REG - Pantheon Resources - Result of Capital Raise
17/05/2023 07:17
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RNS Number : 7033Z Pantheon Resources PLC 17 May 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE
TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE
FOR) ORDINARY SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON
WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
17 May 2023
Pantheon Resources plc
Results of Fundraise and Retail Offer
Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and
gas company with 100% working interests in certain projects located adjacent
to transportation and pipeline infrastructure on the Alaska North Slope, today
announces the results of the Fundraise and Retail Offer which was announced
yesterday.
The Fundraise was oversubscribed and the Company, having taken into account
the strong support received from existing and new investors, decided to
increase the size of the Fundraise, and when combined with the Retail Offer,
raised gross proceeds of approximately $22 million.
A total of 104,179,027 New Ordinary Shares have been placed and subscribed for
pursuant to the Placing, Subscription and Retail Offer at a price of 17 pence
per Ordinary Share (the "Issue Price"). Canaccord Genuity acted as Nominated
Adviser and Sole Bookrunner in respect of the Placing with Olivetree Financial
and WH Ireland Limited acting as UK placing agents.
The additional funds raised in the Fundraise will be applied towards general
corporate purposes.
The New Ordinary Shares represent 11.68 per cent of the issued voting Ordinary
Share capital of the Company following the Fundraise and Retail Offer.
Application will be made to London Stock Exchange plc for the 104,179,027 New
Ordinary Shares to be admitted to trading on AIM. Subject, amongst other
things, to the satisfaction or waiver of the conditions of the Placing
Agreement, it is expected that Admission will take place and dealings in the
New Ordinary Shares will commence on AIM on or around 8.00 a.m. on 24 May
2023.
Immediately following Admission, the Company's issued share capital will be
892,034,079 Ordinary Shares, with each share carrying the right to one vote.
The Company does not hold any Ordinary Shares in treasury. The total voting
rights figure immediately following Admission, of 892,034,079 may be used by
shareholders (and others with notification obligations) as the denominator for
the calculations by which they will determine whether they are required to
notify their interest in, or a change to their interest in, the Company under
the Disclosure Guidance and Transparency Rules.
Directors' participation in the Fundraise
Pursuant to the Subscription, the following Directors have agreed to subscribe
for the following Subscription Shares at the Issue Price:
Number of Ordinary Shares held before the Subscription Number of Subscription Shares being subscribed for Resultant shareholding after the Subscription Percentage of Ordinary Shares on Admission
Director
Jay Cheatham 3,529,464 705,882 4,235,346 0.47%
Justin Hondris 1,491,812 352,941 1,844,753 0.21%
Jeremy Brest(1) 673,821 705,882 1,379,703 0.15%
Philip Gobe 613,972 235,378 849,350 0.10%
Robert Rosenthal(2) 647,622 706,136 1,353,758 0.15%
David Hobbs 1,576,002 141,227 1,717,229 0.19%
Total 2,847,446
(1)Mr Brest does not have a direct interest in Pantheon and has an indirect
interest in the Company as described below: Mr Brest's interest results from
the direct and indirect holding of Pantheon by Westman Management Limited
("Westman"), of which Mr Brest is the sole director. Westman holds 673,821
ordinary shares of Pantheon and holds approximately 5.2% interest in Ursa
Major Holdings LLC ("UMH"). UMH holds approximately 19.8 million ordinary
shares.
(2)In addition to Mr. Rosenthal's direct holding, he also holds an indirect
interest through an approximate 2.8% interest in Ursa Major Holdings LLC
("UMH"). UMH holds approximately 19.8 million ordinary shares.
( )
Jay Cheatham, CEO of Pantheon Resources, said:
"I'm pleased the market has rewarded our efforts in maturing this significant
asset on the North Slope. The offering was materially oversubscribed, allowing
Pantheon to raise approximately $22 million in a difficult market at a small
discount to yesterday's close. In particular we are delighted to welcome to
our shareholder list some well known investing institutions; some for the
first time and some as they return. The funds raised will be applied to a
number of catalysts over the short to medum term which we will discuss in
detail in a webinar planned for June.
