REG - Jadestone Energy PLC - Results of Financing
07/06/2023 07:00
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RNS Number : 9299B Jadestone Energy PLC 07 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.
Results of Financing
7 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, is pleased to announce
the successful completion of the US$85 million financing (the "Financing")
announced on 6 June 2023, which consisted of a net US$50 million Placing and
Subscription, at a price of 45 pence per new Ordinary Share, and the Standby
Working Capital Facility by Tyrus Capital S.A.M. and funds controlled by it
("Tyrus").
Further, the Company today confirms the details of the Open Offer to raise
gross proceeds of up to approximately US$8.3 million, offering existing
shareholders who have not participated in the Placing an ability to acquire
shares at the Offer Price.
The Company will hold a webcast presentation for analysts and investors on
Wednesday, 7 June 2023, at 9:30 a.m. (BST) including a question and answer
session (details can be found below).
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the announcement published by the Company on 6 June
2023 in connection with the Financing.
Paul Blakeley, President and CEO commented:
"I would like to thank all participating shareholders for their support in
this financing which, alongside the RBL, now underpins our near-term
production growth and the diversification of our production and revenue base,
improving the resilience and the outlook for the Company significantly. Now
that routine operations have been restored at Montara, and with a visibly
stronger balance sheet, we have great confidence in delivering the Company's
growth trajectory."
Results of Placing and Subscription
A total of 81,018,248 new Ordinary Shares (the "Placing Shares") have been
conditionally placed with new and existing institutional investors and certain
Directors pursuant to the Placing by Stifel Nicolaus Europe Limited
("Stifel"), at a price of 45 pence per new Ordinary Share (the "Offer Price").
In addition, 13,063,578 new Ordinary Shares (the "Subscription Shares") have
been conditionally subscribed for by certain Directors of the Company (and
entities affiliated to certain Directors) and other investors, at the Offer
Price pursuant to the Subscription.
A total of 94,081,826 new Ordinary Shares will therefore be issued pursuant to
the Placing and Subscription, raising gross proceeds of US$52.6 million, and
net proceeds of US$50.0 million. The new Ordinary Shares to be issued pursuant
to the Placing and Subscription will represent approximately 17.4 per cent. of
the Company's enlarged ordinary share capital at Admission.
The Offer Price represents a 8.2 per cent. discount to the mid-market closing
price on 6 June 2023.
Application has been be made to the London Stock Exchange for Admission of the
Placing Shares and Subscription Shares to trading on AIM. It is expected that
Admission will take place at 8.00 am on 9 June 2023 (at which time the Placing
will become unconditional) and that dealings in the Placing Shares and
Subscription Shares on AIM will commence at the same time.
The new Ordinary Shares to be issued pursuant to the Placing and Subscription
will, when issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares of the Company, including the right
to receive all dividends or other distributions made, paid or declared in
respect of such shares after the date of issue of the new Ordinary Shares.
Tyrus subscribed in the Placing for its pro rata 26.45% interest, being
24,883,387 new Ordinary Shares at the Offer Price in the Placing, for gross
proceeds of US$13.9 million.
The size of the Equity Underwrite Facility will reduce pro-rata by the total
amount raised pursuant to the Placing and Subscription (including Tyrus'
equity participation) and accordingly it is expected that on Admission of the
Placing Shares and Subscription Shares, the Equity Underwrite Facility will be
extinguished.
The size of the Standby Working Capital Facility is expected on Admission of
the Placing Shares and Subscription Shares to reduce by US$2.6 million as a
result of the Placing and Subscription being in excess of US$50 million and
will be subject to further reduction as a result of the Open Offer. The
Company does not expect to draw on the Standby Working Capital Facility.
Open Offer
Further to the announcement made on 6 June 2023, and given the successful
closing of the Bookbuild, the Company confirms its intention to raise up to
approximately US$8.3 million at the Offer Price, by the issue of up to
14,887,039 Open Offer Shares at the Offer Price, payable in full on
acceptance.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Offer Price pro rata to their holdings of Ordinary Shares on the Record
Date on the basis of:
1 Open Offer Share for every 30 Existing Ordinary Shares held
The Open Offer is aimed at those Qualifying Shareholders who were not given
the opportunity to participate in the Placing or Subscription. Shareholders
which have been allocated Placing Shares in the Placing have agreed 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.
Any entitlements to Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under 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.
Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares up to the maximum number of Open Offer
Shares available less their Open Offer Entitlement.
Applicants can apply for less or more than their entitlements under the Open
Offer, but the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied, as this will depend,
in part, on the extent to which other Qualifying Shareholders apply for less
than or more than their own Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore any Open Offer Shares which Qualifying Shareholders do not apply
for will not be sold in the market for the benefit of Qualifying Shareholders.
The Open Offer application form is not a document of title and cannot be
traded or otherwise transferred.
