REG - Kore Potash PLC - Fundraise to raise approximately US$10.6 million
21/03/2025 14:15
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RNS Number : 7263B Kore Potash PLC 21 March 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR") AND
THE SOUTH AFRICAN FINANCIAL MARKETS ACT 19 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING
OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE
BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE
UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR
INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE
OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF JSE LIMITED
AND THE AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
21 March 2025
Kore Potash Plc
("Kore Potash" or the "Company")
Fundraise to raise approximately US$10.6 million (£8.1 million)
Kore Potash, the potash exploration and development company whose flagship
asset is the 97%-owned Sintoukola Potash Project ("Kola" or the "Kola
Project"), located within the Republic of Congo ("RoC"), is pleased to
announce it has conditionally raised approximately US$10.1 million (£7.7
million), before expenses, by way of a placing (the "Placing") and direct
subscriptions (the "Subscription") of new ordinary shares ("New Ordinary
Shares") in the Company at a price of 1.7 pence per share (the "Placing
Price") with certain eligible existing shareholders and new institutional and
other investors (the Placing and the Subscription together being the
"Fundraise").
Kore Potash is currently in a close period that restricts Directors and senior
management from trading in the Company's shares pending the notification of
the audited results for the year ended 31 December 2024 ("Results"), which are
expected to be notified on or about 31 March 2025. Subject to any regulatory
requirements, it is the intention of David Hathorn, Chairman, to subscribe for
new ordinary shares of the Company at the Placing Price for a consideration of
US$0.5 million (£0.38 million) (the "Proposed PDMR Subscription") as soon as
practicable following the notification of the Results on the same terms as the
Fundraise, subject to shareholder approval at a general meeting of
shareholders to be held in due course. The Proposed PDMR Subscription would
provide US$0.5m of additional working capital in addition to the funds raised
through the Placing and Subscription.
SP Angel Corporate Finance LLP ("SP Angel") and Shore Capital Stockbrokers
Limited ("Shore Capital") are acting as joint UK bookrunners ("Bookrunners")
in connection with the Fundraise. Kela Securities (Pty) Ltd are coordinating
the South African element of the Fundraise.
Highlights
· The proceeds of the Fundraise will be utilised as follows:
Use of Funds US$
Payment to PowerChina International Group Limited:
2022 and 2023 optimization work outstanding balance 800,000
Early Works Agreement 5,000,000
Environmental and Social Impact Assessment ("ESIA") update 850,000
Advisory/Legal Costs 150,000
Working Capital & Fundraise Cost 3,300,000
Total: 10,100,000
· Placees participated in the Placing on and subject to, the terms and
conditions set out in the appendix to this announcement.
· The Directors believe the net proceeds of the Fundraise will provide
sufficient working capital for the Company to implement its strategy for at
least the next 7 months.
· The New Ordinary Shares proposed to be issued pursuant to the Placing
and the Subscription will be issued within the Company's existing ASX Listing
Rule 7.1 capacity.
· Certain South African investors, who fall within the exemptions set
out in section 96(1)(a) and/or (b) of the South African Companies Act 71 of
2008 ("South African Companies Act") have agreed to participate in the
Subscription under the South African Reserve Bank approval received on 19
September 2024 for up to US$10million.
· Harlequin Investments Ltd (a Substantial Shareholder as defined under
the AIM Rules, and a Company in which David Stevens is an associate) has
agreed to participate in the Fundraise, subscribing for 13,586,957 New
Ordinary Shares with a total value of approximately US$0.3 million (£0.23
million). For ASX purposes, this transaction falls outside the scope of
listing rule 10.11.3.
· The Company's two largest shareholders, the Oman Investment Authority
("OIA") and Sociedad Quimica y Minera ("SQM") have been offered the
opportunity to subscribe for new ordinary shares in the Company at the Placing
Price, in order to preserve their respective shareholdings in the Company. OIA
and SQM have up to 20 business days to inform the Company if they intend to
subscribe and such participation would be a related party transaction for the
purposes of AIM Rule 13. Any participation by OIA and SQM would be in addition
to funds raised via the Fundraise and would be subject to shareholder approval
at a general meeting of shareholders as required under ASX listing rule
10.11.3.
· The New Ordinary Shares will rank equally with the Company's existing
Ordinary Shares.
· The Placing is conditional on the Subscription completing.
