REG - Jadestone Energy PLC - Proposed Financing
06/06/2023 17:00
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RNS Number : 8551B Jadestone Energy PLC 06 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Proposed Financing
6 June 2023 - Singapore: Jadestone Energy plc (the "Company" and together with
its subsidiaries, "Jadestone" or the "Group"), an independent oil and gas
production company focused on the Asia-Pacific region, announces its intention
to conduct a minimum US$85 million financing (the "Proposed Financing").
The Proposed Financing consists of a US$50 million equity fundraise (the
"Equity Fundraise"), underwritten by a US$50 million equity underwrite
facility (the "Equity Underwrite Facility"), and a US$35 million standby
working capital facility (the "Standby Working Capital Facility"), each
provided by the Company's largest shareholder, Tyrus Capital S.A.M. and funds
managed by it ("Tyrus").
The Equity Fundraise will be structured as set out below:
· a placing (the "Placing") of new ordinary shares (the "Placing
Shares") to existing and new institutional shareholders (including entities
affiliated to certain directors);
· a subscription (the "Subscription") of new ordinary shares (the
"Subscription Shares") by certain directors (and affiliated entities) and
certain other parties; and
· an incremental open offer (the "Open Offer") of up to €8 million
(c. US$8.6 million at today's exchange rate), offering existing shareholders
who have not participated in the Placing an ability to acquire shares at the
Offer Price;
The Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild") which will be launched immediately following this Announcement
and will be made available to eligible institutional investors on the terms
and conditions of the Placing set out in Appendix 1 to this Announcement (the
"Placing Terms and Conditions"). The Bookbuild is expected to close at or
around 6.00 p.m. on 6 June 2023. However, the Company and Stifel Nicolaus
Europe Limited ("Stifel"), acting as sole bookrunner to the Company in
connection with the Placing, reserve the right to close the Bookbuild earlier
or later, without further notice. Pricing for the Placing and Equity Fundraise
(the "Offer Price") will be decided by the Company and Stifel as part of the
Bookbuild process.
Tyrus, the Company's largest shareholder with a shareholding of 26.45% as at
30 April 2023, is underwriting the proceeds of the Proposed Financing through
the provision of debt facilities, as well as taking up its pro rata 26.45%
interest in the Placing, equating to approximately US$13.2 million.
The Company is poised to deliver significant near-term production growth from
existing assets and new developments, as well as additional M&A upside:
· Montara: routine operations now restored following restart of the gas
system in late April 2023, with current production(1) of approximately 7,000
bbls/d, supporting the April 2023 to December 2023 average guidance of c.6,000
bbls/d;
· Akatara: development c.35% complete and on track for commissioning in
H1 2024, prior to first gas. Akatara is estimated to be a 40% IRR project, a
major contributor to the over 50% production growth in 2024 compared to
implied 2023 mid-point guidance;
· PenMal: infill drilling campaign during H2 2023 targeting 2 mmstb of
gross incremental reserves, with pre-drill IRR estimates of c.90%;
· Further infill drilling: further wells on Stag (2024), Malaysia
(2025) and Montara (2026) in the planning phase;
· Development: PNLP(2), an asset redevelopment opportunity in Malaysia,
and the Vietnam gas development, provide further production growth potential
from 2025 onwards;
· M&A opportunities: the Company is currently in advanced
negotiations on a further M&A opportunity with current attributable net
production of approximately 2,400 bbls/d in its core region of focus and is
seeing an uptick in opportunities coming to market. Whilst discussions are
advanced there can be no certainty that the acquisition will be entered into
or, if entered into, will complete, as completion will be subject to usual
third party consents and approvals. The Company does not anticipate this
potential acquisition requiring further equity financing;
· Based on current expectations, the Company aims to deliver a
diversified production portfolio of over 20 kboe/d from seven assets across
different geographies by mid-2024.
The Proposed Financing seeks to provide Jadestone with balance sheet
resilience and financial flexibility, protecting it in a reasonable downside
scenario as it progresses a number of catalysts to deliver significant
near-term production growth from existing assets and new developments, as well
as additional M&A upside.
Paul Blakeley, President and CEO commented:
"With Montara back to routine operations, development at Akatara progressing
to plan, three accretive acquisitions completed, and a new RBL facility backed
by four international banks, we have reached an inflection point for the
business. However, given the anticipated evolution of the RBL borrowing base
prior to first gas at Akatara, and the necessity of providing all stakeholders
with confidence that we are funded for the next phase of growth, we believe it
is prudent to secure additional financial protection, resulting in the
proposed transaction announced today. Following the eight-month shut-in at
Montara which eroded our balance sheet, this financing is expected to underpin
our future liquidity needs and provide additional flexibility to the business.
"I understand that the need for additional funding at this point in time will
come as a surprise to many of our shareholders, however it was a decision not
taken lightly. We understand how frustrating this must be and we are committed
to improving Jadestone's governance and communications in the future.
"I am particularly grateful to Tyrus for its key role in the proposed
financing, and to all our shareholders who have committed to participate in
the equity placing. It is now time to look forward with renewed confidence to
the growth and diversification of our production base to over 20 kboe/d in
2024, in turn delivering significant cash flow growth and restoring balance
sheet strength. In parallel, we continue to pursue a number of acquisition
opportunities, particularly focused on those which fit well within the RBL
structure, and we remain encouraged by the active M&A market in the
region."
