REG - Jubilee Metals Group - Proposed Placing
15/12/2023 07:00
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RNS Number : 9674W Jubilee Metals Group PLC 15 December 2023
Jubilee Metals Group PLC
("Jubilee" or "the Company" or "the Group")
Registration number (4459850)
Altx share code: JBL
AIM share code: JLP
ISIN: GB0031852162
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF JUBILEE METALS GROUP PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
15 December 2023
Proposed Placing to raise approximately £10 million
The Company announces its intention to conduct a conditional placing of new
ordinary shares in the Company ("Ordinary Shares") to raise gross proceeds of
approximately £10 million (approximately US$12 million), before expenses, by
way of the issue of new ordinary shares in the capital of the Company (the
"Placing") to new and existing eligible investors at a price of 5.5 pence per
share (the "Placing Price").
The following sets out the background to, and the reasons for, the Placing and
explains why the Directors consider the Placing to be in the best interests of
the Company and its Shareholders as a whole.
Background
As announced on 12 December 2023 (the "JV Announcement"), Jubilee executed a
binding agreement, subject to certain conditions, to progress the strategic
investment into a historical copper waste rock dump in Zambia. Early estimates
suggest that there could be as much as 350 million tonnes of waste rock
material on surface, with preliminary surface sampling returning grades of
1.5% copper (the "Project"). In addition, on the same date, the Company
announced a binding term sheet with Abu Dhabi based International Resources
Holding RSC Limited ("IRH"). Subject to due diligence, and internal
consents, it is intended that Jubilee and IRH will form a dedicated special
purpose vehicle ("the SPV") before the end of January 2024, through which both
the acquisition of the copper waste rock asset and the implementation of the
processing solution will be funded. Jubilee will hold a minimum of 30% funded
position of the SPV. In addition, Jubilee will be appointed to manage the date
to day operation of the SPV as well as be appointed to design, implement and
operate the process solution. The consideration for the acquisition of the
waste rock dump is US$30 million, which is to be paid in instalments over a
period of 18 months (with an initial payment of US$1.75 million) and project
costs are anticipated to be in the order of US$50 million assuming the
implementation of only four copper processing units capable of producing an
approximate 20 000 tonnes of copper units per annum from historical waste
("Green Copper"). Further details of these arrangements are set out in the JV
Announcement.
This Green Copper Project is in addition to the existing capitalisation and
ramp-up of copper production through the implementation of Jubilee's
integrated Roan concentrator and Sable refinery copper operations, as well as
the current expansion of its chrome operations in South Africa.
The targeted capital raise specifically focusses on this new Project to enable
the accelerated implementation of the Project while maintaining the investment
into the expansion of the existing copper and chrome operations.
Use of Proceeds
The Company is seeking to raise approximately £10 million (approximately
US$12 million), before expenses, specifically targeting its Zambian Copper
operations, in order to:
· Pay the initial payment of US$1.75 million, due under the
agreement for the acquisition of the copper waste rock dump announced on 12
December 2023 detailed above and progress resource and process design (a total
of c.US$4.5m).
· Expand the sulphide recovery circuits at the Company's Sable
Refinery to accommodate increased sulphide concentrate production from newly
acquired projects (c.US$5.7m).
· Progress the project development phase of the Mufulira slag
project, with early-stage bulk trial and processing (c.US$2.5m).
· For general working capital purposes.
Placing Details
· Placing of new Ordinary Shares to raise approximately £10
million (approximately US$12 million) (before expenses).
· Placing to be conducted via an accelerated bookbuild process
launching immediately following this Announcement.
· The Placing is conditional upon the passing of the Resolution at
the General Meeting.
· The Placing Shares, assuming full take-up and completion of the
Placing, will represent approximately 6.23 per cent. of the Enlarged Share
Capital.
· The Placing Price represents:
o a zero per cent. discount to the 30-day volume-weighted average price; and
o a discount of approximately 19 per cent. to the Closing Price of 6.8 pence
per Ordinary Share on 14 December 2023, being the latest practicable date
prior to the publication of this Announcement.
