REG - Minoan Group PLC - Subscription & Broker Offer <Origin Href="QuoteRef">MIN.L</Origin> - Part 2

MinoanAnnouncement

18/12/2017 07:05

- Part 2: For the preceding part double click  ID:nRSR5773Za 

legal status of any person which WH Ireland may request from it in
connection with the Broker Offer (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 WH Ireland on the basis that any failure by it to do so
may result in the number of Broker Offer Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Broker Offer being
reduced to such number, or to nil, as WH Ireland may decide in its absolute
discretion; 
 
34. that it will not make any offer to the public of those Broker Offer Shares
to be subscribed for and/or purchased by it for the purposes of the Prospectus
Rules made by the FCA; 
 
35. that it will not distribute any document relating to the Broker Offer
Shares and it will be acquiring the Broker Offer 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 to any Broker Offer Shares; save that
that if it is a private client stockbroker or fund manager it confirms that in
purchasing the Broker Offer 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
Broker Offer 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 or agreement, except that
enforcement proceedings in respect of the obligation to make payment for the
Broker Offer Shares (together with any interest chargeable thereon) may be
taken by the Company or WH Ireland 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; 
 
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 WH Ireland; 
 
38. that WH Ireland owes no fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Broker
Offer Agreement; 
 
39. that WH Ireland or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Broker
Offer Shares; 
 
40. that no prospectus or offering document has been or will be prepared in
connection with the Broker Offer and it has not received and will not receive
a prospectus or other offering document in connection with the Broker Offer or
the Broker Offer Shares; and 
 
41. that it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting its invitation to
participate in the Broker Offer. 
 
The Company and WH Ireland and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements, agreements and undertakings which are given to WH Ireland
for itself 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 WH Ireland. 
 
The agreement to settle a Placee's subscription (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 Broker
Offer Shares in question. Such agreement assumes that the Broker Offer Shares
are not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Broker Offer Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other subsequent dealing in the Broker Offer Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor WH Ireland 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 Broker Offer as an agent or
nominee) the allocation, allotment, issue or delivery of Broker Offer 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 WH Ireland in the
event that either of the Company and/or WH Ireland 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 WH Ireland 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 Broker Offer Shares or the agreement
by them to subscribe for or purchase any Broker Offer Shares. 
 
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. WH Ireland shall notify the Placees and any person
acting on behalf of a Placee of any changes. 
 
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation, warranty or undertaking 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 WH Ireland or by any of its affiliates or agents as to
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefor is expressly
disclaimed. 
 
DEFINITIONS 
 
The following definitions apply in this Announcement, unless the context
otherwise requires: 
 
 "Act"                       the Companies Act 2006 (as amended);                                                                                                                                                                                                                                                               
 "Admission"                 admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;                                                                                                                                                                                        
 "AIM"                       the market of that name operated by London Stock Exchange;                                                                                                                                                                                                                                         
 "AIM Rules"                 the rules for AIM companies and their AIM advisers, as published from time to time by the London Stock Exchange;                                                                                                                                                                                   
 "Announcement"              this announcement regarding the Subscription and Broker Offer released by theCompany on 18 December 2017;                                                                                                                                                                                          
 "Articles"                  the articles of association of the Company;                                                                                                                                                                                                                                                        
 "Broker Offer"              the placing of the Broker Offer Shares at the Subscription Price by WH Ireland as agent for the Company by way of an accelerated bookbuilding process;                                                                                                                                             
 "Broker Offer Agreement"    the agreement between the Company and WH Ireland dated 18 December 2017 relating to the Broker Offer;                                                                                                                                                                                              
 "Broker Offer Shares"       up to approximately 16.7 million New Ordinary Shares to be placed with institutional and certain other investors at the Subscription Price pursuant to the Broker Offer;                                                                                                                           
 "Closing Time"              the time at which the Broker Offer closes, at the discretion of WH Ireland;                                                                                                                                                                                                                        
 "Company"or"Minoan"         Minoan Group PLC, a public limited company registered in England and Wales with registration number 03770602;                                                                                                                                                                                      
 "CREST"                     the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;                                                                                                                           
 "CRESTRegulations"          the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;  
 "Directors"or "Board"       the directors of Minoan;                                                                                                                                                                                                                                                                           
 "Dealing Day"               a day on which AIM is open for business, other than a day on which AIM is scheduled to or does close prior to its regular weekday closing time;                                                                                                                                                    
 "Enlarged Share Capital"    the entire issued Ordinary Share capital of the Company immediately following Admission of the New Ordinary Shares;                                                                                                                                                                                
 "Euroclear"                 Euroclear UK & Ireland Limited;                                                                                                                                                                                                                                                                    
 "Existing Ordinary Shares"  the 212,223,442 OrdinarySharesin issueon the Latest PracticableDate;                                                                                                                                                                                                                               
 "FSMA"                      the Financial Services and Markets Act 2000;                                                                                                                                                                                                                                                       
 "Fundraising"               the Subscription and Broker Offer;                                                                                                                                                                                                                                                                 
 "Group"                     theCompany and its subsidiaries;                                                                                                                                                                                                                                                                   
 "LatestPracticable Date"    closeofbusiness(5.00p.m.Londontime)on15 December 2017, being the latest practicable date prior to the publication of this Announcement;                                                                                                                                                            
 "London Stock Exchange"     London Stock Exchange PLC;                                                                                                                                                                                                                                                                         
 "New Ordinary Shares"       up to approximately 21.7 million new Ordinary Shares to be issued by the Company pursuant to the Subscription and the Broker Offer;                                                                                                                                                                
 "Ordinary Shares'           the ordinary shares of £0.01 each in the capital of the Company;                                                                                                                                                                                                                                   
 "Shareholders"              the holders of Ordinary Shares from time to time;                                                                                                                                                                                                                                                  
 "Subscriber"                the existing Sharesholder who has agreed to subscribe for the Subscriber Shares under the Subscription Agreement;                                                                                                                                                                                  
 "Subscription"              the allotment and issue of 5,000,000 New Ordinary Shares to the Subscriber pursuant to the Subscription Agreement;                                                                                                                                                                                 
 "Subscription Agreement"    the agreements entered into between the Company and the Subscriber under which the Subscriber has agreed to make the Subscription;                                                                                                                                                                 
 "Subscription Price"        6 pence per New Ordinary Share;                                                                                                                                                                                                                                                                    
 "Subscription Shares"       the 5,000,000 New Ordinary Shares subscribed for under the Subscription;                                                                                                                                                                                                                           
 "WH Ireland"                WH Ireland Limited of 24 Martin Lane, London EC4R 0DR, the Company's nominated adviser and broker.                                                                                                                                                                                                 
 
 
"WH Ireland" 
 
WH Ireland Limited of 24 Martin Lane, London EC4R 0DR, the Company's nominated
adviser and broker. 
 
References to "£", "pence" and "p" are to British pounds and pence sterling,
the currency of the United Kingdom. 
 
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