Background to the Proposed Financing
· Jadestone has a balanced portfolio of production and development
assets in Australia, Malaysia, Indonesia, Thailand and Vietnam delivering
current production(1) of approximately 17,800 boe/d and with 2P Reserves and
2C Resources as at 31 December 2022 of 64.8 mmboe and 104.3 mmboe,
respectively;
· As at 30 June 2022, the Company had US$161.6 million in cash
resources with no debt, had average H1 2022 production of 15,008 boe/d, and
was operating in a US$102.53/bbl average Brent price environment. Given this
positive backdrop, the Company has since:
o announced and completed three attractive acquisitions, being a 16.67%
interest in the CWLH fields offshore Australia (previously named 'North West
Shelf'), the 10% interest in the Lemang PSC it did not already own and a 9.52%
interest in the Sinphuhorm gas field onshore Thailand;
o committed to 2023 and 2024 capital spending including FID on the c.40% IRR
Akatara gas development, as well as drilling at Stag (30% IRR) and the
operated Peninsular Malaysia ("PenMal") assets (90% IRR); and
o repurchased US$17.9 million of shares through a share buyback programme;
· Defects in an oil cargo tank and water ballast tank in the Montara
Venture FPSO identified in June and August 2022 respectively resulted in a
shutdown between August 2022 and March 2023 as the Company undertook
remediation work on the asset;
· As a result of the Montara shutdown, and with elevated capital spend
in the period, at 31 May 2023 the Company had net debt of US$8.8 million
(US$41.2 million cash, US$50.0 million Interim Facility debt);
· On 22 May 2023, Jadestone announced it had secured a US$200 million
reserve-based lending ("RBL") facility, with an uncommitted accordion of
US$160 million;
o as is typical with RBL facilities, the borrowing base is subject to
semi-annual redeterminations to establish available debt capacity;
o the borrowing base will be constrained below US$200 million prior to
Akatara passing an RBL completion test (expected H2 2024), at which point it
is expected to significantly increase its contribution to the borrowing base
as it changes from a development asset to a producing asset;
· Jadestone expects to initially drawdown around US$135 million of the
RBL funds, however, the borrowing base implied by the current banking model is
expected to reduce to c.US$88 million in Q2 2024, prior to Akatara being
included in the borrowing base as a producing asset, and immediately post the
peak of the Company's investment programme;
· The borrowing base is predicated on various forward-looking
parameters including production, oil prices, hedging positions, and phasing of
operating and capital expenditure. The Company expects to enhance the Q2 2024
borrowing base through various mechanisms, including utilising a capex
add-back mechanism(3) (subject to agreement by the RBL banks). Additional
hedging and acquisitions are expected to bring additional borrowing base
availability/capacity. Under the terms of the RBL facility, the Company is
required to hedge 50% of forecast oil production over the Q4 2023 to Q3 2025
period. To date, 3,494,000 barrels of oil, representing 64% of required hedge
volumes, have been hedged at a weighted average price of US$70.66/bbl. The
hedging programme is expected to complete by the end of June 2023;
· Whilst the Company expects to be in a position to manage the
liquidity of the business in the ordinary course, the Proposed Financing seeks
to provide balance sheet resilience and protect the Company in a reasonable
downside scenario;
· Jadestone is now at an inflection point for its growth and cash
flows, with 50% year-on-year production growth expected in 2024 with diverse
production of over 20 kboe/d from seven assets in different geographies once
the Akatara project is onstream;
· Following the current period of higher capital spending, the Company
expects to be significantly cash generative, with 2025 net cash expected to be
in the region of between US$75-150 million at an oil price in the US$65-85/bbl
range;
· Jadestone has a focused growth strategy and is well positioned to
build a leading Asia-Pacific independent E&P.
Overview of the Proposed Financing
· The Company intends to secure a minimum of US$85 million through a
combination of the Equity Fundraise, the Equity Underwrite Facility and the
Standby Working Capital Facility, underpinned by the support of the Company's
largest shareholder, Tyrus;
· Proposed Financing to be structured as:
o a US$50 million placing to existing and new institutional investors via an
accelerated bookbuild process and subscription, including subscriptions by
certain directors;
§ Tyrus to take-up its pro rata 26.45% interest in the Placing, equating to
approximately US$13.2 million, which along with the other proceeds of the
Placing, Subscription and Open Offer will be deducted from the available
amount under the Equity Underwrite Facility;
§ the Company has consulted extensively with its major institutional
shareholders prior to launching the transaction and intends to respect the
principles of pre-emption in the allocation process of the Placing;
o an incremental up to €8 million (c. US$8.6 million) open offer,
primarily to allow non-institutional shareholders to participate in the Equity
Fundraise at the Offer Price;
· The Company has signed binding documentation with Tyrus to provide
the US$50 million Equity Underwrite Facility and the US$35 million Standby
Working Capital Facility. The key terms of these facilities are:
o maturity of 31 December 2024;
o 13.5% and 15% annual interest on drawn amounts under the Equity Underwrite
Facility and Standby Working Capital Facility, respectively;
o 5% annual interest on undrawn amounts;
o arrangement fee of US$2.15 million under the Equity Underwrite Facility
and 4.3% of the initial facility size (subject to a minimum fee of US$1
million) on the Standby Working Capital Facility;
o The facilities can be terminated or refinanced without penalty;
· The size of the Equity Underwrite Facility will reduce pro-rata by
the total amount raised pursuant to the Equity Fundraise (including Tyrus'
equity participation). Should the Equity Fundraise raise at least US$50
million, the amount available under the Equity Underwrite Facility will be
extinguished;
· The size of the Standby Working Capital Facility will be reduced
pro-rata with the size of the Equity Fundraise (including the Open Offer), to
the extent that this is above US$50 million. The Company does not expect to
draw on the Standby Working Capital Facility;
· As part of the US$50 million Equity Underwrite Facility and the US$35
million Standby Working Capital Facility, the Company has agreed that whilst
the facility agreements remain in place it will seek the consent of Tyrus to
any future M&A activity;
· In consideration of the support provided to the Company under the
facilities, Tyrus will be granted 36 month Warrants representing 30 million
ordinary shares, or 6.7% of the current issued share capital, at an exercise
price of 50 pence per share. The exercise price under the Warrants is
subject to adjustment on certain customary corporate events including share
capital sub-divisions and consolidations, capitalisation issues and issues of
shares and options (excluding employee options) at a greater than 10% discount
to the prevailing market price.
Overview of the Equity Fundraise
· Pursuant to the Placing and the Subscription, the Company intends to
raise proceeds of US$50 million, at the Offer Price. The Placing will be
effected by way of a placing of new Ordinary Shares in the Company for
non-cash consideration.
· The Placing is being conducted through the Bookbuild, which will be
launched immediately following this Announcement and will be made available to
eligible institutional investors on the Terms and Conditions set out in
Appendix 1 to this Announcement. The Bookbuild is expected to close at or
around 6.00 p.m. on 6 June 2023. However, Stifel and the Company reserve the
right to close the Bookbuild earlier or later, without further notice.
· Pricing for the Placing and Equity Fundraise (the "Offer Price") will
be decided by the Company and Stifel as part of the Bookbuild process.
· The Company's largest shareholder, Tyrus, has indicated its intention
to participate in the Placing at its pro rata level, through an investment of
approximately US$13.2 million.
· The final number of Placing Shares that will be allocated to Tyrus
will be confirmed following the close of the Bookbuild.
· The directors have also indicated their intention to participate in
the Equity Fundraise for up to US$552,640 of new Ordinary Shares at the Offer
Price.