Leon Coetzer, CEO of Jubilee, commented:
"Jubilee's copper portfolio continues to expand in Zambia as demonstrated by
our ability to secure what we believe to be the best waste rock projects. The
partnership announced recently with Abu Dhabi based IRH is a hugely exciting
new venture which has the potential to catapult our growth and copper
production profile. This partnership affords Jubilee the opportunity to
accelerate its copper from waste production profile without the associated
capital burden.
The money raised will allow us to accelerate the manufacturing of our new
copper modules on these new projects and importantly secure the long lead
items with suppliers in what is a tight market for key materials. The funds
will also allow us to expand our plant at Sable by increasing the copper
sulphide capacity to meet the increase in volumes.
This proposed fundraise is in addition to our existing funded growth projects
in South Africa and Zambia. By fast-tracking this new waste rock project, we
will be able to bring forward production and revenues quicker than funding
from existing cash flow."
The Placing
The Placing is being conducted by WH Ireland and Joh. Berenberg, Gossler &
Co. KG, London Branch ("Berenberg") as joint brokers and joint bookrunners in
relation to the Placing (the "Joint Brokers"). A placing agreement has been
entered into between the Company and the Joint Brokers in connection with the
Placing (the "Placing Agreement").
The Placing Shares are being offered by way of an accelerated bookbuild (the
"Bookbuild"), which will open with immediate effect following the release of
this Announcement, in accordance with the terms and conditions set out in
Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares to be issued pursuant to the Placing is expected to be made
in due course.
The Placing is not being underwritten and the allotment and issue of the
Placing Shares is conditional, inter alia, upon:
· the passing, without amendment, of the Resolution, at the General
Meeting;
· Admission becoming effective by no later than 8.00 a.m. on 4
January 2024 (or such other time and/or date, being no later than 8.00 a.m. on
15 February 2024, as the Joint Brokers and the Company may agree);
· the conditions in the Placing Agreement being satisfied or (if
applicable) waived; and
· the Placing Agreement not having been terminated in accordance with
its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable,
waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made in respect
of the Ordinary Shares from the date of Admission. The Placing Shares will
represent approximately 6.23 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is expected that
Admission will become effective, and dealing in the Placing Shares will
commence, at 8.00 a.m. (London time) on 4 January 2024.
The Joint Brokers have the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to): in the event
that any of the warranties set out in the Placing Agreement are not true and
accurate when given or the Company fails to comply with any of its obligations
prior to Admission. The Joint Brokers may also terminate the Placing Agreement
if there has been a material adverse change in national or international
financial, political, economic, monetary or stock market conditions (primary
or secondary) or an imposition of or compliance with any law or governmental
or regulatory order, rule, regulation, restriction or direction which, in the
opinion of the Joint Brokers, makes it impractical or inadvisable to proceed
with the Placing or Admission. If this termination right is exercised or if
the conditionality in the Placing Agreement is not satisfied, the Placing will
not proceed.
The timing of the closure of the Bookbuild, the number of Placing Shares and
the allocation of the Placing Shares between Placees is to be determined at
the discretion of the Company and the Joint Brokers.
A further announcement will be made following the closure of the Bookbuild,
confirming the results of the Placing and a circular convening the General
Meeting to consider the Resolution is expected to be despatched shortly
thereafter.
The expected timetable of principal events in connection with the Placing is
set out in Appendix I to this Announcement.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix II of this Announcement,
unless the context requires otherwise.
For further information, please contact:
Jubilee Metals Group PLC Tel: +27 (0) 11 465 1913
Leon Coetzer (CEO) / Neal Reynolds (CFO)
PR & IR Adviser - Tavistock Tel: +44 (0) 20 7920 3150
Jos Simson/ Gareth Tredway
Nominated Adviser - SPARK Advisory Partners Limited Tel: +44 (0) 20 3368 3555
Andrew Emmott/ James Keeshan
Joint Broker - Berenberg Tel: +44 (0) 20 3207 7800
Matthew Armitt/ Jennifer Lee/ Detlir Elezi
Joint Broker - WH Ireland Tel: +44 (0) 20 7220 1670/
Harry Ansell/ Katy Mitchell +44 (0) 113 394 6618
JSE Sponsor - Questco Corporate Advisory Proprietary Limited Tel: +27 (0) 11 011 9212
Alison McLaren
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy, planned work at the Company's
projects and the expected results of such work, mineral grades and mineral
reserve and resource estimates. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Company's actual
performance, achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in this
Announcement. In addition, even if the Company's results of operations,
performance, achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or developments
may not be indicative of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this Announcement speak
only as of the date of such statement and (other than in accordance with their
legal or regulatory obligations) neither the Company, nor WH Ireland Limited
nor any of their respective associates, directors, officers or advisers shall
be obliged to update such statements. Comparisons of results for current and
any prior periods are not intended to express any future trends or indications
of future performance, unless expressed as such, and should only be viewed as
historical data.
