in consultation with the Company following completion
of the Accelerated Bookbuild and will be recorded in terms of a subscription
entered into between the Bookrunner and the Company. The number of Placing
Shares to be issued will be announced by the Company on a Regulatory
Information Service following the completion of the Accelerated Bookbuild.
The Bookrunner shall have the right to determine, in its reasonable
discretion, Placees' participation in the Placing in consultation with each
Placee and the Company.
7. Except as required by law or regulation, no press release or other
announcement will be made by the Bookrunner 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.
8. To bid in the Accelerated Bookbuild, Placees should communicate their
bid by telephone or email to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down by the
Bookrunner on the basis described below. The Bookrunner is arranging the
Placing as an agent of the Company.
9. A bid in the Accelerated Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the Bookrunner's
consent, will not be capable of variation or revocation after the time at
which it is submitted. Following the Bookrunner's oral or written confirmation
of each Placee's allocation and commitment to acquire Placing Shares, each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the Bookrunner (as agent for the Company), to pay to it
(or as the Bookrunner may direct) in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Bookrunner.
10. The Accelerated Bookbuild is expected to close later today but may close
later subject to the agreement of the Bookrunner and the Company.
11. The Bookrunner is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for protections afforded to its
customers nor for providing advice in relation to the matters described in
this Announcement or any matter, transaction or arrangement referred to in it.
12. The Bookrunner may choose to accept bids, either in whole or in part, on
the basis of allocations determined in consultation with the Company and may
scale down any bids for this purpose on such basis as they may determine or be
directed. The Bookrunner may also, notwithstanding
paragraphs 9 and 10 above, subject to the prior consent of the Company:
a. allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and
b. allocate Placing Shares after the Accelerated Bookbuild has closed to
any person submitting a bid after that time.
13. The Company reserves the right (upon agreement with the Bookrunner) to
reduce or seek to increase the amount to be raised pursuant to the Placing at
its discretion.
14. Allocations of the Placing Shares will be determined by the Bookrunner
in its discretion after consultation with the Company in accordance with the
FCA Handbook Conduct of Business Sourcebook (COBS). Allocations will be
confirmed (either orally or in writing) by the Bookrunner and a form of
confirmation will be despatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. The
Bookrunner's confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to subscribe for the
number of Placing Shares allocated to it and to pay the Issue Price in respect
of such shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
15. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the relevant time, on
the basis explained below under "Registration and settlement".
16. All obligations of the Bookrunner under the Accelerated Bookbuild and
the Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
17. By participating in the Accelerated Bookbuild and the Placing, each
Placee will agree that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below under "Right to
terminate under the Placing Agreement" and will not be capable of rescission
or termination by the Placee.
18. To the fullest extent permissible by law and applicable FCA rules and
regulations, neither:
a. the Bookrunner;
b. the Company;
c. any of their respective affiliates, agents, directors, officers or
employees ("Representatives"); nor
d. to the extent not contained within (a) or (b) or (c), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Accelerated
Bookbuild and/or the Placing or of such alternative method of effecting the
Placing as the Bookrunner and the Company may determine. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Bookrunner shall have no liability
to the Placees for any failure by the Company to fulfil those obligations.
19. The Placing Shares will be allotted and issued subject to the terms and
conditions of this Appendix and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Bookrunner's conduct
of the Placing.
20. The times and dates in this Announcement may be subject to amendment.
The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in respect of the
Placing Shares to be issued pursuant to the Placing are condition on, inter
alia:
(a) the Placing Results Agreement having been executed by the Company and
the Bookrunner;
(b) the publication by the Company of the Placing Results Announcement
through a Regulatory Information Service as soon as reasonably practicable
following the execution of the Placing Results Agreement;
(c) the Company having allotted the Placing Shares, subject only to
Admission;
(d) the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;
(e) none of the warranties or undertakings contained in the Placing
Agreement being or having become untrue, inaccurate or misleading in any
material respect on each of the dates that they are given, and no fact or
circumstance having arisen which would constitute a breach of any of the
warranties or undertakings provided by the Placing Agreement;
(f) the Bookrunner not having terminated the Placing Agreement prior to
Admission; and
(g) Admission having become effective at or before 8.00 a.m. on 8 April 2026
(or such later time or date as the Company and the Bookrunner may agree, not
later than 8.00 a.m. on the Long Stop Date),
(together the "Closing Conditions" and each being a "Closing
Condition").