Director Approximate Number of Ordinary Shares held at the date of this Announcement Percentage of current issued ordinary share capital held at the date of this
Announcement
Director commitment
US$ # %
Paul Blakeley 188,000 4,557,111 1.02%
Bert-Jaap Dijkstra 40,000 Nil Nil
Dennis McShane 100,000 553,651 0.12%
Robert Lambert 62,200 153,919 0.03%
Jenifer Thien 50,000 Nil Nil
Lisa Stewart 100,000 Nil Nil
Iain McLaren 12,440 169,564 0.04%
Cedric Fontenit* 185,000 200,000 0.04%
David Neuhauser** 250,000 31,593,094 7.07%
* Cedric Fontenit's pension vehicle will participate in the Placing.
** David Neuhauser will subscribe for shares via Livermore Partners.
· The Company acknowledges that pursuant to the Placing and the
Subscription it is seeking to issue new ordinary shares on a non-pre-emptive
basis. The Company has consulted extensively with its major institutional
shareholders prior to launching the Equity Fundraise and intends to respect
the principles of pre-emption in the allocation process of the Placing.
· The Board has also considered the effect of the Placing and
Subscription on its retail shareholders and has therefore determined to
undertake the Open Offer to provide existing shareholders who have not
participated in the Placing with the opportunity to take part in the Equity
Fundraise at the Offer Price. Through the Open Offer, the Company is further
seeking to raise up to an additional €8 million (c. US$8.6 million at
today's exchange rate), subject to successful completion of the Placing and
Subscription.
· Details of the Open Offer will be announced following the completion
of the Placing and Subscription. The Company expects to send, on or about 9
June 2023, a shareholder circular containing details of the Open Offer,
together with an Open Offer application form (where applicable).
Annual Results and Shareholder Returns
The Company intends to publish its full year audited results for the year
ended 31 December 2022 on 7 June 2023.
In line with the Company's dividend policy, the results will not support the
payment of a final dividend in respect of this period. The Company intends to
focus on strengthening Jadestone's balance sheet before reinstituting
shareholder returns once the Akatara development is on stream in 2024, or
earlier if the financial position of the Company permits.
Corporate Governance
The Board intends to combine recent shareholder feedback with the findings of
the independent board evaluation in late-2022 into actions intended to
strengthen the Company's corporate governance. Further announcements will be
made in due course.
In addition, Tyrus has provided notice to the Company in accordance with its
rights under the relationship agreement entered into in November 2018 that it
intends to nominate one non-executive director for appointment to the Board.
The appointment will be subject to usual regulatory requirements and the
Company will make a further announcement in respect of such proposed
appointment in due course.
For further information, please contact:
Jadestone Energy plc
Paul Blakeley, President and CEO +65 6324 0359 (Singapore)
Bert-Jaap Dijkstra, CFO
Phil Corbett, Investor Relations Manager +44 7713 687467 (UK)
ir@jadestone-energy.com (mailto:ir@jadestone-energy.com)
Stifel Nicolaus Europe Limited (Nomad, Bookrunner, Joint Broker) +44 (0) 20 7710 7600 (UK)
Callum Stewart
Jason Grossman
Simon Mensley
Ashton Clanfield
Jefferies International Limited (Joint Broker) +44 (0) 20 7029 8000 (UK)
Tony White
Will Soutar
Camarco (Public Relations Advisor) +44 (0) 203 757 4980 (UK)
Billy Clegg jse@camarco.co.uk (mailto:jse@camarco.co.uk)
Georgia Edmonds
Elfie Kent
Footnotes
1. Average of 25-31 May 2023 (inclusive)
2. A standard feature of reserves-based lending that provides for
capital expenditure to be added back to the RBL borrowing base for the
following two quarters at a redetermination, subject to the intended use of
the capital expenditure and lender approvals amongst other factors.
3. Penara, North Lukut and Puteri fields on the PM318 and AAKBNLP
PSCs. Jadestone assumed operatorship with a 100% interest in April 2023
following withdrawal of the previous operator. The Company is currently
investigating a redevelopment opportunity for the PNLP fields.
About Jadestone Energy
Jadestone is an independent oil and gas company focused on the Asia-Pacific
region. It has a balanced, low risk, full cycle portfolio of development,
production and exploration assets in Australia, Malaysia, Indonesia, Thailand
and Vietnam.
The Group has a 100% operated working interest in the Stag oilfield and in the
Montara project, both offshore Australia. Both the Stag and Montara assets
include oil producing fields, with further development and exploration
potential. The Group also has a 16.67% non-operated interest in the North West
Shelf Oil Project offshore Western Australia, comprising four oil fields
containing significant upside potential through potential infill drilling and
life extension activities.
The Group is the operator of four licences offshore Peninsular Malaysia; two
of which are currently producing - the PM323 PSC which produces oil and the
PM329 PSC which produces oil and gas. The Group has a non-operated 9.52%
interest in the Sinphuhorm producing gas field onshore Thailand.
Further, the Group has a 100% operated working interest in two gas development
blocks in Southwest Vietnam, and an operated 100% interest in the Lemang PSC,
onshore Sumatra, Indonesia, which includes the Akatara gas field development,
where first production is expected in the first half of 2024.
Led by an experienced management team with a track record of delivery, who
were core to the successful growth of Talisman's business in Asia, Jadestone
is pursuing an acquisition strategy focused on growth and creating value
through identifying, acquiring, developing and operating assets in the
Asia-Pacific region.
The Company (LEI: 21380076GWJ8XDYKVQ37) is admitted to trading on the AIM
market of the London Stock Exchange (AIM: JSE). The Company is headquartered
in Singapore. For further information on the Company please visit
www.jadestone-energy.com.
The information contained within this Announcement is considered to be inside
information prior to its release, as defined in Article 7 of the Market Abuse
Regulation No. 596/2014 as it forms part of domestic UK law by virtue of the
European Union (Withdrawal) Act 2018. The person responsible for making this
Announcement is Paul Blakeley, CEO.
Bookbuild
The Placing will be conducted by Stifel on behalf of the Company in accordance
with the Placing Terms and Conditions set out in Appendix 1 to this
Announcement. The Bookbuild will open with immediate effect following this
Announcement. The number of Placing Shares will be determined by Stifel and
the Company, and will be confirmed orally or by email following the close of
the Bookbuild. The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares.
It is expected that the Bookbuild will close at or around 6.00 p.m. on 6 June
2023. However, the timing of the closing of the Bookbuild and allocations are
at the absolute discretion of Stifel and the Company. Details of the results
of the Placing and Subscription will be announced as soon as practicable after
the close of the Bookbuild. The Placing will be underwritten by Stifel
following close of the Bookbuild.