SPARK Advisory ("SPARK"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser exclusively for the Company
and no one else in connection with the contents of this Announcement and will
not regard any other person (whether or not a recipient of this Announcement)
as its client in relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on SPARK by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established thereunder, SPARK
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. SPARK accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of SPARK as
the Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this Announcement, or
otherwise.
Berenberg, which is authorised by the German Federal Financial Supervisory
Authority (BaFin) and authorised and subject to limited regulation in the
United Kingdom by the FCA, is acting as broker exclusively for the Company
and no one else in connection with the Placing and the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Berenberg by FSMA or the regulatory regime established thereunder,
Berenberg accepts no responsibility whatsoever, and makes no representation or
warranty, express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. Berenberg accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting as broker exclusively for the Company and no one else in
connection with the Placing and the contents of this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as
its client in relation to the Placing nor will it be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on WH Ireland by FSMA or the regulatory regime established thereunder, WH
Ireland accepts no responsibility whatsoever, and makes no representation or
warranty, express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. WH Ireland accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
the United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the UK
Prospectus Regulation, (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities 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 securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at persons who are: (a)
persons in Member States who are Qualified Investors; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have professional
experience in matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all such persons
together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not relevant persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Brokers or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Expected Timetable of Principal Events
Announcement of the Placing 15 December 2023
Announcement of the results of the Placing 15 December 2023
General Meeting 3 January 2024
Admission and commencement of dealing in Placing Shares at 8.00 a.m. on 4 January 2024*
CREST accounts credited in respect of Placing Shares in uncertificated form on 4 January 2024*
Despatch of definitive share certificates in respect of Placing Shares to be within 14 days of Admission*
issued in certificated form
*conditional on the passing of the Resolution at the General Meeting and the
Placing Agreement otherwise having become unconditional and not having been
terminated in accordance with its terms.
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by the Joint Brokers or
by an announcement through a Regulatory Information Service, as the case may
be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Act the Companies Act 2006 (as amended);
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AIM AIM, a market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange and
amended from time to time;
Announcement this announcement (including the Appendices, which form part of this
announcement);
Berenberg Joh. Berenberg, Gossler & Co. KG, London Branch of 60 Threadneedle Street,
London, EC2R 8HP;
Board or Directors the directors of the Company or any duly authorised committee thereof;
Bookbuild the accelerated bookbuild to be conducted by the Joint Brokers pursuant to the
Placing Agreement and this Announcement;
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST);
Closing Price the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange;
Company or Jubilee Jubilee Metals Group plc, a company incorporated in England and Wales with
company number 04459850 whose registered office is at 1st Floor, 7/8 Kendrick
Mews, London, SW7 3HG;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited, which facilitates the
holding and transfer of title to shares in uncertificated form;
CREST Regulations the Uncertificated Securities Regulations 2001 (as amended);
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the
Placing Shares;
Existing Ordinary Shares the 2,738,129,981 Ordinary Shares in issue at the date of this Announcement;
EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
FSMA the Financial Services and Markets Act 2000 (as amended);
General Meeting the general meeting of the Company to be convened and held on 3 January 2024
(or any adjournment thereof);
Group the Company and its subsidiaries;
Joint Brokers WH Ireland Limited and Berenberg;
London Stock Exchange London Stock Exchange plc;
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company;
Placees subscribers for Placing Shares;
Placing the conditional placing of the Placing Shares pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement dated 15 December 2023 between the Company,
Berenberg and WH Ireland in connection with the Placing;
Placing Price 5.5p;
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing;
Publicly Available Information any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement;
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
Qualified Investors in member states of the European Economic Area, "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation;
Resolution the resolution to be proposed at the General Meeting, which shall be the
resolution required to complete the authority of the Directors to issue the
