REG - Orcadian Energy PLC - Proposed Placing to raise approximately £1m
30/06/2022 07:16
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RNS Number : 7291Q Orcadian Energy PLC 30 June 2022
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF ORCADIAN ENERGY PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
30 June 2022
Orcadian Energy Plc
("Orcadian", the "Company" or the "Group") (AIM: ORCA)
Proposed Placing to raise approximately £1m
Orcadian Energy Plc (AIM:ORCA) is pleased to announce its intention to raise
gross proceeds of approximately £1 million by means of a placing (the
"Placing") of new Ordinary Shares (the "Placing Shares") to certain
institutional and other investors at a price of 35 pence per share (the
"Placing Price").
The Placing Price represents a discount of approximately 10.3 per cent. to the
Closing Price of 39 pence per Ordinary Share on 29 June 2022, being the latest
practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process
which will commence immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix II to this
Announcement.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares to be issued pursuant to the Placing is expected to be made
in due course.
Placing Summary
· Placing to raise approximately £1m (before expenses) through the
issue of approximately 2,858,000 Placing Shares at the Placing Price.
· Placing to be conducted via an accelerated bookbuild process
launching today.
· The Placing Shares, assuming full take-up of the Placing, will
represent approximately 4.2 per cent. of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be applied to deliver the
Company's work programme as further detailed below, and for working capital
purposes.
The Placing
The Company intends to issue approximately 2,858,000 Placing Shares, to raise
gross proceeds of approximately £1m, to participants in the Placing. The
Placing Shares are expected to be admitted to trading on AIM on or around 6
July 2022.
W H Ireland Limited ("WH Ireland") and Shore Capital Stockbrokers Limited
("Shore Capital") are acting as joint bookrunners in connection with the
Placing (the "Joint Bookrunners"). The Placing Shares are being offered by way
of an accelerated bookbuild (the "Bookbuild"), which will be launched
immediately following this Announcement, in accordance with the terms and
conditions set out in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing
agreement dated 29 June 2022 between the Company and the Joint Bookrunners
(the "Placing Agreement") not having been terminated and becoming
unconditional in respect of such shares.
The Placing is conditional upon, amongst other things:
• admission of the Placing Shares becoming effective by no later
than 8.00 a.m. on 6 July 2022 (or such later time and / or date as the Company
and the Joint Bookrunners shall agree, not being later than 29 July 2022);
• the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
• the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to admission of the Placing Shares; and
• the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing
Shares to be issued at the Placing Price are to be determined at the
discretion of the Company and the Joint Bookrunners.
Reasons for the Placing and Use of Proceeds
The Company is undertaking the Placing to progress its corporate and
operational strategy and the net proceeds will therefore be applied towards:
· On its Pilot Licence by funding progress towards the Field
Development Plan;
· Licence Fees; and
· For general working capital purposes.
Admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that admission will become
effective and dealings in the Placing Shares commence at 8.00 a.m. on or
around 6 July 2022.
The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.
For further information on the Company please visit the Company's website:
https://orcadian.energy (https://orcadian.energy)
Contact:
Orcadian Energy plc + 44 20 7920 3150
Steve Brown, CEO
Alan Hume, CFO
WH Ireland (Nomad and Joint Broker) +44 20 7220 1666
Katy Mitchell / Andrew de Andrade (Nomad)
Harry Ansell / Fraser Marshall (Corporate Broking)
Shore Capital (Joint Broker) +44 20 7408 4090
Toby Gibbs / David Coaten / Liam Zabludowicz
Tavistock (PR) + 44 20 7920 3150
Nick Elwes / Simon Hudson orcadian@tavistock.co.uk
Charlesbye (PR) + 44 7403 050525
Lee Cain / Lucia Hodgson
Additional Information
Further details of the Placing
Pursuant to the Placing Agreement, the Joint Bookrunners, as agent for the
Company, have conditionally agreed to use reasonable endeavours to procure
subscribers at the Placing Price for the Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing Shares with
certain institutional and other investors at the Placing Price.