This Announcement should be read in its entirety. Investors' attention is
drawn to the detailed Placing Terms and Conditions of the Placing. By choosing
to participate in the Placing and by making an oral and legally binding offer
to acquire Placing Shares, investors will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions of the Placing
contained in this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Placing Terms and Conditions.
Participation by Substantial Shareholders, Directors and Related Party
Transactions
The Company's largest shareholder, Tyrus has indicated its intention to
participate in the Proposed Financing, through an equity investment of
approximately US$13.2 million in the Placing. The final number of Ordinary
Shares that are allocated to Tyrus in the Placing will be confirmed following
the close of the Bookbuild. Tyrus has underwritten an amount equivalent to the
intended proceeds of the Equity Fundraise through the US$50 million Equity
Underwrite Facility.
Tyrus has further committed to provide the US$35 million Standby Working
Capital Facility to provide contingency downside protection to the Company.
By virtue of Tyrus holding more than 10% of the existing Ordinary Shares of
the Company, Tyrus' participation in the Placing, its provision of the Standby
Working Capital Facility and the Equity Underwrite Facility and the grant to
it of the Warrants will each be considered related party transactions under
Rule 13 of the AIM Rules for Companies ("AIM Rules") (the "Tyrus Related Party
Transactions").
All of the Directors have indicated their intention to participate in the
Proposed Financing, through either through the Placing or the Subscription,
for approximately US$1 million in aggregate. The participation of such
Directors in the Equity Fundraise will also each be considered a related party
transaction under Rule 13 of the AIM Rules (the "Director Related Party
Transactions").
Open Offer
The Company is further proposing to raise up to €8 million (c. US$8.6
million at today's exchange rate) by the issue of Open Offer Shares at the
Offer Price, payable in full on acceptance. Any entitlements to Open Offer
Shares not subscribed for by qualifying shareholders will be available to
qualifying shareholders under an excess application facility (the "Excess
Application Facility"). The balance of any Open Offer Shares not subscribed
for under the Excess Application Facility will not be available to the Placees
under the Placing.
The Open Offer is aimed at those qualifying shareholders who were not given
the opportunity to participate in the Placing or Subscription. Shareholders
which are allocated Placing Shares in the Placing will agree pursuant to the
Placing Terms and Conditions that they will not apply for any Open Offer
Shares in the Open Offer in respect of any existing shareholdings and the
Placing Shares and Subscription Shares will not qualify for the Open Offer as
the record date for the Open Offer will be prior to the issue of the Placing
Shares and Subscription Shares.
A further announcement regarding the terms of the Open Offer will be made in
the coming days.
Conditionality of the Placing, Lock-up and Admission
The Placing is conditional on the placing agreement entered into between the
Company and Stifel on today's date (the "Placing Agreement") becoming
unconditional in all respects (save for Admission) and not having been
terminated in accordance with its terms prior to Admission.
The Placing Agreement contains certain customary undertakings, and warranties
and indemnities given by the Company for the benefit of Stifel and indemnities
given by the Company for the benefit of Stifel. Stifel has absolute discretion
as to whether or not to bring an action against the Company for breach of
these undertakings, warranties and indemnities. The Company has undertaken to
Stifel that, between the date of the Placing Agreement and the date which is
180 calendar days after the date of Admission, it will not, and will procure
that no other Group company will, without the prior written consent of Stifel,
enter into certain transactions involving or relating to the Ordinary Shares,
subject to certain customary carve-outs agreed between Stifel and the Company.
Applications will be made to London Stock Exchange plc ("London Stock
Exchange") for the Placing Shares, Subscription Shares and Open Offer Shares
to be admitted to trading on the AIM market of the London Stock Exchange
("AIM"). It is currently expected that admission of the Placing Shares and
Subscription Shares ("Admission") will become effective, and that dealings in
the Placing Shares and Subscription Shares will commence on AIM, at 8.00 am on
9 June 2023.
In connection with the Open Offer, it is currently expected that Open Offer
admission will become effective, and that dealings in the Open Offer Shares
will commence on AIM, at 8.00 am on or around 3 July 2023.
The times and dates set out above are subject to change, and may be adjusted
by the Company in consultation with Stifel. In the event of any significant
changes from the below expected timetable, details of the new times and dates
will be notified to Shareholders by an announcement on a Regulatory
Information Service.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan, New Zealand or the Republic of South Africa or any other jurisdiction
in which the same would be unlawful. No public offering of the Placing Shares
is being made in any such jurisdiction.
No action has been taken by the Company, Stifel or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Stifel to
inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the US Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the US
Securities Act) ("QIBs") and who have executed and delivered to the Company
and Stifel an Investor Representation Letter substantially in the form
provided to it, in each case, pursuant to an exemption from, or in a
transaction not subject to, registration under the US Securities Act. No
public offering of the Placing Shares will be made in the United States or
elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("EU Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant
Persons").This Announcement must not be acted on or relied on by persons who
are not Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction in which such
activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, Stifel, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.
Stifel is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). Stifel is acting exclusively for the Company
and no one else in connection with the Placing, the contents of this
Announcement or any other matters described in this Announcement. Stifel will
not regard any other person as its client in relation to the Placing, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing, the
content of this Announcement or any other matters referred to in this
Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Stifel or by any of its affiliates or any person acting on its or
their behalf 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. 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. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or 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 the Financial Services and Markets Act, 2000, as amended does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
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.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the 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 Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Stifel will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 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.
Use of a Standard
The technical information contained in this announcement has been prepared in
accordance with the June 2018 guidelines endorsed by the Society of Petroleum
Engineers, World Petroleum Congress, American Association of Petroleum
Geologists and Society of Petroleum Evaluation Engineers Petroleum Resource
Management System.
Competent Person Review
A. Shahbaz Sikandar of Jadestone Energy plc, Group Subsurface Manager with a
Masters degree in Petroleum Engineering, and who is a member of the Society of
Petroleum Engineers and has worked in the energy industry for more than 25
years, has read and approved the technical disclosure in this regulatory
announcement.