The Bookrunner may, at its absolute discretion (acting in good faith), waive
or extend the time for fulfilment of all or any part of any of the Closing
Conditions which are capable of waiver or extension by them provided that the
latest time for fulfilment of any Closing Condition shall not be later than
8:00 a.m. on the Long Stop Date. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.
If at Admission any of the Closing Conditions is not fulfilled or, where
permitted, waived or extended by the Bookrunner in accordance with the Placing
Agreement, or (ii) the Placing Agreement is terminated in the circumstances
specified below under 'Right to terminate under the Placing Agreement', the
Placing will not proceed and the Placees rights and obligations hereunder in
relation to the Placing Shares that has not been unconditionally issued at
such time shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither the Bookrunner nor any of its respective affiliates nor the Company
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision 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 Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner, in its absolute discretion acting in good faith, may at any
time before Admission terminate the Placing Agreement in accordance with its
terms in the event that certain circumstances, including, among other things:
(a) any statement in any document or announcement issued or published by or
on behalf of the Company in connection with the Fundraise is or has, in Turner
Pope's reasonable opinion, become untrue, inaccurate or misleading in any
material respect, or any matter has arisen which would, if such document or
announcement had been issued at that time, constitute an inaccuracy or
omission from such document or announcement;
(b) the Company has failed in any material respect to comply with its
obligations under the Placing Agreement, the Companies Act 2006, the City Code
on Takeovers and Mergers (to the extent applicable), FSMA or the AIM Rules;
(c) any of the warranties contained in the Placing Agreement was not
materially true or accurate, or was misleading in any material and adverse
respect when given or deemed given or at any time if they were to be repeated
(by reference to the facts and circumstances in each case then existing) would
no longer be true and accurate, or would be misleading, in each case in a
respect which is material and adverse in the context of the Fundraise;
(d) there has been a breach of any provision of any Subscription Letter or a
waiver of any of the conditions thereto save for any breach which, in the
opinion of the Bookrunner (acting in good faith), is not material;
(e) there shall have been, occurred, happened or come into effect any event
or omission affecting, or on the part of, the Company which materially and
adversely affects the financial position and/or prospects of the Company and
its subsidiaries taken as a whole, or which in the reasonable and proper
opinion of the Bookrunner is or will be or may be materially prejudicial to
the Company or to the Fundraise;
(f) an event or other matter (including, without limitation, any change or
development in economic, financial, political, diplomatic or other currency,
stock market or other market conditions or any change in any law or government
regulation) has occurred or is likely to occur which, in the reasonable
opinion of the Bookrunner, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or prospects of
the Company or otherwise makes it impractical or inadvisable for the Fundraise
to proceed; for these purposes "market conditions" includes conditions
affecting securities in the business sector in which the Company operates and
conditions affecting securities generally; or
(g) there has occurred a suspension or cancellation by the London Stock
Exchange of trading in the Company's securities.
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. If the Placing Agreement is terminated by the Bookrunner in
accordance with its terms in accordance with its terms, the rights and
obligations of each Placee in respect of the Placing as described in this
Announcement shall cease and terminate at such time and no claim may be made
by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunner that the exercise or non-exercise by the Bookrunner of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner or for agreement
between the Company, the Bookrunner and that neither the Company nor the
Bookrunner need make any reference to, or consult with, Placees and that none
of the Company, the Bookrunner nor any of their respective affiliates or its
or their respective Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so exercise or
otherwise.
Placees agree that they will have no rights against the Bookrunner, the
Company or any of their respective Representatives under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
admission document, prospectus or other offering document to be published in
the United Kingdom or in any other jurisdiction. No admission document,
offering document or prospectus has been or will be submitted to be approved
by the FCA or submitted to the London Stock Exchange in relation to the
Placing or the Placing Shares. In the United Kingdom, this Announcement is
being directed solely at and distributed and communicated solely to persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Neither the Company, the Nominated Adviser or the Bookrunner 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 or business 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.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Nothing
in this paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that admission to trading on AIM of the Placing Shares
("Admission") will take place at 8.00 a.m. on 8 April 2026 (or such later time
or date as the Company and the Bookrunner may agree, not being later than the
Long Stop Date) and that dealings in the Placing Shares on AIM will commence
at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 8 April 2026 ("Settlement Date") in
respect of the Placing Shares. Settlement will take place on a delivery versus
payment basis. However, the Bookrunner and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem 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 the Placee's jurisdiction.