Directors and related parties' participation
As a Substantial Shareholder, Harlequin Investments Ltd's participation in the
Fundraise is deemed to be a related party transaction for the purposes of AIM
Rule 13. The directors of the Company, having consulted with the Company's
nominated adviser, SP Angel, consider that the terms of Harlequin's
participation in the Fundraise are fair and reasonable insofar as Shareholders
are concerned.
As a director, David Hathorn's intended participation in the Proposed PDMR
Subscription is deemed to be a related party transaction for the purposes of
AIM Rule 13. The directors of the Company, other than David Hathorn, having
consulted with the Company's nominated adviser, SP Angel, consider that the
terms of the Proposed PDMR Subscription are fair and reasonable insofar as
Shareholders are concerned.
Background
On 6 April 2021, Kore Potash announced the signing of a non-binding Memorandum
of Understanding ("MoU") with the Summit Consortium ("Summit") to arrange the
full financing required for the construction of the Kola Project.
On 19 November 2024, Kore Potash executed the Engineering, Procurement and
Construction contract ("EPC") for the Kola Project with PowerChina
International Group Limited ("PowerChina"). Prior to the EPC, two studies had
been completed by the Company: the Kola Definitive Feasibility Study ("DFS")
in January 2019 and the Kola Project Optimisation Study ("Optimisation Study")
in June 2022, details of both of which have been released to AIM, JSE and ASX
on 29 January 2019 and 28 June 2022 respectively.
Following signing of the EPC contract, the Company undertook an exercise to
optimise the DFS to account for the EPC contract, including updating the Kola
production schedule and the forecast financial information. The Company
completed its review of the Optimised DFS, with the results summarised in an
announcement on 27 February 2025, the highlights of the aforementioned
announcement were as follows:
· Capital cost of US$2.07 billion (nominal basis) on a signed fixed
price EPC basis, including owner's costs.
· Assumed construction start date of 1 January 2026, with construction
period of 43 months.
· Kola designed with a nameplate capacity of 2.2 million tonnes per
annum ("Mtpa") of Muriate of Potash ("MoP").
· Average MoP production per year of 2.2 Mtpa of MoP for total MoP
production of 50Mt over a 23-year life of mine.
· Average cost of MoP delivered to Brazil is US$128/t. Based on an
independent MoP market study commissioned by the Company, management considers
Kore Potash is projected to become one of the lowest cost producers in the
global agricultural market to Brazil.
· Average annual EBITDA is approximately US$733 million. Kore Potash is
projected to continue to enjoy a very high average EBITDA margin of 74%.
· Key financial metrics, at MoP CFR Brazil pricing averaging
US$449/tonne and on a 90% attributable basis (reflecting Kore's future holding
of 90% and the RoC government 10%):
- Kola NPV10% (real) post-tax US$1.7 billion
- IRR 18% (real) on ungeared post-tax basis
· Kola is designed as a conventional mechanised underground potash mine
with shallow shaft access. Ore from underground is transported to the
processing plant via an approximately 25.5 km long overland conveyor. After
processing, the finished product is conveyed 8.5 km to the marine export
facility. MoP transferred from the storage area onto barges via a dedicated
barge loading jetty before being transhipped into ocean-going vessels for
export.
In line with the MoU with the Summit Consortium and, following the execution
of the EPC Contract, the financiers in the Summit Consortium are targeting to
deliver a non-binding financing term sheet by 31 March 2025. This term sheet
will be subject to the completion of detailed and definitive legal
documentation.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the 455,734,110 New
Ordinary Shares which are being issued pursuant to the Placing and
Subscription to be admitted to trading on AIM and application has also been
made for such shares to be admitted to trading on JSE Limited and ASX
("Admission"). It is expected that Admission to the AIM market of the London
Stock Exchange will take place at 8.00 a.m. on or about 27 March 2025.
Application
Following Admission and the issue of the 455,734,110 New Ordinary Shares, the
Company's issued share capital will consist of 4,833,604,071 Ordinary Shares.
Accordingly, following Admission the total number of voting rights in the
Company will be 4,833,604,071. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
For the purposes of this announcement, the following exchange rates have been
used:
1 GBP = US$ 1.2988
This announcement has been approved by the Board of Kore Potash plc.