Glossary
2C Resources denotes the best estimate scenario of resources that are potentially
recoverable from known accumulations, but which are not currently considered
to be commercially viable
2P Reserves the sum of proved and probable reserves. Denotes the best estimate scenario
of reserves
bbl barrel
bbls/d barrels per day
boe/d barrels of oil equivalent per day
IRR internal rate of return
kboe/d thousand barrels of oil equivalent per day
mmboe million barrels of oil equivalent
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THESE TERMS AND CONDITIONS
(TOGETHER THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE PROSPECTUS REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL OF 14 JUNE 2017 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED
INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION (EU)
2017/1129 WHICH FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED
INVESTORS") WHO ARE ALSO PERSONS WHO: (i) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"); AND/OR (ii) ARE HIGH NET WORTH ENTITIES, UNINCORPORATED
ASSOCIATIONS AND OTHER BODIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER; AND/OR (iii) ARE OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
DISTRIBUTED WITHOUT AN OBLIGATION TO ISSUE A PROSPECTUS OR OTHER OFFERING
DOCUMENT APPROVED BY A REGULATORY BODY(ALL SUCH PERSONS TOGETHER BEING
"RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH SUCH PERSONS. PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT
RELY ON OR ACT UPON THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE
RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS
HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT
CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA
RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN
RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL
THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC
OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM OR EEA. PERSONS (INCLUDING, WITHOUT
LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL
OBLIGATIONS TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE
ADVICE BEFORE TAKING ANY ACTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH
THE US SECURITIES AND EXCHANGE COMMISSION UNDER THE US SECURITIES ACT OF 1933,
AS AMENDED (THE "US SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON EXCEPT: (1) TO QIBS (AS
DEFINED BELOW) THAT ARE ALSO A "MAJOR US INSTITUTIONAL INVESTOR" AS DEFINED IN
RULE 15A-6 UNDER THE US EXCHANGE ACT, PURSUANT TO SECTION 4(A)(2) OF THE US
SECURITIES ACT; (2) OUTSIDE THE UNITED STATES IN "OFFSHORE" TRANSACTIONS
WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S; OR (3) OTHERWISE IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT, AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE US
SECURITIES ACT MADE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY US PERSON. THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
IN THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED ON OR ENDORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THESE
TERMS AND CONDITIONS.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
Introduction
Each person who is invited to and chooses to acquire Placing Shares in the
Placing (each a "Placee") and which confirms its agreement to Stifel (whether
orally or in writing (which may include email) to acquire Placing Shares under
the Placing, hereby agrees with Stifel and the Company that it will be bound
by these terms and conditions and will be deemed to have accepted them.
The Company or Stifel may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing or representation
letter.
Terms and conditions of, and the mechanics of participation in, the Placing
Following this Announcement, Stifel will today commence a bookbuild to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). The book will open with immediate effect. The Bookbuild is
expected to close at or around 6.00 p.m. on 6 June 2023, but may be closed
earlier or later at the discretion of the Company and Stifel. Stifel may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed.
This Appendix 1 gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. By participating in the Placing,
each Placee will be deemed to have read and understood this Announcement in
its entirety, including these terms and conditions, to be participating,
making an offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this Appendix 1.
Details of the Placing Agreement and the Placing Shares
Stifel is acting as sole bookrunner in connection with the Placing.
Stifel has entered into the Placing Agreement with the Company pursuant to
which, on the terms and subject to the conditions set out in the Placing
Agreement, Stifel as agent for and on behalf of the Company, will agree to use
its reasonable endeavours to procure Placees for the Placing Shares at a price
to be determined following completion of the Bookbuild and as set out in the
Placing Agreement. The price per Ordinary Share at which the Placing Shares
are to be placed (the "Offer Price") and the final number of Placing Shares
will be determined by the Company and Stifel at the close of the Bookbuild and
will be set out in executed terms of placing (the "Terms of Placing"). The
timing of the closing of the book, pricing and allocations are at the
discretion of the Company and Stifel. Details of the Offer Price and the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild on a Regulatory Information Service (the "Placing
Results Announcement").Subject to the execution of the Terms of Placing,
Stifel has agreed with the Company, in the event of any default by any Placee
in paying the Offer Price in respect of any Placing Shares allotted to it, to
take up such Placing Shares itself at the Offer Price.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares in the Company,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares will be issued free of any encumbrances,
liens or other security interests.
The Placing Agreement contains certain customary undertakings, warranties and
indemnities given by the Company for the benefit of Stifel. Stifel has
absolute discretion as to whether or not to bring an action against the
Company for breach of these undertakings, warranties and indemnities.
Stifel will have the right to terminate the Placing Agreement in certain
customary circumstances, details of which are set out below.
The Placing will be effected by way of a placing of new Ordinary Shares in the
Company for non-cash consideration.
Application for Admission
Application will be made to the London Stock Exchange for Admission.
It is expected that Admission will take place at 8.00 a.m. on 9 June 2023 and
that dealings in the Placing Shares on AIM will commence at the same time.
Participation in and Principal terms of the Placing
Stifel is acting as nominated adviser and broker to the Placing, as agent for
and on behalf of the Company. Stifel is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Appendix 1 and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Stifel or for providing advice in relation to the
matters described in this Appendix 1.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by Stifel to participate. Stifel and any of its
affiliates are entitled to participate in the Placing as principal.
Persons (including individuals, funds or otherwise) who have chosen to
participate in the Placing, by making an oral or written offer (including by
email) to acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, including these terms and conditions set
out in this Appendix 1, and are deemed to be making such offer on these terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings contained in this Appendix 1.
The exact number of Placing Shares to be allocated to each Placee shall be
determined by Stifel in consultation with the Company. Stifel may choose to
accept bids in the Placing, either in whole or in part, on the basis of
allocations determined in consultation with the Company and reserve the right
to scale back the number of Placing Shares to be acquired by any Placee in the
event of the Placing being over-subscribed; or not to accept offers for
Placing Shares or to accept such offers in part rather than in full.
Each Placee's allocation of Placing Shares will be communicated orally or in
writing (which may include email) by Stifel to the relevant Placee. That
confirmation will give rise to an irrevocable, legally binding commitment by
such Placee in favour of Stifel and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the Offer Price and
otherwise on the terms and subject to the conditions set out in this Appendix
1 and in accordance with the Company's Articles of Association. Except with
Stifel's consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such oral
confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a trade confirm
issued to such Placee by Stifel. The trade confirm will set out the number of
Placing Shares allocated, the Offer Price and the aggregate amount owed by
such Placee to Stifel. The terms of this Appendix 1 will be deemed
incorporated in that trade confirm.
An offer to acquire Placing Shares which has been communicated by a
prospective Placee to Stifel which has not been withdrawn or revoked prior to
publication of this Announcement shall not be capable of withdrawal or
revocation immediately following the publication of this Announcement without
the consent of Stifel.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Stifel, to acquire the number of Placing Shares allocated
to it and pay in cleared funds an amount equal to the product of the Offer
Price and the number of Placing Shares such Placee has agreed to acquire and
the Company has agreed to allot and issue to that Placee on the terms set out
in this Appendix 1.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below under "Registration and Settlement".