Each Placee to be allocated Placing Shares will be sent a form of confirmation
in accordance with the standing arrangements in place with the Bookrunner
stating the number of Placing Shares allocated to it at the Issue Price, the
aggregate amount owed by such Placee to the Bookrunner and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
Placing
CREST Participant ID 842, Member a/c: TURNPGIA
Expected trade time and date: 8.00 a.m. on 1 April 2026
Settlement date: 8.00 a.m. on 8 April 2026
ISIN code for the Placing Shares: GB0030426455
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner 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 Bookrunner's account and benefit (as agent of the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, such Placee confers on the Bookrunner all such authorities and
powers necessary to carry out such sale and agrees to ratify and confirm all
actions which the Bookrunner lawfully takes in pursuance of such sale.
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 United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Placees will not be entitled to any fee or commission in connection with the
Placing.
Representations, warranties, undertakings and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (including any
prospective Placee, and any person acting on such Placee's or prospective
Placee's behalf) irrevocably confirms, represents, warrants, acknowledges,
agrees and undertakes (as the case may be) with the Company and the Bookrunner
(in its capacity as broker and placing agent of the Company in respect of the
Placing) in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the Accelerated
Bookbuild and the Placing and its subscription for and purchase of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and it undertakes not to
redistribute or duplicate this Announcement;
2. its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
3. no offering document, admission document or prospectus has been or
will be prepared in connection with the Placing (nor is one required under the
Prospectus Regime or other applicable law) and that it has not received and
will not receive a prospectus, admission document or other offering document
in connection with Admission, the Accelerated Bookbuild, the Placing, the
Company, the Placing Shares or otherwise;
4. the Placing does not constitute a recommendation or financial product
advice and the Nominated Adviser and the Bookrunner has not had regard to its
particular objectives, financial situation or needs;
5. none of the Nominated Adviser, the Bookrunner, the Company nor any of
their respective Representatives has provided, nor will provide, it with any
material regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Nominated Adviser, the
Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement and any information
publicly announced to a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly Available
Information"); (ii) the Ordinary Shares are admitted to trading on AIM and the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM and UK relevant
regulatory authorities (the "Exchange Information"), which includes a
description of the nature of the Company's business, most recent balance sheet
and profit and loss account, and similar statements for preceding years, and
it has reviewed such Exchange Information as it has deemed necessary or that
it is able to obtain or access the Exchange Information without undue
difficulty; and (iii) it has had access to such financial and other
information (including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing and the
Placing Shares, as well as the opportunity to ask questions) concerning the
Company, the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate
in the Placing;
7. (i) neither the Company, the Nominated Adviser nor the Bookrunner nor
any of their respective affiliates has made any warranties or representations
to it, express or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not hold the
Bookrunner or any of their respective affiliates responsible for any
misstatements in or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement and the Publicly Available
Information is exclusively the responsibility of the Company and that none of
the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor
any of their respective affiliates has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in, or omission from, this Announcement or any Publicly Available
Information, nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given, investigation made or representations, warranties or
statements made by the Bookrunner or the Company or any of their respective
affiliates or any of their respective Representatives or any person acting on
their behalf and neither the Bookrunner nor the Company nor any of their
respective affiliates nor any of their respective Representatives will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement;
9. it, and any prospective beneficial owner for whose account or benefit
it is purchasing the Placing Shares, is and, at the time the Placing Shares
are subscribed for, will be located outside the United States and is acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
10. it has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S of the
Securities Act;
11. it understands that the Placing Shares:
a. have not been and will not be registered or otherwise qualified for
distribution by way of a prospectus under the securities laws of the United
States, Australia, Canada, Japan, the Republic of South Africa, or any state,
province, territory or jurisdiction thereof;
b. may not be offered, sold, taken up, renounced, distributed or
delivered or transferred, directly or indirectly, within, into or from the
above jurisdictions or any jurisdiction (subject to certain exceptions) in
which it would be unlawful to do so and no action has been or will be taken by
any of the Company, the Nominated Adviser, the Bookrunner or any person acting
on behalf of the Company or, the Nominated Adviser or the Bookrunner that
would, or is intended to, permit a public offer of the Placing Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
12. it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, Japan, the Republic of South Africa or any province or territory of
Canada or any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the placing shares;
13. it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities
Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14. it understands that r the Placing Shares have not been, and will not be,
registered under the Securities Act or with any regulatory authority of any
other state or other jurisdiction of the United States and may not be offered,
