REG-Pensana Plc: Fundraise to raise £15.0 mil (apx US$21.1 mil)
18/06/2021 08:35
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
THEREIN IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
PENSANA PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
18 June 2021
Pensana Plc
("Pensana" or the "Company")
Fundraise to raise £15.0 million (approximately US$21.1 million)
The Board of Directors of Pensana plc (LSE: PRE) is pleased to announce that
the Company has successfully raised (the “Fundraise”) gross proceeds of
£15.0 million (approximately US$21.1 million) through the issue of an
aggregate of 12,500,000 new ordinary shares of £0.001 each in the capital of
the Company (the "Ordinary Shares") (“New Shares”) at a price of 120 pence
per share (the “Placing Price”).
The Fundraise comprises of:
* a placing by SI Capital Ltd ("SI Capital”) (the “SI Capital Placing”);
* a placing by WH Ireland Limited (“WHI”) (the “WHI Placing”);
* the participation of the Chairman of the Company, Paul Atherley, in the SI
Capital Placing for £600,000 (approximately US$846,000);
* investment by Fundo Soberano de Angola (“FSDEA”), the Company’s
largest shareholder for 1,250,000 Ordinary Shares representing 10% of the
Fundraise; and
* certain direct subscriptions (the FSDEA investment and these subscriptions
being together the “Subscriptions”),
all at the Placing Price.
The Placing Price of 120.0 pence represents a 1.7% premium to the 10 day
volume weighted average price of the Ordinary Shares for the period of 10
trading days prior to the publication of this Announcement and a 6.3% discount
to the closing price on 17 June 2021.
The New Shares when issued, will be credited as fully paid and will rank pari
passu in all respects with each other and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Completion of the SI Capital Placing, WHI Placing, and Subscriptions are
subject to and conditional upon Admission. It is expected that settlement of
the New Shares and admission of these shares to the Official List (Standard
Listing Segment) and to trading on the London Stock Exchange’s Main Market
for listed securities will take place at 8.00 a.m. on or around 25 June 2021.
The SI Capital Placing has been conducted in accordance with the terms and
conditions set out in placing letters entered into between placees in the SI
Capital Placing and SI Capital.
The WHI Placing has been conducted in accordance with the terms and conditions
set out in the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being this
("Announcement"). WHI is acting as bookrunner in connection with the WHI
Placing.
In addition to the SI Capital Placing and the WHI Placing, Fundo Soberano de
Angola (the Angolan Sovereign Wealth Fund), the Company’s largest
shareholder has through ASF Africa Mining LP subscribed for 1,250,000 new
Ordinary Shares at the Placing Price pursuant to a Subscription, directly with
the Company.
Key Highlights
* The Company has successfully raised £15.0 million (approximately US$21.1
million) in aggregate by way of the Fundraise, conditional inter alia upon
Admission.
* Continued support from the Angolan Sovereign Wealth Fund through the
Subscription is in recognition of Angola’s strategic objective of
diversifying away from the oil and gas sector and supporting key mining
projects.
* The net proceeds of the Fundraise will enable the Company to progress the
early-stage development of the Saltend and Longonjo projects with funds being
applied to progress early stage construction, equipment, bulk materials and
fabrication costs and site infrastructure in tandem with providing the Company
with the flexibility needed in its working capital requirements as it looks to
progress the main financing for the projects, which is currently targeted for
Q4 2021.
* It is expected that settlement of the New Shares and admission of these
shares to the Official List (Standard Listing Segment) and to trading on the
London Stock Exchange’s Main Market for listed securities (“Admission”)
will take place at 8.00 a.m. on or around 25 June 2021.
Details of the SI Capital Placing and the WHI Placing
Pensana intends to issue the SI Capital Placing Shares and WHI Placing Shares
(together the “Placing Shares”) to investors by way of two non-pre-emptive
placings.
The Placing Price of 120.0 pence represents a 1.7% premium to the 10 day
volume weighted average price of the Ordinary Shares for the period of 10
trading days prior to the publication of this Announcement and a 6.3% discount
to the closing price on 17 June 2021.
The Placing Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.
The WHI Placing is also subject to the conditions and termination rights set
out in a placing agreement entered into between the Company and WHI (the
"Placing Agreement") including, among other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms. Further details of the Placing Agreement can be found in the terms
and conditions contained in the Appendix to this Announcement.
The Fundraise does not require shareholder approval. Applications will be made
for Admission. It is expected that settlement for the New Shares and
Admission will take place at 8.00 a.m. on or around 25 June 2021.
Details of the Subscription
The Angolan Sovereign Wealth Fund has subscribed for the Subscription Shares
at the Placing Price, conditional upon Admission, in order to raise
approximately US$2.1 million (£1.5 million). The Subscription Shares will
also be admitted to trading at 8.00 a.m. on or around 25 June 2021.