All obligations of Stifel under the Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing".
By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and/or set out in the Placing Agreement and will not be
capable of rescission or termination by the Placee.
It is a condition of the Placing that Placees that are allocated Placing
Shares in the Placing agree and by participating in the Placing will be deemed
to agree that they will not apply for any Open Offer Shares in the Open Offer.
To the fullest extent permissible by law and applicable FCA rules, none of (a)
Stifel, (b) any of Stifel's affiliates, agents, directors, officers, employees
or consultants, (c) to the extent not contained within (a) or (b), any person
connected with Stifel as defined in the Financial Services and Markets Act
2000, as amended (the "FSMA") ((b) and (c) being together "affiliates" and
individually an "affiliate" of Stifel) or (d) any person acting on Stifel's
behalf shall have any liability (including to the extent permissible by law,
any fiduciary duties) to any Placee or to any other person whether acting on
behalf of a Placee or otherwise. In particular, neither Stifel nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as Stifel and the Company may
agree.
Registration and Settlement
Each Placee which has been allocated Placing Shares in the Placing will be
notified by Stifel of the number of Placing Shares allocated to it, the Offer
Price, and the aggregate amount owed by them to Stifel.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Stifel in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Stifel.
Settlement of transactions in the Placing Shares (ISIN: GB00BLR71299) will
take place within the CREST system, subject to certain exceptions. Settlement
through CREST will be with respect to the Placing Shares on a T+2 basis unless
otherwise notified by Stifel and is expected to occur at 8.00 a.m. on 9 June
2023.
Settlement will be on a delivery versus payment basis.
In the event of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the Company
and Stifel may agree that the Placing Shares should be issued or delivered in
certificated form.
Stifel reserves the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a
Placee's jurisdiction.
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
prevailing Sterling Overnight Index Average (SONIA) as determined by Stifel.
Each Placee is deemed to agree that if it does not comply with these
obligations, Stifel may sell any or all of their Placing Shares on their
behalf and retain from the proceeds, for Stifel's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
their Placing Shares on their behalf. By communicating a bid for Placing
Shares, each Placee confers on Stifel all such authorities and powers
necessary to carry out any such transaction and agrees to ratify and confirm
all actions which Stifel lawfully takes on such Placee's behalf. Each Placee
agrees that Stifel's rights and benefits under this paragraph may be assigned
in Stifel's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the trade confirm is copied and
delivered immediately to the relevant person within that organization. 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.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Stifel under the Placing Agreement will be, and the Placing
is, conditional upon, inter alia:
1. the Terms of Placing setting out the number of Placing Shares
and the Offer Price having been executed and delivered by the Company and
Stifel by no later than 7.00 a.m. on the Business Day immediately following
the date of this Announcement (or such later time and date as the Company and
the Bookrunner may agree in writing);
2. the publication by the Company of the Placing Results
Announcement to a Regulatory Information Service as soon as reasonably
practicable following the execution of the Terms of Placing;
3. each of the Standby Working Capital Facility agreement and the
Equity Underwrite Facility agreement having been entered into and becoming and
continuing to be enforceable against each of the parties thereto in accordance
with its respective terms and having, and continuing to have, full force and
effect and not being varied, modified, supplemented, rescinded or terminated
(in whole or part) and no party to each such agreement having failed to
enforce its rights thereunder in accordance with its terms or granted any
waiver or indulgence in relation to any obligation thereunder or extension of
time for its performance;
4. neither the Company nor JerseyCo being in breach of any of its
respective obligations under any the Placing Agreement or any other
transaction document which fall to be performed or satisfied prior to
Admission;
5. each of the warranties given by the Company contained or
referred to in the Placing Agreement being true, accurate and not misleading
at the times and dates that they are given under the Placing Agreement as
though, in each case, they had been given and made on such date by reference
to the facts and circumstances from time to time subsisting;
6. no matter having arisen in respect of which a claim may be made
against the Company under the indemnities given by it;
7. (i) each of the Subscription and Transfer Agreement and Option
Agreement remaining in full force and effect, not having lapsed or been
terminated or amended in accordance with its terms prior to Admission; (ii) no
condition to which the either agreement is subject having become incapable of
satisfaction and not having been waived prior to Admission (save for the
condition in each agreement relating to Admission); and (iii) no event having
arisen prior to Admission which gives a party thereto a right to terminate
either agreement; and
8. Admission taking placing by not later than 8.00 a.m. on 9 June
2023 or such later time and/or date as the Company and Stifel may agree in
writing (but in any event not later than 8.00 a.m. on 16 June 2023),
(all conditions to the obligations of Stifel included in the Placing Agreement
being together, the "Conditions").
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and
Stifel may agree), or the Placing Agreement is terminated in accordance with
the circumstances described under "Termination of the Placing" below, the
Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the risk of the
relevant Placee 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.
Certain Conditions may be waived in whole or in part by Stifel in its absolute
discretion and Stifel may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix 1.
Stifel may terminate the Placing Agreement in certain circumstances, details
of which are set out below.
None of Stifel, the Company nor any of their respective affiliates, agents,
consultants, directors, employees or officers shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make as to the
satisfaction of any condition 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 Stifel.
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing
Stifel may terminate its obligations under the Placing Agreement, in
accordance with its terms, at any time prior to Admission if it is of the
opinion that, inter alia:
1. any statement contained in any document published by the
Company in connection with the Placing and the Open Offer has become untrue,
inaccurate or misleading in any respect or any matter has arisen which would
constitute an inaccuracy or omission from such offer document; or
2. there has been a breach by the Company or JerseyCo of any of
its obligations under any transaction document, save for any non-compliance
which is not, in the opinion of Stifel (acting in good faith) material;
3. there has been a breach by the Company of any of the
warranties, or any of the warranties given by the Company is not, or has
ceased to be, true, accurate and not misleading; or
4. either of the Standby Working Capital Facility agreement or the
Equity Underwrite Facility agreement has ceased to be enforceable against each
of the parties thereto in accordance with its respective terms and or to have
full force and effect or is varied, modified, supplemented, rescinded or
terminated (in whole or part) or any party to each such agreement has failed
to enforce its rights thereunder in accordance with its terms or has granted
any waiver or indulgence in relation to any obligation thereunder or extension
of time for its performance; or
5. in the opinion of Stifel (acting in good faith) there has been
any material adverse change in the business, assets, operations or condition
of the Group; or
6. there has occurred, or in the opinion of Stifel (acting in good
faith) it is reasonably likely that there will occur, certain force majeure
events; or
7. the application for Admission is withdrawn or refused by the
London Stock Exchange or, in the opinion of Stifel (acting in good faith),
will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Appendix 1 shall cease and terminate at such time, all monies received
from a Placee pursuant to the Placing shall be returned to such Placee without
interest, at the risk of the relevant Placee 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.