sold or resold in or into or from the United States or to, or for the account
or benefit of, US Persons (as defined in Regulation S) except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from the registration requirements of the Securities Act and in accordance
with applicable state securities laws;
15. it will not distribute, forward, transfer or otherwise transmit this
Announcement, or any other presentational or other materials concerning the
Placing, directly or indirectly, whether in whole or in part, in, into or from
the United States, Australia, Canada, Japan or the Republic of South Africa
(including electronic copies thereof);
16. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
17. it:
a. has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares;
b. will not look to the Nominated Adviser or the Bookrunner for all or
part of any loss it may suffer as a result of any such subscription or
purchase;
c. is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
d. is able to sustain a complete loss of an investment in the Placing
Shares; and
e. has no need for liquidity with respect to its investment in the
Placing Shares;
18. the issue to it, or the person specified by it, for registration as
holder, of the Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of sections
67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer Placing
Shares into a clearance service;
19. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering 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
Money Laundering Regulations;
20. it is not:
a. an entity or an individual with whom transactions are prohibited
under the US Foreign Corrupt Practices Act of 1977 or is the subject of any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the Treasury;
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 or other
applicable law,
(together with the Money Laundering Regulations, 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 Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which they may request from it in connection with the Placing (for the
purpose of complying with the 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 Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at their sole discretion;
21. in order to ensure compliance with the Regulations, the Bookrunner (for
itself and as agent on behalf of the Company), or the Company's registrars
(the "Registrars") may, in their absolute discretion, require verification of
its identity, location or legal status. Pending the provision to the
Bookrunner or the Registrars, as applicable, of evidence of identity, location
or legal status, definitive certificates in respect of the Placing Shares may
be retained at the Bookrunner's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed in
either of the Bookrunner's or the Registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, location or legal status, the Bookrunner (for itself and as agent on
behalf of the Company), or the Registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on the conditional allocation of Placing Shares
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
22. it irrevocably appoints any duly authorised officer of the Bookrunner as
its agent for the purpose of executing and delivering to the Company and/or
the Registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
acquire upon the terms of this Announcement;
23. its participation in the Placing would not give rise to an offer being
required to be made by it, or any person with whom it is acting in concert,
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable to the
Company and/or the Bookrunner for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or Regulation 7(4) of POATR, as applicable, it
understands the resale and transfer restrictions set out in this Appendix and
that any Placing Shares acquired or received by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in a member state of the EEA to EEA Qualified Investors or in the
United Kingdom to Relevant Persons;
26. if it is in the United Kingdom, it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
27. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA, except to EEA Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in any member state in the EEA within the meaning of Article 2(d)
of the EU Prospectus Regulation;
28. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to UK Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer of relevant securities to the public in the United Kingdom within
the meaning of Regulation 7 of POATR;
29. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom or a member state of the EEA prior to the
expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer of relevant securities to the public in the United Kingdom within
the meaning of Regulation 7 of POATR, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
30. 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 the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by the
Bookrunner in its capacity as an authorised person under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;
31. it has complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions of the FSMA, the Criminal Justice Act
1993 and UK MAR) with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
32. unless otherwise specifically agreed with the Bookrunner in writing, in
the case of a Relevant Person in the United Kingdom who acquires any Placing
Shares pursuant to the Placing, it is a 'Qualified Investor' within the
meaning of paragraph 15 of Schedule 1 of POATR and in the case of a Relevant
Person in a member state of the EEA who acquires any Placing Shares pursuant
to the Placing, that it is a 'Qualified Investor' within the meaning of
Article 2(e) of the EU Prospectus Regulation;
33. if in the United Kingdom, unless otherwise agreed by the Bookrunner, it
is a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of COBS and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
34. neither it nor, as the case may be, its clients expect the Bookrunner to
have any duties or responsibilities to such persons similar or comparable to
the duties of "best execution" and "suitability" imposed by COBS, and that the
Bookrunner is not acting for it or its clients, and that the Bookrunner will
not be responsible for providing the protections afforded to clients of the
Bookrunner or for providing advice in respect of the transactions described in
this Announcement;
35. it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Appendix) and
will honour such obligations and that it has not taken any action or omitted
to take any action which will or may result in the Nominated Adviser, the
Bookrunner, the Company or any of their respective directors, officers,