Enquiries:
Kore Potash Tel: +44 (0) 20 3963 1776
Andre Baya - CEO
Andrey Maruta - CFO
SP Angel - Nomad, Joint Broker and Joint Bookrunner Tel: +44 (0) 20 7470 0470
Ewan Leggat
Charlie Bouverat
Shore Capital - Joint Broker and Joint Bookrunner Tel: +44 (0) 20 7408 4050
Toby Gibbs
James Thomas
Tavistock Communications
Tel: +44 (0) 20 7920 3150
Emily Moss
Nick Elwes
Questco Corporate Advisory - JSE Sponsor Tel: +27 (63) 482 3802
Done Hattingh
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains inside
information for the purposes of the UK version of the EU Market Abuse
Regulation (EU 596/2014) ("UK MAR") and is disclosed in accordance with the
Company's obligations under MAR. The person who arranged for the release of
this announcement on behalf of Kore Potash plc was David Hathorn, Chairman.
Important Notices
This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The distribution of this announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Shore Capital or SP Angel that would permit an offering
of such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Shore Capital and SP Angel to
inform themselves about, and to observe such restrictions.
This announcement does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy any
Ordinary Shares or other securities of the Company to any person in Australia.
This announcement is not, and does not purport to be, a document containing
disclosures to investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) and will not be filed with and has not been
reviewed or approved by the Australian Securities and Investments Commission.
This announcement contains no "offer to the public" and does not constitute a
"registered prospectus" as such expressions are defined in Chapter 4 of the
South African Companies Act. This announcement does not constitute a
pre-listing statement prepared in accordance with the JSE Limited's Listings
Requirements.
This announcement is being 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 SP Angel, Shore Capital, nor any of their affiliates or agents (or
any of their respective directors, officers, employees or advisers) for the
contents of this announcement, or any other written or oral information made
available to or publicly available to any interested party or its advisers, or
any other statement made or purported to be made by or on behalf of SP Angel,
Shore Capital or any of their affiliates in connection with the Company or the
Fundraise and any responsibility therefor is expressly disclaimed. 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
SP Angel, Shore Capital, or any of their affiliates, agents, directors,
officers or employees 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.
Forward-looking statements
Certain statements, beliefs and opinions in this announcement are
forward-looking, which reflect the Company's or, as appropriate, the Company's
directors' current expectations and projections about future events. By
their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions that could cause actual results or events to
differ materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could adversely
affect the outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this announcement regarding
past trends or activities should not be taken as a representation that such
trends or activities will continue in the future. Except as required by
applicable law or regulation, the Company does not undertake any obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. You should not place undue reliance
on forward-looking statements, which speak only as of the date of this
document.
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"), including its enactment under UK domestic law by virtue
of the EUWA ("UK MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II and UK 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" (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 by
SP Angel and Shore Capital, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "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 offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or UK MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Further notices
SP Angel, which is authorised and regulated by the Financial Conduct Authority
("FCA") in the United Kingdom, is acting exclusively for the Company as
Bookrunner and Nominated Adviser and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to the customers
of SP Angel or for providing advice in relation to the matters described in
this announcement. SP Angel has not authorised the contents of, or any part
of, this announcement, and no liability whatsoever is accepted by SP Angel for
the accuracy of any information or opinions contained in this announcement or
for the omission of any material information. The responsibilities of SP Angel
as the Company's Nominated Adviser under the AIM Rules for Companies and the
AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc
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. SP Angel will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Fundraise or any other matters referred to in this
announcement.
Shore Capital is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for the Company as Bookrunner and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Shore Capital or for providing advice in relation
to the matters described in this announcement. Shore Capital has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Shore Capital for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information.
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.
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 SP Angel or Shore Capital or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.
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 New Ordinary Shares. Any investment decision to buy New
Ordinary Shares in the Placing must be made on the basis of the terms and
conditions set out in the Appendix to this announcement. The price of Ordinary
Shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
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: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
(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, or the
republic of south africA (SAVE WHERE IN COMPLIANCE WITH APPLICABLE LAWS) OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR
INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE
OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JSE
LIMITED AND THE AUSTRALIAN SECURITIES EXCHANGE.