The Company intends to issue approximately 2,858,000 Placing Shares, to raise
gross proceeds of approximately £1m, pursuant to the Placing. The Placing
Shares are expected to be admitted to trading on AIM on or around 6 July 2022
(or such later date and / or time as the Joint Bookrunners and the Company may
agree, being no later than 8.00 a.m. on 29 July 2022).
Admission of the Placing Shares is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in respect of
such shares.
The Joint Bookrunners (acting in good faith) have the right to terminate the
Placing Agreement in certain circumstances prior to Admission, including (but
not limited to): in the event that there is a breach, or an alleged breach, of
any of the warranties set out in the Placing Agreement or there is a Material
Adverse Change. The Joint Bookrunners may also terminate the Placing Agreement
if there has been a material adverse change in certain international financial
markets, a suspension or material limitation in trading on certain stock
exchanges or a material disruption in commercial banking or securities
settlement or clearance which, in the opinion of a Joint Bookrunners (acting
in good faith), makes it impractical or inadvisable to proceed with the
Placing. If this termination right is exercised or if the conditionality in
the Placing Agreement is not satisfied, the Placing will not proceed.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten. The Placing is not conditional on a minimum amount being raised.
Placing Shares
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in issue, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue.
Application will be made to London Stock Exchange for admission of the Placing
Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00 a.m. on 6 July
2022 and that dealings in the Placing Shares on AIM will commence at the same
time.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Joint Bookrunners 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.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Nominated Adviser, Broker and Joint 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 WH Ireland by FSMA or the
regulatory regime established thereunder, WH Ireland accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. WH Ireland accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this Announcement
or any such statement. The responsibilities of WH Ireland as the Company's
Nominated Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the capital of
the Company in reliance on any part of this Announcement, or otherwise.
Shore Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Broker and Joint 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 Shore Capital by FSMA or the regulatory regime
established thereunder, Shore Capital 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. Shore Capital accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this Announcement
or any such statement.
The Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation, or the Prospectus
Regulation (as it forms part of domestic UK law pursuant to the EUWA, (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 Prospectus Regulation) to be published. This Announcement and the terms
and conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in Member States who are
Qualified Investors; and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated; (all such persons together being referred
to as relevant persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not relevant persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners (or either of them) 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.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
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 Placing Shares to AIM becoming effective in accordance with
Rule 29 of the AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange from time to time
"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 Joint Bookrunners pursuant
to the Placing Agreement and this Announcement
"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
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "Orcadian Energy" Orcadian Energy Plc, a company registered in England & Wales with
registered number 13298968
"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 authorised committee thereof
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly
"Enlarged Issued Share Capital" the Ordinary Shares which shall be in issue immediately following Admission
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"Existing Ordinary Shares" the 63,755,174 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
"ITA 2007" Income Tax Act 2007
"Joint Bookrunners" WH Ireland and Shore Capital
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 July 2022
"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
"Material Adverse Change" any material adverse change in, or any development involving a prospective
material adverse change in or affecting the condition (financial, operational,
legal or otherwise), earnings, management, funding position, solvency,
business affairs or operations of the Company, whether or not foreseeable at
the date of the Placing Agreement and whether or not arising in the ordinary
course of business
"Ordinary Shares" Ordinary Shares of £0.001 par value in the capital of the Company
"Placee" or "Placees" any person or persons subscribing for and/or purchasing Placing Shares
pursuant to the Placing
"Placing" the placing of the Placing Shares at the Placing Price by the Joint
Bookrunners on behalf of the Company pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 29 June 2022 between the Company and the each of the Joint
Bookrunners relating to the Placing
"Placing Price" 35 pence per Placing Share
"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
"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
"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
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 Prospectus
Regulation as it forms part of UK domestic law pursuant to the EUWA, as the
case may be
"Registrar" Neville Registrars Limited of Neville House, Steelpark Road, Halesowen B62 8HD
"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
"Shore Capital" Shore Capital Stockbrokers Limited
"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
"WH Ireland" W H Ireland Limited
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BOOKRUNNERS, 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 relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or 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 Joint
Bookrunners 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.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Joint Bookrunners 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 the Joint Bookrunners confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a Placing Agreement,
under which the Joint Bookrunners has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable endeavours to
procure subscribers for Placing Shares at the Placing Price. The Placing is
not being underwritten by the Joint Bookrunners or any other person.
