REG - London BTC Company - Proposed Capital Raising
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RNS Number : 4370Q London BTC Company Limited 09 July 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN LONDON BTC COMPANY LIMITED OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION IN RESPECT OF LONDON BTC COMPANY LIMITED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
9 July 2025
London BTC Company Limited
(or the "Company")
Proposed Capital Raising to Raise Between £1m and £5m
The Company is pleased to announce a proposed capital raising (the "Capital
Raising") to raise a minimum of £1,000,000 and up to £5,000,000 through the
issue of new ordinary shares of no par value ("Ordinary Shares") at an issue
price of 13 pence per share (the "Issue Price").
The Capital Raising is being conducted by way of a placing of a minimum of
7,692,308 new Ordinary Shares (the "Placing Shares") at the Issue Price to
raise a minimum of approximately £1 million (before expenses) (the
"Placing").
Clear Capital Markets Limited is acting as bookrunner (the "Bookrunner" or
"Broker") in connection with the Placing.
The final number of Placing Shares will be determined by the Bookrunner, in
consultation with the Company, at the close of the Bookbuild (as defined
below) and the result of the Placing will be announced as soon as practicable
thereafter.
Capital Raising Highlights
- Capital Raising to raise between £1,000,000 and £5,000,000
(before expenses) through the issue of not less than 7,692,308 Placing Shares
(the "Capital Raising Shares") in aggregate at the Issue Price.
- The Issue Price is equal to a 10.34% discount to the closing
bid-price on 9 July 2025, being the latest practicable date prior to the
publication of this Announcement.
- The final number of Placing Shares will be determined by the
Bookrunner, in consultation with the Company, at the close of the Bookbuild
and the result of the Placing (including the final number of Placing Shares)
will be announced as soon as practicable thereafter. The timing for the close
of the Bookbuild and the allocation of the Placing Shares will be determined
by the Bookrunner (in consultation with the Company).
- The Placing is subject to the terms and conditions set out in
Appendix II to this announcement (this "Announcement"). The appendices to this
announcement (the "Appendices") forms part of this Announcement.
- The Capital Raising is not being underwritten.
Further details on the Placing
The Bookrunner will commence an accelerated bookbuilding process in respect of
the Placing immediately following the publication of this Announcement (the
"Bookbuild").
The timing of the closing of the book and allocations are at the discretion of
the Bookrunner (who will consult with the Company). Details of the final
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Capital Raising Shares if issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares of the Company,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Application will be made for the Capital Raising Shares to be admitted to
trading on Main Market of the London Stock Exchange PLC ("Admission").
Settlement of the Capital Raising Shares and Admission are expected to take
place on or around 8.00 a.m. on 16 July 2025 or such other date and time as
may be agreed between the Company and Bookrunner, not being later than 8.00
a.m. on 01 August 2025 (the "Long Stop Date").
The Placing is conditional, among other things, upon Admission becoming
effective. Appendix II sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
Use of proceeds
- To support mining operations through purchase of equipment;
- To purchase additional bitcoin;
- For working capital purposes; and
- To assist with fees in connection with the proposed Nasdaq
listing
Bitcoin Holdings
As at the date of this announcement the Company holds 65.03 Bitcoin.