Analyst and Investor Webcast
The Company will hold a webcast presentation for analysts and investors on
Wednesday, 7 June 2023, at 9:30 a.m. (BST) including a question and answer
session, and accessible through the link below:
Webcast link:
https://www.investis-live.com/jadestone-energy/6478818000e686120010d21e/lert
(https://www.investis-live.com/jadestone-energy/6478818000e686120010d21e/lert)
Event title: Jadestone Energy Investor Call
Time: 9:30 a.m. (BST)
Date: 7 June 2023
Access Code: 868970
To join the conference call by phone, please use the below dial in details
from the United Kingdom or the following link for global dial in details:
https://www.netroadshow.com/events/global-numbers?confId=51851
(https://www.netroadshow.com/events/global-numbers?confId=51851)
United Kingdom (Local): +44 20 3936 2999
United Kingdom (Toll-Free): +44 800 358 1035
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
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.
Participation by Directors and Existing Major Shareholder and Related Party
Transaction
Tyrus will acquire 24,883,387 new Ordinary Shares in the Placing at the Offer
Price, for gross proceeds of US$13.9 million.
Tyrus by virtue of its holding being more than 10 per cent. of the Company's
existing issued ordinary share capital, is classified as a related party of
the Company and, as such, its participation in the Placing as well as the
provision to the Company of the Standby Working Capital Facility and Equity
Underwrite Facility, and the grant to it of the Warrants in connection
therewith, are considered 'related party transactions' under Rule 13 of the
AIM Rules.
The Company's directors consider, having consulted with Stifel, the Company's
Nominated Adviser, that the terms of Tyrus' participation in the Tyrus Related
Party Transactions are fair and reasonable insofar as shareholders are
concerned.
The Directors have also participated in the Equity Fundraise to raise gross
proceeds of US$988,957, as set out below.
Director Existing holding of Ordinary Shares New Ordinary Shares to be issued pursuant to the Equity Fundraise Resultant holding of Ordinary Shares immediately following Admission(1) Resultant holding as a % of the enlarged share capital following Admission(1)
# # # %
Paul Blakeley 4,557,111 336,311 4,893,422 0.91%
Bert-Jaap Dijkstra Nil 71,556 71,556 0.01%
Dennis McShane 553,651 178,889 732,540 0.14%
Robert Lambert 153,919 111,269 265,188 0.05%
Jenifer Thien Nil 89,444 89,444 0.02%
Lisa Stewart Nil 178,889 178,889 0.03%
Iain McLaren 169,564 22,222 191,786 0.04%
Cedric Fontenit(2) 200,000 333,333 533,333 0.10%
David Neuhauser(3) 31,593,094 447,222 32,040,316 5.93%
(1) Before the Open Offer and assuming no other Ordinary Shares are issued
prior to Admission.
(2) Cedric Fontenit's pension vehicle participated in the Placing.
(3) David Neuhauser subscribed for shares in the Subscription via Livermore
Partners.
The FCA notifications, made in accordance with the requirements of MAR, are
appended below.
As all of the Directors are participating in the Equity Fundraise, Stifel, the
Company's Nominated Adviser, confirms that it considers that the terms of the
Directors' participation in the Director Related Party Transactions are fair
and reasonable insofar as Shareholders are concerned.
Posting of Open Offer Circular
A circular (the "Open Offer Circular") containing a letter from Dennis
McShane, the Chair of Jadestone, explaining the Open Offer and the full terms
and conditions of the Open Offer, as well as an expected timetable of
principal events in connection with the Open Offer is expected to be
dispatched to Shareholders on or around 9 June 2023, with an application form
for the Open Offer. The expected timetable is also set out further below. Any
changes to the expected Open Offer timetable will be announced through a
Regulatory Information Service.
Total Voting Rights
Following the admission of the Placing Shares and Subscription Shares, the
Company's total issued share capital will consist of 540,693,017 Ordinary
Shares of £0.001 par value each in issue, and no Ordinary Shares in treasury.
Given the Company does not hold any ordinary shares in Treasury, this figure
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in interest in, the share capital of the Company under the Disclosure
Guidance and Transparency Rules.
Expected Timetable of Principal Events under the Open Offer
Event Date
Announcement of the results of the Equity Fundraise 7 June 2023
Record date for entitlements under the Open Offer 6.00 p.m. on 7 June 2023
Posting of the Open Offer Circular 9 June 2023
Ex-entitlement date of the Open Offer 8.00 a.m. on 9 June 2023
Entitlements and Excess CREST Open Offer Entitlements credited to stock 12 June 2023
accounts of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 22 June 2023
from CREST
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 23 June 2023
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 26 June 2023
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 28 June 2023
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Publication of the results of the Open Offer 29 June 2023
Admission and commencement of dealings in the Open Offer Shares 8.00 a.m. on 3 July 2023
Open Offer Shares credited to CREST members' accounts 3 July 2023
Despatch of definitive share certificates for Open Offer Shares in Within 10 Business Days of admission of the Open Offer Shares
certificated form
Pre-Emption Group Statement of Principles Disclosure
The Placing and Subscription comprise a non-pre-emptive issue of equity
securities for cash and accordingly the Company makes the following post
transaction report in accordance with the most recently published Pre-Emption
Group Statement of Principles (November 2022).