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) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNERS,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS
REGULATION"); AND (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 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) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B), AND (C) ABOVE
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.THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND THE
BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
Persons who seek to participate in the Placing must inform themselves about
and observe any such restrictions and must be persons who are able to lawfully
receive this Announcement in their jurisdiction (all such persons being
"Relevant Persons"). Prospective investors must inform themselves as to: (a)
the legal requirements within their own countries for the purchase, holding,
transfer, redemption or other disposal of the Placing Shares; (b) any foreign
exchange restrictions applicable to the purchase, holding, transfer,
redemption or other disposal of the Placing Shares which they might encounter;
and (c) the income and other tax consequences which may apply in their own
countries as a result of the purchase, holding, transfer, redemption or other
disposal of the Placing Shares. This Announcement does not constitute an offer
to sell, or the solicitation of an offer to acquire or subscribe for, Placing
Shares in any jurisdiction where such offer or solicitation is unlawful or
would impose any unfulfilled registration, qualification, publication or
approval requirements on the Company or Shore Capital or SP Angel. The offer
and sale of Placing Shares has not been and will not be registered under the
applicable securities laws of the United States of America, Canada, Australia,
South Africa, the Republic of Ireland or Japan. Subject to certain exemptions,
the Placing Shares may not be offered to or sold within United States of
America, Canada, Australia, South Africa, the Republic of Ireland or Japan or
to any national, resident or citizen of the United States of America, Canada,
Australia, South Africa, the Republic of Ireland or Japan.
The Ordinary Shares have not been, and will not be, registered under the
United States Securities Act of 1933 ("US Securities Act"), or the securities
laws of any other jurisdiction of the United States. The Placing Shares may
not be offered or sold, directly or indirectly, in or into the United States
(except pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the US Securities Act). No public offering of the
Placing Shares is being made in the United States. The Placing Shares are
being offered and sold only outside the United States in "offshore
transactions" within the meaning of, and in reliance on, Regulation S under
the US Securities Act ("Regulation S"). The Placing Shares have not been
approved or disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or any other
regulatory authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing or the accuracy or
adequacy of the information contained in this Announcement (including the
Appendix). Any representation to the contrary is a criminal offence 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 or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
This Announcement does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy any Placing
Shares or other securities of the Company to any person in Australia. This
Announcement is not, and does not purport to be a document containing
disclosures to investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) ("Corporations Act") and will not be filed with
and has not been reviewed or approved by the Australian Securities and
Investments Commission.
This document does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy, Placing
Shares to any person in Australia. Any offer in Australia of the Placing
Shares may only be made to persons (the "Exempt Investors") who are
"sophisticated investors" (within the meaning of section 708(8) of the
Corporations Act), "professional investors" (within the meaning of section
708(11) of the Corporations Act) or otherwise pursuant to one or more
exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the ordinary shares without disclosure to investors under
Chapter 6D of the Corporations Act.
The Placing Shares applied for by Exempt Investors in Australia must not be
offered for sale in Australia in the period of 12 months after the date of
allotment under the offering, except in circumstances where disclosure to
investors under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act or
otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act. Any person acquiring Placing
Shares must observe such Australian on-sale restrictions.
This Announcement applies to persons who have been invited to and have
chosen to participate in the Placing, by making an oral or written offer to
subscribe for Placing Shares to Shore Capital or SP Angel, who are acting for
and on behalf of the Company (each a "Placee"). Each Placee hereby agrees with
the Bookrunners to be legally and irrevocably bound by the terms and
conditions set out in this Appendix, which will be the terms and conditions on
which the Placing Shares will be acquired in the Placing. Each Placee will be
deemed to have read and understood this Announcement and to be providing the
warranties, representations, acknowledgements and undertakings contained in
this Announcement.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The Company is conducting direct subscriptions for certain additional new
ordinary shares in the Company which will be issued at the Placing Price to
certain eligible existing and new investors in South Africa and the UK ("the
Subscription") which will be admitted to trading on the JSE Limited, AIM, and
ASX. The Subscription will complete at the time of the Placing.
Terms of the Placing
SP Angel and Shore Capital have entered into the Placing Agreement with the
Company under which SP Angel and Shore Capital have conditionally agreed on
the terms and subject to the conditions set out therein, as agents for the
Company, to use their reasonable endeavours to procure placees for the Placing
Shares at the Placing Price with certain institutional investors. The Placing
is not being underwritten by SP Angel or Shore Capital or any other person.
The Placing Shares are being placed at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Company's existing Ordinary Shares,
including the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of the Company's existing Ordinary
Shares after the date of issue of the Placing Shares.
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.
Applications for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares and Subscription Shares to trading on AIM.