The Subscription is being made on substantially the same terms on which the
Angolan Sovereign Wealth Fund has previously subscribed for Ordinary Shares in
the Company.
Following completion of the Fundraise, upon Admission, the Angolan Sovereign
Wealth Fund will hold an aggregate interest in 22.3% of total issued share
capital of the Company following Admission (the “Enlarged Share Capital”).
PDMR Dealing
The Chairman of the Company, Paul Atherley, has agreed to acquire 500,000 SI
Capital Placing Shares pursuant to the terms of the SI Capital Placing. The
beneficial interests of the participating director as a result of the
Fundraise are as follows:
Director Existing Ordinary Shares currently beneficially interested in Percentage of Existing Ordinary Shares Number of SI Capital Placing Shares to be acquired Resulting number of Ordinary Shares beneficially interested in on Admission Percentage of Enlarged Share Capital
Paul Atherley 9,069,861 4.45% 500,000 9,569,861 4.43%
Use of Proceeds
The gross proceeds of the Fundraise of approximately US$21.1 million are
expected to be used as follows although the timing of deployment of the funds
will be subject to the progress of the main financing referred to below:
Saltend Solvent extraction (“SX”)
refinery
$4.9m
Longonjo site
infrastructure
$3.4m
Longonjo concentrator
plant
$5.1m
Longonjo Mixed Rare Earth Sulphate (“MRES”)
plant $4.7m
General corporate expenses, exploration and deal costs
$3.0m
The proceeds of the Fundraise are expected to enable the Company to continue
progress towards the following milestones by the end of December 2021, subject
to the progress of the main financing:
* FEED of concentrator plant, MRES plant and SX refinery
* Site clearance and construction readiness at both the Saltend and Longonjo
sites
* Long Lead items for Saltend ordered and deposits paid
* Construction work packages finalised for Saltend and Longonjo
The Company anticipates needing to raise the main financing for its projects
during the course of Q4 2021, which is expected to be a mixture of long dated
debt and equity finance totalling, in aggregate, approximately US$400 million.
Pensana has received indications of potential financial backing from major
shareholders and approaches from a wide range of financial institutions. The
actual timing of the main financing will determine the timing of the
deployment of funds set out above and the Fundraise, if required, can provide
the Company with the working capital flexibility needed to adapt to changes to
the main financing timeline.
Trading Update
The Company is focussed on the production of the rare earth elements,
Neodymium and Praseodymium (“NdPr”), used in the manufacture of magnetic
metals in the electric vehicle and offshore wind markets, deemed essential for
the societal transition to a green economy at a time when China dominates this
supply chain. The Company released a detailed Business Plan in April 2021
setting out how it is looking to establish a supply chain of the rare earth
metals required for the electric vehicle, wind turbine and other strategic
industries including a financial summary of the proposed plan.
Longonjo
The Company has been granted a mining licence for its 84% owned Longonjo
project in Angola. The Longonjo Project is currently engaged in completion of
FEED and the Company is looking to achieve first production of concentrate in
mid-2023.
The Company is targeting, subject to funding, to complete the procurement
process at Longonjo by the end of 2022. The Company is then targeting
completing construction and commissioning of both the concentrator and the
MRES plants in H1 2023 and commissioning by the end of Q3 2023.
Saltend
Pensana has recently received conditional planning permission to begin the
construction of the world’s first sustainable rare earth processing hub at
the Saltend Chemicals Park, the Humber, United Kingdom which will provide the
Company with an independent and sustainable supply chain of these rare earth
elements and would be one of only three major producers located outside China.
Pensana is aiming to produce c.12,500 tonnes of rare earth oxides annually,
including c.4,500 tonnes of magnet metals rare earth oxides, representing
approximately 5% of 2025 projected world demand.
The US$125 million facility plans to create over 100 direct jobs processing
purified rare earth sulphates imported from the Company’s state-of-the-art
Longonjo mine in Angola. The Company is also in active discussion with a
number of owners of rare earth projects which are currently in development
with a view to establishing offtake agreements to supply the Saltend facility.
Subject to funding and entering into a lease of the facility (for which it has
exclusivity), the Company is targeting to complete the procurement process at
Saltend by the end of 2022 and completing construction in mid-2023 with
commissioning taking place by the end of Q3 2023.
Saltend has also received first phase progression from the UK Government’s
£1 billion Automotive Transformation Fund.
Performance Rights
Given the progress on the Longonjo Project and the significant addition of the
Saltend facility to the Business Plan, the remuneration committee of the Board
intends to amend the performance criteria of the outstanding performance
rights (“LTI”) awarded to the Chief Executive Officer and the Chief
Financial Officer upon their joining the Company to align with the Fundraise.