Expected Timetable for the Capital Raising
2025
Announcement of the Capital Raising 9 July
Announcement of the results of the Placing 10 July
Expected Admission and commencement of dealings in the Capital Raising Shares 8.00 a.m. on 16 July
CREST stock accounts expected to be credited for the Capital Raising Shares 8.00 a.m. on 16 July
(where applicable)
Posting of share certificates for the Capital Raising Shares by the Registrar by no later than 16 July
(where applicable)
Each of the times and dates above refer to London time and are subject to
change. Any such
change will be notified by an announcement through a Regulatory Information
Service
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement and the detailed Terms and Conditions described
in the Appendices. By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this announcement in its entirety
(including the Appendices) and to be making such offer on the terms and
subject to the conditions of the Placing, and to be providing the
representations, warranties and acknowledgements contained in the Terms and
Conditions.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Enquiries
London BTC Company Limited
Hew Rattray (CEO) hewie@ldnbtc.com (mailto:hewie@ldnbtc.com)
Rob Scott (Finance Director) rob@ldnbtc.com (mailto:rob@ldnbtc.com)
David Lenigas (Chairman) david@ldnbtc.com (mailto:david@ldnbtc.com)
Clear Capital Markets Limited (Bookrunner and Placing Agent)
Bob Roberts
bobroberts@clear-cm.co.uk (mailto:bobroberts@clear-cm.co.uk)
0203 869 6081
Ryan Thompson
ryanthompson@clear-cm.co.uk (mailto:ryanthompson@clear-cm.co.uk)
0203 984 4220
Square1 Consulting (Financial PR) david.bick@square1consulting.co.uk (mailto:david.bick@square1consulting.co.uk)
David Bick +44 (0) 20 7929 5599
+44 (0) 7831 381201
IMPORTANT NOTICES
Important Notices - London BTC Company Limited
London BTC Company Limited (the "Company") intends to hold treasury reserves
and surplus cash in bitcoin. Bitcoin is a type of cryptocurrency or
cryptoasset. Whilst the Board of Directors of the Company considers holding
bitcoin to be in the best interests of the Company, the Board remains aware
that the financial regulator in the UK (the "Financial Conduct Authority" or
"FCA") considers investment in bitcoin to be high risk. At the outset, it is
important to note that an investment in the Company is not an investment in
bitcoin, either directly or by proxy. However, the Board of Directors of the
Company consider bitcoin to be an appropriate store of value and growth for
the Company's reserves and, accordingly, the Company is materially exposed to
bitcoin. Such an approach is innovative, and the Board of Directors of the
Company wish to be clear and transparent with prospective and actual investors
in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA and
cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most
other investments, the value of bitcoin can go down as well as up, and
therefore the value of bitcoin holdings can fluctuate. The Company may not be
able to realise any future bitcoin exposure for the same as it paid in the
first place or even for the value the Company ascribes to bitcoin positions
due to these market movements. As bitcoin is unregulated, the Company is not
protected by the UK's Financial Ombudsman Service or the Financial Services
Compensation Scheme.
Nevertheless, the Board of Directors of the Company has taken the decision to
invest in bitcoin, and in doing so is mindful of the special risks bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in bitcoin must be prepared to
lose all money invested in bitcoin; (ii) the bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to sell bitcoin at will. The ability to sell bitcoin depends on
various factors, including the supply and demand in the market at the relevant
time. Operational failings such as technology outages, cyber-attacks and
comingling of funds could cause unwanted delay; and (iv) cryptoassets are
characterised in some quarters by high degrees of fraud, money laundering and
financial crime. In addition, there is a perception in some quarters that
cyber-attacks are prominent which can lead to theft of holdings or ransom
demands. The Board of Directors of the Company does not subscribe to such a
negative view, especially in relation to bitcoin. However, prospective
investors in the Company are encouraged to do their own research before
investing.
Forward-looking statements
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. 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 or
the Bookrunner 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.
Clear Capital Markets Limited ("CCM"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as Bookrunner 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 CCM by FSMA or the regulatory
regime established thereunder, CCM 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. CCM
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above in this Announcement),
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 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.
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,
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 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 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, as the case may
be) 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) if 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"); or (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 Bookrunner or by any of their 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
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Capital Raising Shares to the Main Market of the London Stock
Exchange PLC;
"Announcement" this announcement (including the Appendices which forms part of this
announcement);
"Articles" the articles of association of the Company as adopted and in force from time
to time;
"Bookbuild" the accelerated bookbuilding to be conducted by the Bookrunner pursuant to
this Announcement;
"Bookrunner" or "Broker" Clear Capital Markets Limited
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday;
"Capital Raising" the fundraising being undertaken by the Company, comprising the Placing;
"Capital Raising Shares" the Placing Shares;
"Company" or "BTC" London BTC Company Limited, a company incorporated in the British Virgin
Islands;
"CREST" or "CREST system" 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 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorized committee thereof;
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"EUWA" the European Union (Withdrawal) Act 2018, as amended;
"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;
"Existing Ordinary Shares" the 334,253,432 Ordinary Shares in issue at the date of this Announcement;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"HMRC" HM Revenue & Customs in the UK;
"Issue Price" 13 pence per Capital Raising Share;
"ITA 2007" Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 01 August 2025;
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA;
"Ordinary Shares" ordinary shares of nil par value in the capital of the Company;
"Placee" or "Placees" any Relevant Person(s) (including individuals, funds or others) subscribing
for and/or purchasing Placing Shares, or on whose behalf a commitment to
subscribe for or acquire Placing Shares has been given, pursuant to the
Placing;
"Placing" the placing of the Placing Shares at the Issue Price by the Bookrunner on
behalf of the Company;
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing, the number of
which will be announced by the Company on completion of the Bookbuild;
"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;
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
EU Prospectus Regulation; or (b) in respect of persons in the UK, persons who
are qualified investors (within the meaning of article 2(e) of the UK
Prospectus Regulation, as the case may be;
"Registrar" Computershare Investor Services (BVI) Limited, the Company's registrar;
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time;
"Terms and Conditions" the terms and conditions in respect of the Placing set out in Appendix II of
this Announcement;
"UK Prospectus Regulation" the UK version of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017, which is part of UK law by virtue of the EUWA, as
amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019;
"uncertificated" or "in uncertificated" form" recorded on the relevant register of Ordinary Shares 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 Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland;
"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 and any other area
subject to its jurisdiction;
"US Person" has the meaning set out in Regulation S of the Securities Act; and
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom.