agents, employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
36. it (and any person acting on its behalf) will make payment in respect of
the Placing Shares allocated to it in accordance with the terms and conditions
of this Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
persons or sold as the Bookrunner may each in its sole discretion determine
and without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale fall short of the product of the Issue
Price and the number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties) which may arise upon such placing or sale of
such Placee's Placing Shares on its behalf;
37. none of the Nominated Adviser, the Bookrunner, nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a
client of either the Nominated Adviser or the Bookrunner in connection with
its participation in the Placing and that neither the Nominated Adviser nor
the Bookrunner have any duty nor responsibility to it for providing the
protections afforded to their clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
38. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. None of the
Nominated Adviser, the Bookrunner nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement or the requirement in
paragraph 18 above ("Indemnified Taxes"); each Placee and any person acting
on behalf of such Placee agrees to indemnify the Company, the Nominated
Adviser and the Bookrunner, on an after-tax basis, in respect of any
Indemnified Taxes;
39. indemnify on an after tax basis and hold the Company, the Nominated
Adviser, the Bookrunner and each of their respective Representatives 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 its
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix or incurred by the Bookrunner, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
40. except as set out in paragraph 41 below, it has neither received nor
relied on any 'inside information' (for the purposes of UK MAR and section 56
of the Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the Placing and is
not purchasing Placing Shares on the basis of material non-public information;
41. if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) in
relation to the Company and its securities in advance of the Placing, it has
received such information within the market soundings regime provided for in
Article 11 of UK MAR and associated delegated regulations and it has not: (i)
dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
42. if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
43. the Company, the Nominated Adviser, the Bookrunner and their respective
Representatives and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, agreements, and
undertakings which are given to the Company, the Nominated Adviser and the
Bookrunner for themselves and on behalf of the Company and are irrevocable and
it irrevocably authorises the Company, the Nominated Adviser and the
Bookrunner to produce this Announcement, pursuant to, in connection with, or
as may be required by, any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company, the Nominated Adviser and the Bookrunner;
44. none of the Company, the Nominated Adviser or the Bookrunner owes any
fiduciary or other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or indemnities in the
Placing Agreement;
45. its commitment to take up Placing Shares on the terms set out in this
Announcement (including this Appendix) will continue notwithstanding any
amendment that may or in the future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Bookrunner's
conduct of the Placing;
46. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Bookrunner or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
47. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing and securities will be fully
distributed by Turner Pope. Turner Pope reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the Company's
objectives, MiFID II requirements and/or its allocation policies;
48. it has the funds available to pay for the Placing Shares for which it
has agreed to subscribe;
49. time is of essence as regards its obligations under this Appendix;
50. it may be asked to disclose in writing or orally to the Bookrunner: (i)
if he or she is an individual, his or her nationality; or (ii) if he or she is
a discretionary fund manager, the jurisdiction in which the funds are managed
or owned;
51. information provided by it to the Company and the Registrar will be
stored on the Company's and/or the Registrars' computer system(s), and
acknowledges and agrees that for the purposes of the General Data Protection
Regulation (EU) 2016/679 and other relevant data protection legislation which
may be applicable ("Data Protection Law"), the Company and the Registrars are
required to specify the purposes for which they will hold personal data; and
that it has obtained the consent of any data subjects to the Registrars and
the Company and their respective associates holding and using their personal
data for the Purposes (as defined below). For the purposes of this
Announcement, "data subject", "personal data" and "sensitive personal data"
shall have the meanings attributed to them in the Data Protection Law. The
Company and the Registrars will only use such information for the purposes set
out below (collectively, the "Purposes"), being to:
a. process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
b. communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
c. provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
d. without limitation, provide such personal data to the Company or the
Nominated Adviser or the Bookrunner for processing, notwithstanding that any
such party may be outside the United Kingdom or the EEA States; and
e. process its personal data for the Company's or Registrars' internal
administration; and
52. these terms and conditions and any agreements entered into by it
pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The Company, the Nominated Adviser, the Bookrunner and their respective
affiliates will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings. The provisions
of this Appendix may be waived, varied or modified as regards specific Placees
or on a general basis by the Bookrunner.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner 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 United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares or by nominating any connected or associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of a
Placee and/or any person acting on behalf of a Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
The provisions of these terms and conditions shall survive after the
completion of the Placing.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees and such
joint Placees' liability is joint and several.