It is expected that settlement of the Placing Shares, Subscription Shares and
Admission to the AIM market of the London Stock Exchange will take place on or
about 8:00 am on 27 March 2025 and no later than 30 April 2025 and that
dealings in the Placing Shares and Subscription Shares on AIM will commence at
the same time.
Participation in, and principal terms of, the Placing
1. SP Angel and Shore Capital are acting as joint brokers and joint
bookrunners to the Placing, as agents for and on behalf of the Company. SP
Angel and Shore Capital are regulated by the FCA. SP Angel and Shore Capital
are acting exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to the customers
of SP Angel or Shore Capital or for providing advice in relation to the
matters described in this Announcement.
2. SP Angel and Shore Capital are arranging the Placing as agents for and
brokers of the Company.
3. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by SP Angel or Shore Capital.
Shore Capital and its affiliates are entitled to enter bids in the Placing as
principal.
4. Each Placee's allocation will be confirmed to Placees orally, or by
email, by SP Angel or Shore Capital, and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. An oral or emailed
confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of SP Angel and the Company or Shore Capital and the Company, under which it
agrees to subscribe for the number of Placing Shares allocated to it and to
pay the Placing Price in respect of each such share on the terms and
conditions set out in this Appendix (which are deemed to be incorporated in
such trade confirmation or contract note) and in accordance with the Company's
Articles of Association.
5. Participation in the Placing is made on the terms and subject to the
conditions in this Announcement and will be legally binding on the Placee on
behalf of which it is made and, except with the consent of SP Angel and Shore
Capital, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to SP Angel or Shore Capital to pay to SP Angel or
Shore Capital (or as each firm may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares for which
such Placee has agreed to subscribe. Each Placee's obligations will be owed to
SP Angel or Shore Capital.
6. Except as required by law or regulation, no press release or other
announcement will be made by SP Angel, Shore Capital 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.
7. 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 "Settlement".
8. All obligations under the Placing will be subject to fulfilment of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
9. 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.
10. To the fullest extent permissible by law and the applicable rules of the
FCA, neither SP Angel nor Shore Capital nor any of their affiliates 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 this Announcement) in
respect of the Placing. Each Placee acknowledges and agrees that the Company
is responsible for the allotment of the Placing Shares to the Placees and
compliance with all applicable laws and regulations of the United Kingdom,
Australia and South Africa in effecting the Placing and SP Angel and Shore
Capital shall not have any liability to the Placees for the failure of the
Company to fulfil those obligations or for any breaches of such laws and
regulations. In particular, neither SP Angel nor Shore Capital nor any of
their affiliates shall have any liability (including to the extent permissible
by law, any fiduciary duties) in respect of SP Angel's or Shore Capital's
conduct of the Placing (in whole or in part) .
Conditions of the Placing
Completion of the Placing is in all respects conditional upon, inter alia:
(a) the Placing Agreement becoming unconditional in all respects and not
having been terminated in accordance with its terms;
(b) the Subscription Agreements having been entered into and not having been
terminated and the funds in respect of the Subscription Shares having been
received in cleared funds by the Company or its nominee;
(c) none of the warranties or undertakings in the Placing Agreement being
untrue, inaccurate or misleading as at the date of the Placing Agreement and
immediately prior to Admission becoming effective on the date of the Admission
by reference to the facts and circumstances then subsisting;
(d) the Company having complied with its obligations and having satisfied
all conditions under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission; and
(e) admission of the Placing Shares and Subscription Shares to trading on
AIM having become effective by no later than 8.00 a.m. (London time) on 27
March 2025 or such later time and/or date as the Company, SP Angel and Shore
Capital may agree, but in any event being no later than 8.00 a.m. on 30 April
2025 ("Admission").
Right to terminate under the Placing Agreement
The Placing Agreement contains certain warranties and indemnities from the
Company, in each case for the benefit of SP Angel and Shore Capital.
SP Angel and Shore Capital may, in their absolute discretion, at any time
before Admission (in respect of the Placing), terminate its obligations under
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
(a) a breach of the warranties given by the Company in the
Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in SP Angel's opinion or Shore Capital's opinion, there has
been a specified event or material adverse change in the financial position
and/or prospects of the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of SP Angel or Shore Capital, will or is likely to be prejudicial to
the Group or the Placing.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunners that (i) the exercise by the Bookrunners of any right of
termination or of any other discretion under the Placing Agreement shall be
within the absolute discretion of the Bookrunners and that they need not make
any reference to, or consult with, Placees and that they (nor any of them)
shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and obligations
terminate only in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by it .