By participating in the Placing, each Placee agrees with the Company and
Stifel that the exercise by the Company, or Stifel, of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Stifel and that
neither the Company nor Stifel needs make any reference to such Placee and
that none of Stifel, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by either the FCA (in
relation to the United Kingdom and the UK Prospectus Regulation) or any
competent authority of any relevant member state of the EEA (in relation to
the EEA and the EU Prospectus Regulation) in relation to the Placing or the
Placing Shares and no such prospectus is required on the basis that all offers
of Placing Shares will be made pursuant to an exemption under the UK
Prospectus Regulation or EU Prospectus Regulation from the requirement to
produce a prospectus.
Placees' commitments will be made solely on the basis of publicly available
information previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement taken together with the
information contained in this Announcement and subject to any further terms
notified by Stifel to individual Placees.
Lock-up
The Company has undertaken to Stifel that, between the date of the Placing
Agreement and the date which is 180 calendar days after the Closing Date, it
will not, and will procure that no Group Company will, without the prior
written consent of Stifel, enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary carve-outs
agreed between Stifel and the Company.
By participating in the Placing, Placees agree that the exercise by Stifel of
any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of Stifel and that they need
not make any reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise of the
power to grant consent.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person acting on such
Placee's behalf acknowledges, agrees, represents, undertakes, and warrants
with Stifel (for itself and in its capacity as Bookrunner in respect of the
Placing) and the Company that (save where Stifel expressly agrees in writing
to the contrary):
1. it has read and understood the entirety of this Announcement,
including the terms and conditions set out in this Appendix 1 in its entirety
and it agrees and acknowledges that the issue of the Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements, undertakings and other information
contained in this Appendix 1;
2. it is a Relevant Person and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor as defined under Article 2(e) of
the UK Prospectus Regulation; and (i) it has professional experience in
matters relating to investments falling within Article 19(5) of the Order;
and/or (ii) it is a high net worth entity, unincorporated association and/or
other body falling within Article 49 of the Order; and/or (iii) it is another
person to whom this Announcement may otherwise be lawfully be distributed
without an obligation to issue a prospectus; and
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5(1) of the UK Prospectus
Regulation:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale in circumstances where the UK Prospectus Regulation applies or
to, persons in the United Kingdom other than UK Qualified Investors or in
circumstances in which the prior consent of Stifel has not been given to the
offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
4. in the case of a Relevant Person in the EEA, who acquires any
Placing Shares pursuant to the Placing:
a. it is an EU Qualified Investor as defined under Article 2(e) of
the EU Prospectus Regulation; and
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5(1) of the EU Prospectus
Regulation:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale in circumstances where the EU Prospectus Regulation applies or
to, persons in any member state of the EEA other than EU Qualified Investors
or in circumstances in which the prior consent of Stifel has not been given to
the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
5. it is not, and any person who it is acting on behalf of is not,
and at the time the Placing Shares are acquired it and any person who it is
acting on behalf of will not be, a resident of, or with an address in, or
subject to the laws of, Australia, Canada, Japan. New Zealand or the Republic
of South Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under the
securities legislation of Australia, Canada, Japan, New Zealand or the
Republic of South Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by any
of the Company, Stifel or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the United States
or in any country or jurisdiction where any such action for that purpose is
required. In addition, the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States (or any
state or other jurisdiction of the United States), Australia, Canada, Japan,
New Zealand or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or in any country
or jurisdiction where any such action for that purpose is required;
7. it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing (including electronic copies thereof) in or
into or from the United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
8. the Placing Shares have not been, and will not be, registered
under the US Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or transferred,
directly or indirectly, in or into the United States or to, or for the account
or benefit of, any US person except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act, and, in each case, in compliance with the securities laws of any state or
other jurisdiction of the United States and no representation has been made as
to the availability of any exemption under the US Securities Act or any
relevant state or other jurisdiction's securities laws for the re-offer,
re-sale, pledge or transfer of the Placing Shares;
9. if it and/or any person on who behalf it is participating is
outside the United States and is not a US Person, (i) it and the person(s), if
any, for who account or benefit it is acquiring the Placing Shares are
purchasing the Placing Shares in an "offshore transaction" as defined in
Regulation S; (ii) it is aware of the restrictions on the offer and sale of
the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have
not been offered to it by means of any "directed selling efforts" as defined
in Regulation S;
10. if it, and/or any person on whose behalf it is participating, is
located in the United States or is a US Person it will duly execute a QIB
investor letter and deliver the same to Stifel or its affiliates;
11. it and/or each person on whose behalf it is participating: (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix 1) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix 1 and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Appendix 1 on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and Stifel for the
performance of all its obligations as a Placee of the Placing (whether or not
it is acting on behalf of another person);
12. it is acquiring the Placing Shares for its own account or if it is
acquiring the Placing Shares on behalf of another person it confirms that it
exercises sole investment discretion in relation to such other person's
affairs and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
13. it understands (or if acting on behalf of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix 1;
14. it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document: (i) is required under the UK Prospectus Regulation or the
EU Prospectus Regulation; and (ii) has been or will be prepared in connection
with the Placing or the Placing Shares;
15. it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing and has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. It has not relied on (i) any investigation that
Stifel or any person acting on Stifel's behalf may have conducted with respect
to the Company, the Placing or the Placing Shares; or (ii) any other
information given or any other representations, statements or warranties made
at any time by any person in connection with the Company, the Placing, the
Placing Shares or otherwise;
16. none of Stifel, the Company or any of their respective affiliates,
agents, consultants, directors, employees, officers or any person acting on
behalf of any of them has provided, nor will provide, it with any material
regarding the Placing Shares or the Company or any other person in addition to
the information in this Announcement; nor has it requested Stifel, the Company
or any of their respective affiliates, agents, consultants, employees,
directors or officers or any person acting on behalf of any of them to provide
it with any such information;
17. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither Stifel nor any persons
acting on behalf of it are responsible for or have or shall have any liability
for any information, representation, warranty or statement, written or oral
relating to the Company and either contained in this Announcement or
previously or concurrently published by or on behalf of the Company. Stifel
will not be liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this Announcement or otherwise. None of Stifel, the Company nor any of their
respective affiliates, agents, consultants, directors, employees or officers
has made any representation or warranty to the Placee, express or implied,
with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this Announcement.