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 Joint Bookrunners, following consultation with the Company. Allocations
will be confirmed orally or by email by the Joint Bookrunners 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.
Subject to admission, the Placing Shares will trade on AIM under the trading
symbol "ORCA" and with ISIN GB00BN0TY502.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. It is expected that settlement of the Placing
Shares and Admission will become effective on or around 8.00 a.m. on 6 July
2022 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence an accelerated bookbuilding process
to determine demand for participation in the Placing by potential Placees at
the Placing Price. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as it may, in its sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as agent for, and
joint 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 Joint
Bookrunners.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be determined by
the Joint Bookrunners, in consultation with the Company, following completion
of the Bookbuild. The number of Placing Shares will be announced on a
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 Joint Bookrunners. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for or purchase at the Placing Price. Bids may be scaled
down by the Joint Bookrunners 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 Joint Bookrunners. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by the Joint
Bookrunners, following consultation with the Company. Each Placee's allocation
will be confirmed to Placees orally, or by email, by the Joint Bookrunners
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 Joint Bookrunners will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of the Joint Bookrunners and the Company, under which it
agrees to acquire by subscription the number of Placing Shares allocated to it
at the Placing Price and otherwise on the terms and subject to the conditions
set out in this Appendix and in accordance with the Articles. Except with the
Joint Bookrunners' 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
Placing Price.
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may
choose not to accept bids and/or to accept bids, either in whole or in part,
on the basis of allocations determined at its discretion (after consultation
with the Company) and may scale down any bids for this purpose on such basis
as it may determine. The Joint Bookrunners 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 Joint Bookrunners' consent, will not be capable of variation or revocation
from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Joint Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to below "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither the Joint Bookrunners, nor any of its affiliates, agents,
directors, officers or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Joint Bookrunners, nor any of its respective
affiliates, agents, directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties) in respect
of the Joint Bookrunners' conduct of the Placing or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company may
determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
1. the delivery by the Company to the Joint Bookrunners of certain
documents required under the Placing Agreement;
2. the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
3. the issue and allotment of the Placing Shares, conditional only
upon Admission;
4. Admission occurring by no later than 8.00 a.m. (London time) on 6
July 2022 or such other date and time as may be agreed between the Company and
the Joint Bookrunners, not being later than 8 am (London time) on 29 July 2022
(the "Long Stop Date"); and
5. the Placing Agreement not having been terminated by the Joint
Bookrunners (or either of them) in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners by the respective time or date where specified (or such
later time or date as the Joint Bookrunners may notify to the Company, being
not later than the Long Stop Date); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof.