Neither the Company nor SP Angel nor Shore Capital owes any fiduciary duty to
any Placee in respect of the representations, warranties, undertakings or
indemnities in the Placing Agreement.
Settlement
Following the release of this announcement, 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 SP Angel or Shore
Capital, stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to SP Angel or Shore Capital
(in GBP) and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions that it has in place with SP Angel or Shore Capital.
Settlement of transactions in the Placing Shares (ISIN: GB00BYP2QJ94)
following Admission will take place within the CREST system, subject to
certain exceptions.
It is expected that settlement through CREST of the Placing Shares will take
place on 27 March 2025. The Admission and settlement may occur at an earlier
date. Settlement will be on a delivery versus payment basis. However, in the
event of any difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company, SP Angel
and Shore Capital may agree that the Placing Shares should be issued in
certificated form. SP Angel and Shore Capital reserve the right to require
settlement for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's jurisdiction.
Each Placee is deemed to agree that, if it does not comply with these
obligations, SP Angel or Shore Capital may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds, for SP Angel's or Shore Capital'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 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 SP Angel or Shore Capital all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which SP Angel or Shore Capital lawfully take in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note 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. Placees will not be
entitled to receive any fee or commission in connection with the Placing
Further Terms, Confirmations and Warranties relative to the Placing
By participating in the Placing, each Placee (and any person acting on their
behalf) makes the following confirmations, acknowledgements, warranties and/or
undertakings to the Bookrunners and the Company and their respective
directors, agents and advisers:
1. it represents and warrants that it has read and understood
this Announcement, including the 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. it acknowledges that no offering document, admission
document or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not receive a
prospectus, admission document or other offering document in connection
therewith;
3. it acknowledges that the Company's existing Ordinary Shares
are admitted to trading on AIM, the Australian Securities Exchange (in the
form of CHESS Depository Interests) and the JSE Limited, and the Company is
therefore required to publish certain business and financial information in
accordance with the continuous disclosure requirements for companies with
securities admitted to trading on those exchanges, including (without
limitation), the AIM Rules, UK version of the EU Market Abuse Regulation (EU)
Regulation 596/2014 ("UK MAR"), the ASX Listing Rules and the JSE Listings
Requirements (all such information published by the Company being,
collectively, the "Exchange Information");
4. it acknowledges that neither SP Angel nor Shore Capital nor
the Company, nor any of their respective affiliates or any person acting on
behalf of any of them nor anyone else has provided, and will not provide it,
with any material regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of SP Angel or Shore Capital or the
Company, any of their respective affiliates or any person acting on behalf of
any of them nor anyone else to provide it with any such information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that neither SP Angel nor
Shore Capital nor any of its affiliates or any person acting on behalf of any
of them nor anyone else has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the Company, and will
not be liable for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by SP Angel or Shore
Capital or the Company nor anyone else, or, if received, it has not relied
upon any such information, representations, warranties or statements
(including any management presentation that may have been received by any
prospective Placee) and neither SP Angel nor Shore Capital nor the Company nor
anyone else will be liable for any Placee's decision to accept an invitation
to participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and it will
not rely on any investigation that SP Angel or Shore Capital, or their
respective affiliates or any person acting on behalf of any of them or anyone
else has or may have conducted;
6. it acknowledges that neither SP Angel nor Shore Capital nor
any of their affiliates or any person acting on behalf of any of them has or
shall have any liability for the Exchange Information, any publicly available
or filed information or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
7. it represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant Regulation S
under the Securities Act;
8. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each case, it
exercises sole investment discretion, for investment purposes and not with a
view to any distribution or for resale in connection with, the distribution
thereof in whole or in part, in the United States and that it has full power
to make the acknowledgements, representations and agreements herein on behalf
of each such account;
9. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other United States regulatory authority, and agrees not
to 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;
10. unless otherwise specifically agreed in writing with Shore
Capital or SP Angel, it represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a national or resident of the
United States, Australia, Canada, Japan or the Republic of South Africa, and
that it will not offer, sell, renounce, transfer or deliver, directly or
indirectly, any of the Placing Shares in United States, Australia, Canada,
Japan or the Republic of South Africa or to or for the benefit of any person
resident in United States, Australia, Canada, Japan or the Republic of South
Africa;
11. it acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United States,
Australia, Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within those jurisdictions;
12. it represents and warrants that the allocation, allotment,
issue and delivery to it, or the person specified by it for registration as
holder, of Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer
Placing Shares into a clearance system;
13. it represents and warrants that: (i) it has complied with its
obligations in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (ii) 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; (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, 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 SP Angel or
Shore Capital such evidence, if any, as to the identity or location or legal
status of any person which SP Angel or Shore Capital 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 SP Angel or Shore Capital on the basis that any failure by
it to do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as SP Angel or Shore Capital may decide at their sole
discretion;