Nothing in this Appendix 1 shall exclude any liability of any person for
fraudulent misrepresentation;
18. the only information on which it is entitled to rely and on which
it has relied in committing to acquire the Placing Shares is publicly
available information previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement taken together
with information contained in this Announcement and the terms and conditions
contained within this Appendix 1. It has satisfied itself that such
information is still current and is all that it deems necessary to make an
investment decision in respect of the Placing Shares;
19. it has not relied on any information relating to the Company
contained in any research reports prepared by Stifel, any of its Affiliates or
any person acting on its or their behalf and understands that (i) neither
Stifel nor any of its Affiliates nor any person acting on its or their behalf
has or shall have any responsibility or liability for (x) public information
or any representation; or (y) any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the
date of this Announcement or otherwise; and (ii) neither Stifel nor any of its
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
20. it has the funds available to pay for the Placing Shares which it
has agreed to acquire and acknowledges, agrees and undertakes that it will
make payment to Stifel for the Placing Shares allocated to it in accordance
with the terms and conditions of this Appendix 1 on the due times and dates
set out in this Appendix 1 or the relevant trade confirm, failing which the
relevant Placing Shares may be placed with others on such terms as Stifel may,
in its absolute discretion determine without liability to the Placee and it
will remain liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in this Appendix 1) which may
arise upon the sale of such Placee's Placing Shares on its behalf;
21. it, or the person specified by it for registration as a holder of
the Placing Shares will be responsible for any liability to stamp duty or
stamp duty reserve tax payable on the acquisition of any of the Placing Shares
or the agreement to acquire the Placing Shares and shall indemnify the Company
and Stifel in respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of Stifel who will hold them as nominee on
behalf of such Placee (or the person specified by it for registration as
holder of the Placing Shares) until settlement with it in accordance with its
standing settlement instructions;
22. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that no instrument under
which it acquires Placing Shares (whether as principal, agent or nominee)
would be subject to stamp duty or stamp duty reserve tax at the increased
rates referred to in those sections and that it, or the person specified by it
for registration as holder of the Placing Shares, is not participating in the
Placing as nominee or agent for any person or persons to whom the allocation,
allotment, issue or delivery of Placing Shares would give rise to such a
liability;
23. it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that Stifel has not approved this Announcement in its
capacity as an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
24. it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom);
25. none of Stifel, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers or any
person acting on behalf of any of them are making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any acknowledgements, agreements, indemnities,
representations, undertakings or warranties contained in the Placing Agreement
nor the exercise or performance of Stfiel's rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise any
termination right. Its participation in the Placing is on the basis that it is
not and will not be a client of Stifel and Stifel has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers under the rules of the FCA, and any payment by it will not be
treated as client money governed by the rules of the FCA;
26. Stifel and each of its affiliates, each acting as an investor for
its or their own account(s), may, in accordance with applicable legal and
regulatory provisions, bid or acquire Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise. Accordingly,
references in this Appendix 1 to the Placing Shares being offered, acquired or
otherwise dealt with should be read as including any offer to, or acquisition
or dealing by, Stifel and/or any of its affiliates, acting as an investor for
its or their own account(s). Neither Stifel nor the Company intends to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
27. it will not make any offer to the public of the Placing Shares and
it has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or in 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 purpose of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of the FSMA or an offer
to the public in any other member state of the European Economic Area within
the meaning of the EU Prospectus Regulation;
28. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Anti Terrorism Crime and
Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (together, the
"Regulations") and, if making payment on behalf of a third party, satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
29. it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply with those
obligations;
30. it has not relied on any "inside information" as defined in the UK
MAR concerning the Company in accepting any invitation to participate in the
Placing;
31. in order to ensure compliance with the Money Laundering
Regulations 2017, Stifel (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Stifel or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Stifel's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at Stifel's or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a request for
verification of identity Stifel (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, Stifel and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which event the
monies payable on acceptance of allotment will, if already paid, be returned
without interest to the account of the drawee's bank from which they were
originally debited;
32. it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Appendix 1 and in the trade confirm will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or
Stifel's conduct of the Placing;
33. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
34. it irrevocably appoints any duly authorised officer of Stifel as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
acquire upon the terms of this Appendix 1;
35. if it is allocated Placing Shares in the Placing, it will not
apply for any Open Offer Shares in the Open Offer;
36. in making any decision to acquire the Placing Shares: (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) it is experienced in investing in
securities of a similar nature to the Ordinary Shares and in the sector in
which the Company operates and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and has no need for liquidity
with respect to its investment in the Placing Shares; (iii) it has had
sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing Shares,
including the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so conducted
its own investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (iv) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (v) it will not look
to Stifel, any of its Affiliates or its or their respective Representatives or
any person acting behalf of any of them for all or part of any such loss or
losses it or they may suffer;
37. the Company, Stifel and others (including each of their respective
affiliates, agents, directors, officers or employees) will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements, which are given to Stifel, on its own behalf and on behalf of
the Company and are irrevocable, and agrees that if any of the representations
and agreements deemed to have been made by it by its acquisition of Placing
Shares, are no longer accurate, it shall promptly notify the Company and
Stifel;
38. time is of the essence as regards its obligations under this
Appendix 1;
39. 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 Stifel; and
40. the terms and conditions in this Appendix 1 and all documents into
which this Announcement is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Placing Shares pursuant to the
Placing will be governed by and construed in accordance with English law and
it submits to the exclusive jurisdiction of the English courts in relation to
any claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Stifel in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Stifel and each of
their respective affiliates, agents, consultants, directors, employees and
officers 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 any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person acting on such
Placee's behalf) in this Appendix 1 or incurred by Stifel, the Company or any
of their respective affiliates, agents, consultants, directors, employees or
officers arising from the performance of the Placee's obligations as set out
in this Appendix 1, and further agrees that the provisions of this Appendix 1
shall survive completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Stifel shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify Stifel accordingly. In
addition, Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Stifel in the event that either the
Company and/or Stifel has incurred any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and warranties contained
in this Appendix 1 are given to Stifel for itself and as agent on behalf of
the Company and are irrevocable and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee acknowledges that
Stifel does not owe any fiduciary or other duties to any Placee in respect of
any acknowledgements, agreements, indemnities, representations, undertakings
or warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is dealing with
Stifel, any money held in an account with Stifel on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence this
money will not be segregated from Stifel's money in accordance with the client
money rules and will be used by it in the course of its own business and the
Placee will rank only as a general creditor of Stifel.
References to time in this Appendix 1 are to London time, unless otherwise
stated. All times and dates in this Appendix 1 may be subject to amendment.
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