Placing Shares;
Shareholders the holders of Ordinary Shares;
uncertificated or in uncertificated form recorded on the register of members of Jubilee as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended;
US$ dollars, the lawful currency of the United States of America;
WH Ireland W H Ireland Limited, a company incorporated in England and Wales with company
number 02002044 whose registered office is situated at 24 Martin Lane, London
EC4R 0DR; and
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BROKERS, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Joint
Brokers will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
the Joint Brokers and the Company to be bound by these terms and conditions. A
Placee shall, without limitation, become so bound if the Joint Brokers
confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers and the Company have entered into a Placing Agreement, under
which the Joint Brokers have, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The Placing is not
being underwritten by the Joint Brokers or any other person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares, are at the discretion of the Joint Brokers,
following consultation with the Company. Allocations will be confirmed orally
or by email by the Joint Brokers following the close of the Placing. A further
announcement confirming these details will then be made as soon as practicable
following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. Subject (amongst other things) to the passing
of the Resolution, it is expected that settlement of any such shares and
Admission will become effective at 8.00 a.m. on 4 January 2024 and that
dealings in the Placing Shares will commence at that time.
Placing
The Joint Brokers will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Brokers and the Company shall be entitled to effect the Placing by
such alternative method to the Placing as they may, in their discretion,
determine.
The principal terms of the Placing are as follows:
1. The Joint Brokers are arranging the Placing as agent for, and
Joint Brokers of, the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Joint
Brokers.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be determined by
the Joint Brokers, in consultation with the Company, following completion of
the Placing. The results of the Placing, including the number of Placing
Shares, will be announced on a Regulatory Information Service following
completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at either of the Joint Brokers.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe. Bids may be scaled down by the Joint Brokers on
the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Joint Brokers. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by the Joint
Brokers, following consultation with the Company. Each Placee's allocation
will be confirmed to Placees orally, or by email, by the Joint Brokers
following the close of the Placing and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. Oral or emailed
confirmation from either of the Joint Brokers will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Joint Brokers and the Company, under which
it agrees to acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the Articles.
Except with the Joint Broker's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close
of the Placing detailing the results of the Placing and the number of Placing
Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Joint Brokers may choose
not to accept bids and/or to accept bids, either in whole or in part, on the
basis of allocations determined at its discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. The Joint Brokers may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate Placing Shares
after the time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the Joint
Broker's consent, will not be capable of variation or revocation from the time
at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Brokers or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Joint Brokers under the Placing will be subject
to fulfilment of the conditions referred to below "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither the Joint Brokers, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. In particular, neither the Joint Brokers, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Broker's conduct of the
Placing or of such alternative method of effecting the Placing as the Joint
Brokers and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no element
of the Placing is underwritten by the Joint Brokers or any other person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Joint Broker's obligations under the Placing Agreement are conditional
on, inter alia:
1. the Resolution having been duly passed at the General Meeting;
2. the delivery by the Company to the Joint Brokers of certain
documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission;
5. the issue and allotment of the Placing Shares, conditional only
upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 4
January 2024 or such other date and time as may be agreed between the Company
and the Joint Brokers, not being later than 8.00 a.m. on 15 February 2024 (the
"Long Stop Date"); and
7. the Placing Agreement not having been terminated by the Joint
Brokers in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Brokers by the respective time or date where specified (or such later
time or date as the Joint Brokers may notify to the Company, being not later
than the Long Stop Date); (ii) any of such conditions becomes incapable of
being fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.
The Joint Brokers may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that the condition
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Joint Brokers, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Joint Brokers.