14. it represents and warrants that, to the extent it has received
any inside information (for the purposes of UK MAR and section 56 of the
Criminal Justice Act 1993) in relation to the Company and its securities, it
has not: (a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside information to
any person, prior to the information being made publicly available;
15. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected securities
(as defined in FSMA) which makes it an "insider" for the purposes of Part V of
FSMA and UK MAR, and it agrees not to deal in any securities of the Company
until such time as the inside information (as defined in FSMA) of which it has
been made aware has been made public for purposes of FSMA or it has been
notified by SP Angel or Shore Capital or the Company that the proposed Placing
will not proceed and any unpublished price sensitive information of which it
is aware has been publicly announced, and, other than in respect of its
knowledge of the proposed Placing, it has neither received nor relied on any
confidential price sensitive information concerning the Company or the Placing
Shares;
16. if a financial intermediary, as that term is used in Article
1(4) of the EU Prospectus Regulation (which forms part of the UK Prospectus
Regulation), it represents and warrants that the Placing Shares purchased by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a Member State of the European Economic Area which has implemented the
Prospectus Regulation other than Qualified Investors, or in circumstances in
which the prior consent of SP Angel or Shore Capital has been given to the
offer or resale;
17. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from Admission, will
not offer or sell any Placing Shares to persons in the United Kingdom, except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United Kingdom within
the meaning of section 85(1) of the Financial Services and Markets Act 2000
(FSMA);
18. it represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the European Economic
Area prior to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in any member state of the European Economic Area within the meaning of the
Prospectus Regulation;
19. it represents and warrants 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 the FSMA) relating to the Placing Shares
in circumstances which do not require the approval of the communication by an
authorised person under section 21(1) of the FSMA;
20. it represents and warrants that it has complied and will
comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom;
21. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Shore Capital in writing, it represents and
warrants that it is a Qualified Investor within the meaning of the EU
Prospectus Regulation;
22. if in the United Kingdom, it represents and warrants that it
is a person: (i) that is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation (which forms part of the UK Prospectus
Regulation); (ii) who is an investment professionals within the meaning of
Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D)
("High Net Worth Companies, Unincorporated Associations, etc.") of the Order;
or (iii) to whom this Announcement may otherwise be lawfully communicated;
23. if in Australia, it is a "wholesale investor" being a
sophisticated or experienced investor meeting the criteria in sections 708(8)
or (10) of the Australian Corporations Act 2001 (the "Corporations Act") or a
"professional investor" (in each case as defined in the Corporations Act) or
does not otherwise require disclosure pursuant to one or more exemptions
contained in section 708 of the Corporations Act so that it is lawful to
offer the Placing Shares without disclosure to investors under Chapter 6D of
the Corporations Act;
24. it is not acquiring the Placing Shares for the purposes of
selling or transferring them, or granting, issuing or transferring interests
in, or options or warrants over, them, within Australia within the period of
12 months after the date of allotment except in circumstances where disclosure
to investors under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act or
otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act;
25. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
26. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that 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 Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by either SP Angel or Shore Capital;
27. it undertakes that it (and any person acting on its behalf)
will make payment for 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 subscribers or sold as SP
Angel or Shore Capital may in its sole discretion determine and without
liability to such Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing Shares and
may be required to bear the liability for any stamp duty or stamp duty reserve
tax or security transfer tax (together with any interest or penalties due
pursuant to or referred to in these terms and conditions) which may arise upon
the placing or sale of such Placee's Placing Shares on its behalf;
28. it acknowledges that neither SP Angel nor Shore Capital nor
their affiliates, or any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of SP Angel or Shore Capital and that
SP Angel and Shore Capital do not have any duties or responsibilities to it
for providing the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself or (ii)
its nominee, as the case may be. Neither Shore Capital, SP Angel nor the
Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company, SP Angel and Shore Capital in
respect of the same on the basis that the Placing Shares will be allotted to
the CREST stock account of SP Angel or Shore Capital who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
30. 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, SP Angel or Shore Capital in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
31. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
32. it agrees it will be bound by the terms of the Company's
Articles of Association;
33. it agrees that the Company, Shore Capital, SP Angel and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to Shore Capital and SP Angel on their own behalf and on behalf of
the Company and are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby;
34. it agrees to indemnify on an after-tax basis and hold the
Company, SP Angel and Shore Capital 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 Announcement and further agrees that the provisions of this Announcement
shall survive after completion of the Placing;
35. it acknowledges that no action has been or will be taken by
any of the Company, SP Angel or Shore Capital or any person acting on behalf
of the Company, SP Angel or Shore Capital that would, or is intended to,
permit a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
36. it acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and is aware that it may be required to bear, and
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. It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved; and
37. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or contract
note will continue notwithstanding any amendment that may in future be made to
the terms of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's
conduct of the Placing.