We will also update the market on the recent reservoir analysis of the Alkaid
#2 horizontal production test, preliminary work on the updip Theta West
acreage awarded in last year's State lease sale and the ongoing work by SLB
and NSAI."
All defined and capitalised terms have the same meaning as set out in the
Company's announcement on 16 May 2023 at 16:59 p.m.
Further information:
Pantheon Resources plc +44 20 7484 5361
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate Development
Canaccord Genuity Limited (Nominated Adviser and broker)
Henry Fitzgerald-O'Connor +44 20 7523 8000
James Asensio
Gordon Hamilton
BlytheRay
Tim Blythe +44 20 7138 3204
Megan Ray
Matthew Bowld
IMPORTANT INFORMATION
This announcement is released by Pantheon Resources plc and contains inside
information for the purposes of Article 7 of MAR. It is disclosed in
accordance with the Group's obligations under Article 17 of MAR.
No action has been taken by the Group or Canaccord, or any of their respective
affiliates, that would, or which is intended to, permit a public offer of the
New Ordinary Shares in any jurisdiction or the possession or distribution of
this announcement or any other offering or publicity material relating to the
New Ordinary Shares in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons into whose
possession this announcement comes shall inform themselves about, and observe,
such restrictions.
No prospectus has been 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. The New Ordinary Shares will not
be admitted to trading on any stock exchange other than the AIM market
operated by the London Stock Exchange.
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.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jay Cheatham
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 705,882
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Justin Hondris
2 Reason for the notification
a) Position/status Director, Finance and Corporate Development
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 352,941
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Westman Management Limited
2 Reason for the notification
a) Position/status Person Closely Associated with Jeremy Brest, Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 705,882
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robert Rosenthal
2 Reason for the notification
a) Position/status Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 706,136
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Philip Gobe
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 235,378
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name David Hobbs
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Pantheon Resources plc
b) LEI 213800SWHY5DNQS64J23
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 1 pence each fully paid
ISIN: GB00B125SX82
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
17p 141,227
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2023
f) Place of the transaction Outside of a trading venue
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND THEY WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE 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. 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 FUNDRAISE 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 THE NEW ORDINARY SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY 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.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this announcement and/or the Placing and/or the issue of
the New Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Canaccord or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the New Ordinary Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
by the Company and Canaccord to inform themselves about and to observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New
Zealand, Russia or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the New Ordinary
Shares is being made in any jurisdiction.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA") by Canaccord or any other person authorised under
FSMA. This Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply or otherwise falls within a relevant exemption. 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. Persons needing advice should
consult an independent financial adviser.
This Announcement is only directed at persons in Australia, who it is lawful
to offer the shares to be issued under the Placing without disclosure under
Chapter 6D of the Australian Corporations Act (including those who are
"sophisticated investors" as set out in section 708(8) of the Australian
Corporations Act or who are "professional investors" as set out in section
708(11) of the Australian Corporations Act), and where such action complies
with all applicable laws, regulations and directives and does not require any
document to be lodged with the Australian Securities and Investments
Commission.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraise or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission, the
Japanese Ministry of Finance, the Financial Markets Authority of New Zealand
or the Central Bank of Russia and the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any other
applicable body in the Republic of South Africa in relation to the New
Ordinary and the New Ordinary Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New Zealand, Russia
or the Republic of South Africa. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa
or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
announcement should seek appropriate advice before taking any action.
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any investment decision to buy New
Ordinary Shares in the Fundraise must be made solely on the basis of
information contained in this announcement.
This Announcement has not been approved by any competent regulatory authority.
Canaccord is nominated adviser to the Company, authorised and regulated by
the FCA in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Fundraise and Admission or any other matters referred to in
this announcement and Canaccord will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Fundraise, Admission or
any other matters referred to in this announcement.
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 Canaccord or by any of its affiliates or their affiliates'
agents, directors, officers and employees, respectively, 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 (whether in
tort, contract or otherwise) is expressly disclaimed.
The responsibilities of Canaccord 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.
No statement in this announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this announcement nor in any
previous announcement or in any previous presentation issued by the Company
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 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 independent financial adviser.
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 Canaccord or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
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