Right to terminate the Placing Agreement
The Joint Brokers are entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. if any of the warranties given in the Placing Agreement are not
true and accurate or are misleading in any material respect when given;
2. the Company has failed to comply with its material obligations
under the Placing Agreement in the period prior to Admission;
3. any significant change or new matter arises, or is likely to
arise, as a result of which any of the conditions set out in the Placing
Agreement will not be satisfied or (if possible to be waived) waived by the
requisite time and/or date;
4. there has been any material change in, or any development likely
to involve a prospective material change in, or affecting, the condition
(financial, operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of any Group
Company; or
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political, financial or
economic conditions or currency exchange rates or foreign exchange controls
which in the opinion of the Joint Brokers has a material and adverse effect on
the Placing or otherwise render the Placing temporarily or permanently
impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to Placees in this regard
and that neither the Joint Brokers nor any of its respective affiliates shall
have any liability to Placees whatsoever in connection with any such exercise
or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information contained in
the Announcement (including this Appendix) and the Publicly Available
Information. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has not relied on any other information
(other than the Publicly Available Information), representation, warranty, or
statement made by or on behalf of the Company or the Joint Brokers or any
other person and neither the Joint Brokers, the Company nor any other person
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as having been
authorised by the Joint Brokers, the Company or their respective officers,
directors, employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing. Neither
the Company nor the Joint Brokers are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with the Joint Brokers, stating the number
of Placing Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee (in pounds sterling) and a form of confirmation in
relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Joint Brokers
in accordance with the standing CREST settlement instructions which they have
in place with the Joint Brokers.
Settlement of transactions in the Placing Shares (ISIN: GB0031852162)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Joint Brokers reserves the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by the Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Brokers may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Broker's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Brokers on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the Joint Brokers such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Brokers lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Joint Brokers
nor the Company will be liable in any circumstances for the payment of stamp
duty, stamp duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Joint Brokers for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Joint Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion of the
Joint Brokers and the Joint Brokers need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against the Joint Brokers or the Company, or any of their respective
officers, directors, employees agents or advisers, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Brokers and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Joint Brokers
nor any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent of the
Joint Brokers has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in any member state of
the EEA, or the UK respectively, other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
or the UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the
Joint Brokers to have any duties or responsibilities to such persons similar
or comparable to the duties of "best execution" and "suitability" imposed by
the FCA's Conduct of Business Source Book, and that the Joint Brokers is not
acting for it or its clients, and that the Joint Brokers will not be
responsible for providing the protections afforded to customers of the Joint
Brokers or for providing advice in respect of the transactions described
herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Joint Brokers or the Company or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has it requested
any of the Joint Brokers, the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Joint Brokers nor the Company nor any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Joint Brokers, it is not and
was not acting on a non-discretionary basis for the account or benefit of a
person located within the United States or any US Person at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Joint Brokers or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Joint Brokers;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Joint Brokers, it is a Qualified
Investor;
21. that, unless otherwise agreed by the Joint Brokers, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
22. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the Joint Brokers (or their
respective nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and regulations
of the FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Joint Brokers' (or
their respective nominees') money in accordance with such client money rules
and will be used by the Joint Brokers in the course of its own business and
each Placee will rank only as a general creditor of the Joint Brokers;
24. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
27. that it appoints irrevocably any director of either of the Joint
Brokers as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither the Joint Brokers nor the Company
has considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint Brokers and
their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and the Joint Brokers will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Joint Brokers and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
the Joint Brokers for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Joint Brokers to
provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Joint Brokers shall notify
it of such amendments;
34. that (i) it has complied with its obligations under the Criminal
Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and
Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA and (iii) it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt Practices
Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the United States Department of State; (b) named
on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Joint Brokers such evidence, if any, as to the
identity or location or legal status of any person which the Joint Brokers may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Brokers on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be subscribed for
by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the Joint Brokers may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of
the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stock, broker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the Joint Brokers in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Joint
Brokers;
39. that the Joint Brokers owe no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement;
40. that the Joint Brokers may, in their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares;
42. undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the
Joint Brokers may in their sole discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's Placing Shares;
43. that its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that the Joint Brokers and/or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum; and
44. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Joint Brokers and their respective affiliates will rely upon
the truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint Brokers for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Brokers.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Brokers in the
event that any of the Company and/or the Joint Brokers have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Joint Brokers
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Brokers or by any of its respective affiliates or agents
as to or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
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