The representations, warranties, acknowledgments and undertakings contained in
this Announcement are given to SP Angel and Shore Capital for themselves and
on behalf of the Company and are irrevocable.
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or the persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
Such agreement 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, SP Angel, nor Shore Capital 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, SP Angel and Shore Capital in the event that any of the
Company and/or SP Angel and/or Shore Capital has 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 SP Angel or Shore Capital 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 by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
SP Angel and Shore Capital do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that SP Angel and Shore Capital or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Shore
Capital, any money held in an account with Shore Capital on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Shore Capital's money in accordance with the
client money rules and will be used by Shore Capital in the course of their
own business and the Placee will rank only as a general creditor of Shore
Capital.
All times and dates in this Announcement may be subject to amendment. SP Angel
or Shore Capital shall notify the Placees and any person acting on behalf of
the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"AIM Rules for Nominated Advisers" the "AIM Rules for Nominated Advisers" published by the London Stock Exchange
governing the eligibility and ongoing responsibilities of and certain
disciplinary matters in relation to Nominated Advisers, as amended or reissued
from time to time
"Announcement" this Announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix
"Bookrunners" together, SP Angel and Shore Capital
"Business Day" a day (excluding Saturdays and Sundays) on which banks are generally open for
normal banking business
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
"Company" Kore Potash plc, a company incorporated and registered in England and Wales
under the Companies Act 1985 with registered number 06838738
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" the directors of the Company, or any duly authorised committee thereof
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EUWA" The European Union (Withdrawal) Act 2018 (As Amended)
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
" Fundraise" the fundraise comprising the Placing and the Subscription
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Fundraise
"Ordinary Shares" ordinary shares in the capital of the Company having a nominal value of
US$0.001 each
"Placee" any person that has conditionally agreed to subscribe for the Placing Shares
"Placing" the conditional placing of the Placing Shares at the Placing Price by SP Angel
and Shore Capital, each as agent on behalf of the Company, in accordance with
Placing Agreement
"Placing Agreement" the conditional agreement dated 21 March 2025 and made between the Company, SP
Angel and Shore Capital in relation to the Fundraise
"Placing Price" the price per share at which the New Ordinary Shares are to be issued pursuant
to the Fundraise, being 1.7 pence
"Placing Shares" up to 25,882,350 new Ordinary Shares to be issued at the Placing Price
pursuant to the Placing
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Regulation S" Regulation S promulgated under the Securities Act
"Shareholders" holders of Ordinary Shares from time to time
"Shore Capital" Shore Capital Stockbrokers Limited, the Company's joint broker and joint
bookrunner in connection with the Placing
"SP Angel" SP Angel Corporate Finance LLP, the Company's nominated adviser in connection
with the Fundraise and joint broker and joint bookrunner in connection with
the Placing
"Subscription" the conditional subscription for the Subscription Shares to certain eligible
existing and new investors ("Subscribers") at the Placing Price, which does
not include, for the avoidance of doubt, the Proposed PDMR Subscription
"Subscription Shares" 429,851,760 new Ordinary Shares to be issued at the Placing Price pursuant to
the Subscription on the terms of the Subscription Agreements
"Subscription Agreements" the individual agreements entered into between the Company and the Subscribers
containing the terms and conditions on which they have agreed to subscribe for
the applicable Subscription Shares pursuant to the Subscription
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
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