"$", "US Dollar" are references to the lawful currency of the United States of America.
APPENDIX II
Terms and conditions of the Placing
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, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND 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 A BROKER,
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. 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.
The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Bookrunner or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of the
Terms and Conditions or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession these Terms and Conditions come are
required by the Company and the Bookrunner to inform themselves about and to
observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa, New Zealand or Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
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 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 the United States, Australia, Canada,
Japan, New Zealand, or the Republic of South Africa or any other jurisdiction
in which such offer, sale, resale or delivery would be unlawful.
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; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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.
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
Bookrunner 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 Ordinary 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.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Bookrunner and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if any of the Bookrunner confirm to such Placee
its allocation of Placing Shares.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation; or (ii) a contract
note or email correspondence, in either case by representatives of the
Bookrunner, each Placee will be deemed to have read and understood these Terms
and Conditions in their entirety, to be participating and acquiring Placing
Shares on these Terms and Conditions and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in these
Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) to the Company and the
Bookrunner that:
1. it is a Relevant Person and that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business; and
2. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in these Terms and Conditions; and
3. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) and agreed to comply with
the resale and transfer restrictions set out in these Terms and Conditions;
and
4. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
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 Issue Price 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.
Details of the Placing Shares
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the discretion
of the Bookrunner, following consultation with the Company. Allocations will
be confirmed orally or by email by the Bookrunner following the close of the
Bookbuild. A further announcement confirming these details will then be made
as soon as practicable following completion of the Bookbuild.
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 of the Placing Shares on the Main Market
Application will be made to the FCA and the London Stock Exchange for
Admission to trading on the Main Market of the Placing Shares. It is expected
that settlement of any such Placing Shares and Admission will become effective
on or around 8.00 a.m. on 16 July 2025 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
The Bookrunner will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Issue 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 Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Bookrunner is arranging the Placing as agent for, and broker 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 Bookrunner.
3. The Bookbuild, if successful, will establish the number of Placing
Shares to be issued at the Issue Price, which will be determined by the
Bookrunner, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced via the Regulatory
Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone to their usual contact at the Bookrunner. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe for or purchase at the Issue Price. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of
the Bookrunner. 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 Bookrunner,
following consultation with the Company. Each Placee's allocation will be
confirmed to Placees, orally or by email, by the Bookrunner following the
close of the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Oral or emailed confirmation from
the Bookrunner will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the Bookrunner
and the Company, under which it agrees to acquire by subscription the number
of Placing Shares allocated to it at the Issue 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 Bookrunner'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
Bookbuild detailing the number of Placing Shares to be issued at the Issue
Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunner may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at the Bookrunner's discretion (after consultation with
the Company) and may scale down any bids for this purpose on such basis as it
may determine. The Bookrunner 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 Bookbuild 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
Bookrunner'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 Bookrunner or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
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 Bookrunner 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.
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 Bookrunner, nor any of their 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 Bookrunner, 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
Bookrunner's conduct of the Placing or of such alternative method of effecting
the Placing as the Bookrunner and the Company may determine.
Conditions of the Placing
The Bookrunner's obligations in respect of the Placing Shares are conditional
on, inter alia:
1. the issue and allotment of the Placing Shares, conditional only upon
Admission; and
2. Admission occurring by no later than 8.00 a.m. (London time) on 16 July
2025 or such other date and time as may be agreed between the Company and the
Bookrunner, not being later than 8 am (London time) on 01 August 2025 (the
"Long Stop Date").