The Joint Bookrunners may, at its discretion and upon such terms as it thinks
fit, waive, or extend the period for (subject to the Long Stop Date),
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the condition relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia, if before Admission:
1. any of the warranties given in the Placing Agreement are not true
and accurate and not misleading when given at the date of the Placing
Agreement or would not be true and accurate or would be misleading if they
were repeated on Admission;
2. the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations (including MAR and the AIM Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not
fulfilled or (if capable of waiver) waived by the Joint Bookrunners or shall
have become incapable of being fulfilled by the respective time(s) and date(s)
(if any) specified in the Placing Agreement;
4. there has been any development or event which will or is likely
to have a material adverse effect on the condition (financial, operational,
legal or otherwise), prospects, solvency, liquidity, management, results of
operations, financial position, business or general affairs of the Group taken
as a whole, whether or not foreseeable and whether or not arising in the
ordinary course of business; or
5. there has been a change in national or international financial,
political, economic, monetary or stock market conditions (primary or
secondary) or an imposition of or compliance with any law or governmental or
regulatory order, rule, regulation, restriction or direction,
which, in the opinion of the Joint Bookrunners, would or would be likely to
prejudice materially the Company or render the Placing (or any material part
thereof) or Admission impractical or inadvisable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners (or either of them) of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and that the Joint Bookrunners need not make any
reference to Placees in this regard and that neither the Joint Bookrunners nor
any of its respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom. No
offering document, admission document or prospectus has been or will be
submitted to be approved by the FCA or the London Stock Exchange in relation
to the Placing, and Placees' commitments will be made solely on the basis of
the information contained in the Announcement (including this Appendix) and
the Publicly Available Information). Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it has not
relied on any other information (other than the Publicly Available
Information), representation, warranty, or statement made by or on behalf of
the Company or the Joint Bookrunners or any other person and neither the Joint
Bookrunners, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the Joint
Bookrunners, the Company or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor the Joint
Bookrunners are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the 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 respective Joint Bookrunner,
stating the number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Joint
Bookrunners in accordance with the standing CREST settlement instructions
which they have in place with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN: GB00BYWKC989)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Joint Bookrunners 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 LIBOR rate as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners' account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Bookrunners on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Joint
Bookrunners such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully takes in pursuance of such sale. Legal and/or beneficial title in and
to any Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are to be registered in a Placee's name or that of
its nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax or securities transfer tax. Neither the
Joint Bookrunners 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
Joint Bookrunners 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 the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and the Joint Bookrunners need not have any reference
to it and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Joint
Bookrunners nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation and Article 5(1) of the Prospectus Regulation (as it forms part of
domestic UK law pursuant to the EUWA), (i) the Placing Shares acquired by it
in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any Member State
of the European Economic Area which has implemented the Prospectus Regulation
or the UK, respectively, other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners 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 Prospectus Regulation or the Prospectus Regulation (as it forms part
of domestic UK law pursuant to the EUWA) (as the case may be) as having been
made to such persons;
6. that neither it nor, as the case may be, its clients expect the
Joint Bookrunners 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 neither of the
Joint Bookrunners are acting for it or its clients, and that neither of the
Joint Bookrunners will be responsible for providing the protections afforded
to their respective customers or for providing advice in respect of the
transactions described herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Joint Bookrunners or the Company or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has it requested
any of the Joint Bookrunners, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Joint Bookrunners 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;
12. that, unless specifically agreed with the Joint Bookrunners, it is not
and was not acting on a non-discretionary basis for the account or benefit of
a person located within the United States or any US Person at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, 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;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Joint Bookrunners or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Joint Bookrunners;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Joint Bookrunners, it is a
Qualified Investor;
21. that, unless otherwise agreed by the Joint Bookrunners, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
22. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the Joint Bookrunners (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 Joint Bookrunners' (or its
nominee's) money in accordance with such client money rules and will be used
by the Joint Bookrunners in the course of its own business and each Placee
will rank only as a general creditor of the Joint Bookrunners;
24. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the Articles (which incorporate the requirements of Chapter 5
of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Joint Bookrunners as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any document on its behalf necessary to enable it to be
registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither the Joint Bookrunners nor the
Company has considered its particular objectives, financial situation and
needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint Bookrunners
and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and the Joint Bookrunners will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Joint Bookrunners and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
the Joint Bookrunners for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Joint Bookrunners to
provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Joint Bookrunners shall
notify it of such amendments;
34. 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 Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Bookrunners 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 Joint Bookrunners may decide in its
absolute discretion;
35. that it will not make any offer to the public within the meaning of
the Prospectus Regulation of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client 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;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Joint
Bookrunners;
39. that the Joint Bookrunners owe no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
40. that the Joint Bookrunners or its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares;
41. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
42. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Joint Bookrunners and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to the Joint
Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of its respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
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