All times and dates in this Announcement are references to London (UK) time
and may be subject to amendment. The Bookrunner shall notify the Placees and
any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Bookrunner or their respective Representatives pursuant to
this Announcement where the payment (or any part thereof) is chargeable to any
tax, a basis such that the amount so payable shall be increased so as to
ensure that after taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the loss,
damage, cost, charge, expense or liability against which the indemnity is
given on such amount (including on the increased amount)) there shall remain a
sum equal to the amount that would otherwise have been so payable.
The price of Ordinary 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 Ordinary Shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Bookrunner.
Each Placee may be asked to disclose, in writing or orally to the Bookrunner:
(a) if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
APPENDIX 2
DEFINITIONS
"Accelerated Bookbuild" has the meaning given to it in this Announcement
"Admission" Admission of the Placing Shares and the Subscription Shares to trading on AIM
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM rules for Companies published by London Stock Exchange as amended from
time to time
"Board" the board of directors of the Company from time to time
"Bookrunner" Turner Pope, in its capacity as broker to the Company
"Broker Warrants" the unlisted warrants to be issued to Turner Pope to subscribe for new
Ordinary Shares, equivalent to 6 per cent of the aggregate number of new
Ordinary Shares to be issued in connection with the Fundraise
"Broker Warrant Instrument" the warrant instrument under which the Broker Warrants will be issued
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"Cavendish" Cavendish Capital Markets Limited, registered in England and Wales with
company number 06198898 and having its registered office at 1 Bartholomew
Close, London EC1A 7BL
"COBS" the FCA's Conduct of Business Sourcebook
"Company" or "Ironveld" Ironveld plc (registered number 04095614) and, where the context so admits,
Ironveld plc and its subsidiary undertakings
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" the directors of the Company
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EU Target Market Assessment" has the meaning given to it in this Announcement
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA" the Financial Conduct Authority of the UK
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraise" the Placing and the Subscription
"Fundraise Shares" the Placing Shares and the Subscription Shares
"Issue Price" 0.0225 pence per Fundraise Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 April 2026
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended)
"MiFID II Product Governance Requirements" has the meaning given to it in this Announcement
"Nominated Adviser" Cavendish, in its capacity as nominated adviser to the Company
"Ordinary Shares" ordinary shares of 0.01 pence each in the capital of the Company
"Placee" a person who chooses to participate in the Placing by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
"Placing" the Placing at the Issue Price by way of the Accelerated Bookbuild pursuant to
the terms of the Placing Agreement
"Placing Agreement" the conditional agreement dated 31 March 2026 and made between Turner Pope and
the Company in relation to the Fundraise
"Placing Shares" new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Placing
"Placing Results Agreement" has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Prospectus Regime" means POATR and the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook, (as amended)
"POATR" The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"RIS" a regulatory information service as defined in the FCA Handbook
"Securities Act" has the meaning given to it in this Announcement
"Shareholders" holders of Ordinary Shares
"Subscriber" has the meaning given to it in this Announcement
"Subscription" the proposed conditional subscription for the Subscription Shares at the Issue
Price by the Subscriber under the terms of the Subscription Letter
"Subscription Letter" the letter to be entered into between the Company and the Subscriber in
connection with the Subscription
"Subscription Shares" new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Subscription
"Takeover Code" The City Code on Takeovers and Mergers (as amended)
"Target Market Assessment" has the meaning given to it in this Announcement
"Turner Pope" Turner Pope Investments (TPI) Ltd, registered in England and Wales with
company number 09506196 and having its registered office at Ground Floor,
Kings House, 101-135 Kings Road, Brentwood, Essex CM14 4DR
"UK MAR" or "Market Abuse Regulation" Market Abuse Regulation (Regulation 596/2014), as it forms part of the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended from time to time)
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