If: (i) any of the conditions described above, are not fulfilled or (where
applicable) waived by the Bookrunner by the respective time or date where
specified (or such later time or date as the Bookrunner may notify to the
Company, being not later than the Long Stop Date); (ii) any of such conditions
becomes incapable of being fulfilled, 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 Bookrunner may, at their 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 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 Bookrunner, 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 Bookrunner.
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
otherwise. No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA 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 Bookrunner or any other person and neither the Bookrunner,
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 Bookrunner, 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 Bookrunner are
making any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information
in this Announcement to be legal, tax, financial, business or other 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 Bookbuild, 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 Bookrunner, stating the
number of Placing Shares allocated to it at the Issue 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 Bookrunner in
accordance with the standing CREST settlement instructions which they have in
place.
Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, the
Bookrunner reserve 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 Sterling Overnight Index Average
(SONIA) rate as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit (as agent 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
Bookrunner 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 Bookrunner
such authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Bookrunner lawfully take 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 Bookrunner 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) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Bookrunner 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 or purchase of 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 these terms and conditions represent the whole and only agreement
between it, the Bookrunner 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 Bookrunner
nor any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
4. 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, (a) persons
in any Member State of the European Economic Area which has implemented the EU
Prospectus Regulation or (b) persons in the UK in accordance with the UK
Prospectus Regulation, respectively, other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner 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
the case may be) as having been made to such persons;
5. that neither it nor, as the case may be, its clients expect the
Bookrunner to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Bookrunner are not acting
for it or its clients, and that the Bookrunner will not be responsible for
providing the protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described herein;
6. 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 Bookrunner 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 Bookrunner, 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;
7. 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;
8. 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;
9. 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;
10. that neither the Bookrunner nor the Company or 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;
11. that, unless specifically agreed with the Bookrunner, 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;
12. that it is not a national or resident of Australia, Canada, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Australia, Canada, New Zealand, the
Republic of South Africa or Japan 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, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Australia, Canada, New Zealand, the
Republic of South Africa or Japan 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 Securities Commission of New Zealand, the
Japanese Ministry of Finance 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, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful;
13. 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;
14. 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;
15. 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 Bookrunner 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;
16. 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;
17. 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 Bookrunner;
18. 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;
19. that, unless otherwise agreed by a Bookrunner, it is a Qualified
Investor;
20. that, unless otherwise agreed by a Bookrunner, 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;
21. 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;
22. that any money held in an account with the Bookrunner (or its nominee)
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 Bookrunner's (or its nominee's) money in
accordance with such client money rules and will be used by the Bookrunner in
the course of its own business and each Placee will rank only as a general
creditor of the Bookrunner;
23. 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 Articles (which incorporate the requirements of Chapter 5
of the Disclosure Guidance and Transparency Rules of the FCA);
24. 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;
25. 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 and/or purchasing
under the Placing unless and until Admission becomes effective;
26. that it appoints irrevocably any director of the Bookrunner 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;
27. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither the Bookrunner nor the Company has
considered its particular objectives, financial situation and needs;
28. 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;
29. that it will indemnify and hold the Company and the Bookrunner 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 Bookrunner 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 Bookrunner and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Bookrunner for
itself and on behalf of the Company and will survive completion of the Placing
and Admission;
30. that time shall be of the essence as regards obligations pursuant to
this Appendix;
31. 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 Bookrunner to provide any legal,
financial, tax or other advice to it;
32. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Bookrunner shall notify it of such
amendments;
33. that (i) it has complied with its obligations under the Criminal Justice
Act 1993 and 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 and Terrorist Financing Regulations 2019 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 Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which the Bookrunner 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 Bookrunner 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 and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
the Bookrunner may decide in their absolute discretion;
34. that it will not make any offer to the public within the meaning of the
EU Prospectus Regulation or UK Prospectus Regulation (as the case may be) of
those Placing Shares to be subscribed for and/or purchased by it;
35. 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 stockbroker 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;
36. 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 Bookrunner 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;
37. 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
Bookrunner;
38. that the Bookrunner or their respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares;
39. 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; and
40. 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 Bookrunner 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 Bookrunner 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 Bookrunner.
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 Bookrunner 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 Bookrunner in the event that
any of the Company and/or the Bookrunner 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 Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the 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 Bookrunner 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 Bookrunner 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 therefore is
expressly disclaimed.
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