Name of Issuer Jadestone Energy plc
Transaction Details The Company will issue 94,081,826 new Ordinary Shares, (81,018,248 Placing
Shares and 13,063,578 Subscription Shares) representing 21.1% of the Company's
ordinary share capital as of 6 June 2023. In addition given the successful
closing of the Bookbuild, the Company confirms its intention to raise up to
approximately US$8.3 million, by the issue of up to 14,887,039 Open Offer
Shares at the Offer Price, payable in full on acceptance.
Settlement and admission of the 94,081,826 new Placing Shares and Subscription
Shares, is expected to take place at 8.00 a.m. (BST) on 9 June 2023.
Subject to take-up, settlement and admission of the Open Offer Shares is
expected to take place at 8.00 a.m. (BST) on 3 July 2023.
Use of Proceeds The current funding serves as an inflection point for Jadestone to deliver
significant cash flow generation and diversification including:
· Seven producing assets by mid-2024 across several jurisdictions
delivering over 20 kboepd
· Diversification of assets, operating jurisdictions and commodity mix,
expanded with M&A
· Significant cash generation post-Akatara development enabling shareholder
returns
Quantum of Proceeds Total gross proceeds from the Placing and Subscription, amounted to US$52.6
million (approximately £42.3 million), and total net proceeds amount to
US$50.0 million (approximately £40.3 million).
Discount The Placing and Subscription were completed at a price of 45 pence per share,
representing a 8.2 per cent discount from the closing mid-market price on 6
June 2023.
Allocations Soft pre-emption has been adhered to in the allocations process, where
possible. Management was involved in the allocations process, which has been
carried out in compliance with the MIFID II Allocation requirements.
Consultation Stifel Nicolaus Europe Limited, which acted as Bookrunner, undertook a
pre-launch wall-crossing process, including consultation with major
shareholders, to the extent reasonably practicable and permitted by law.
Retail Investors The Equity Fundraise includes an incremental open offer of less than €8
million. The Open Offer will be made on the basis of 1 Open Offer Share for
every 30 Existing Ordinary Shares held, resulting in an Open Offer of
14,887,039 Open Offer Shares at the Offer Price to raise gross proceeds of up
to approximately US$8.3 million, the Open Offer will offer existing
shareholders who have not participated in the Placing and Subscription an
ability to acquire new Ordinary Shares at the Offer Price.
DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY
ASSOCIATED PERSONS
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: 1) Paul Blakeley
2) Bert-Jaap Dijkstra
3) Dennis McShane
4) Robert Lambert
5) Jenifer Thien
6) Lisa Stewart
7) Iain McLaren
8) Cedric Fonteneit
9) David Neuhauser (via Livermore Partners)
2. Reason for the notification
a) Position/status: 1) Executive Director, President and CEO
2) Chief Financial Officer
3) Non-Executive Chairman
4) Non-Executive Director
5) Non-Executive Director
6) Non-Executive Director
7) Non-Executive Director
8) Non-Executive Director
9) Non-Executive Director
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Jadestone Energy Plc
b) LEI: 21380076GWJ8XDYKVQ37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.001 each in the share capital of Jadestone Energy plc
Identification code: ISIN: GB00BLR71299
b) Nature of the transaction: Placing and Subscription for Cash
c) Price(s) and volume(s):
1) GBP 0.45 336,311 shares
2) GBP 0.45 71,556 shares
3) GBP 0.45 178,889 shares
4) GBP 0.45 111,269 shares
5) GBP 0.45 89,444 shares
6) GBP 0.45 178,889 shares
7) GBP 0.45 22,222 shares
8) GBP 0.45 333,333 shares
9) GBP 0.45 447,222 shares
d) Aggregated information:
1) GBP 0.45 336,311 shares
· Aggregated volume: 2) GBP 0.45 71,556 shares
3) GBP 0.45 178,889 shares
· Price: 4) GBP 0.45 111,269 shares
5) GBP 0.45 89,444 shares
6) GBP 0.45 178,889 shares
7) GBP 0.45 22,222 shares
8) GBP 0.45 333,333 shares
9) GBP 0.45 447,222 shares
e) Date of the transaction: 7 June 2023
f) Place of the transaction: AIMX
d)
Aggregated information:
· Aggregated volume:
· Price:
1) GBP 0.45 336,311 shares
2) GBP 0.45 71,556 shares
3) GBP 0.45 178,889 shares
4) GBP 0.45 111,269 shares
5) GBP 0.45 89,444 shares
6) GBP 0.45 178,889 shares
7) GBP 0.45 22,222 shares
8) GBP 0.45 333,333 shares
9) GBP 0.45 447,222 shares
e)
Date of the transaction:
7 June 2023
f)
Place of the transaction:
AIMX
IMPORTANT NOTICES
THIS ANNOUNCEMENT 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.
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.
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.
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