In addition, it is the Board’s intention that the performance conditions
relating to the vesting of the final tranche of the Chairman’s legacy LTI
awards will be considered satisfied following completion of the Fundraise.
These changes are expected to be implemented shortly following Admission and
when implemented, 3,858,037 Ordinary Shares will be allotted and issued to the
Chairman, 1,250,000 Ordinary Shares will be allotted and issued to the Chief
Executive Officer and 1,000,000 Ordinary Shares will be allotted and issued to
the Chief Financial Officer, in each case in accordance with the terms and
conditions of the 2019 Employee Incentive Plan. Further announcements
regarding this proposed issue will be made as required by market rules.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018. The person responsible for
arranging this announcement on behalf of Pensana Plc is Tim George.
For further information:
Pensana Plc
Website: Paul Atherley, Chairman / Tim George, CEO www.pensana.co.uk contact@pensana.co.uk
Broker and Bookrunner SI Capital Ltd Nick Emerson Tel: +44 (0)1483 413500
Bookrunner WH Ireland Limited Harry Ansell / Dan Bristowe (Corporate Broking) Katy Mitchell (Corporate Finance) Tel: +44 (0) 207 220 1666
About the Company
The Company is focussed on the production of the rare earth elements,
Neodymium and Praseodymium (“NdPr”) used in the manufacture of magnetic
metals in the electric vehicle and offshore wind markets, deemed essential for
the societal transition to a green economy at a time when China dominates this
supply chain.
The Company has commenced development the world’s first sustainable rare
earth processing hub at the Saltend Chemicals Park, the Humber, United Kingdom
which will provide the Company with an independent and sustainable supply
chain of these rare earth elements.
The Saltend facility was part of the Humber’s recently successful Freeport
bid and will be in a position to import rare earth feedstock from sustainable
sources around the world and export its high value products to automotive and
wind turbine supply chains with minimal taxes or other imposts.
The Company will source its initial feedstock from its Longonjo mine in
Angola. The near surface high grade mine which is linked to the Port of Lobito
by a recently upgraded Benguela rail line and has been designed by UK
engineering experts Wood Group plc to international standards which features
zero carbon hydroelectric power and tailings storage facilities aligned to
Church of England Pensions Board and ICMM guidelines.
The Company is in active discussion with third parties for the additional
supply of sustainably sourced rare earth carbonates and will look to expand
production capacity once such feedstock becomes available.
IMPORTANT INFORMATION
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", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because they relate to
events, and depend on circumstances, that may or may not occur in the future.
A number of factors could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements,
including, without limitation: conditions in the public markets; the market
position of the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated investments and
capital expenditures of the Group; changing business or other market
conditions; changes in political or tax regimes, exchange rates and clients;
changes in governmental policies, and general economic conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements contained in
this Announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the Listing Rules, UK MAR, neither the
Company nor WHI nor SI Capital undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise. Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement or incorporated by reference into this
Announcement is intended to constitute a profit forecast or profit estimate
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
Certain data in this Announcement, including financial, statistical and
operating information, has been rounded.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
SI Capital Ltd, which is a member of the London Stock Exchange, is authorised
and regulated in the United Kingdom by the FCA and is acting as bookrunner in
connection with the SI Capital Placing. WH Ireland Limited which is a
member of the London Stock Exchange, is authorised and regulated in the United
Kingdom by the FCA and is acting as bookrunner in connection with the WHI
Placing. Each of SI Capital and WHI are acting exclusively for the
Company in connection with the matters referred to in this Announcement and
for no-one else and will not be responsible to anyone other than the Company
for providing the protections afforded to their respective clients, nor for
providing any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
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 either of SI Capital nor WHI(apart from the responsibilities or
liabilities that may be imposed by FSMA or the regulatory regime established
thereunder) or the Company 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.
The distribution of this Announcement and the offering of the New Shares in
certain jurisdictions may be restricted by law. No action has been taken by
the Company, SI Capital, or WHI that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company, SI Capital and WHI to inform themselves
about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or
this Announcement should seek appropriate advice before taking any action.
The New Shares to which this Announcement relates may be illiquid. Prospective
subscribers of the New Shares should conduct their own due diligence on the
New Shares. If you do not understand the contents of this Announcement you
should consult an authorised financial adviser.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement is released by the Company and contains inside information
for the purposes of UK MAR and is disclosed in accordance with the Company's
obligations under UK MAR.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of PDMR / person closely associated with them (“PCA”)
(a) Name Paul Atherley
2 Reason for the notification
(a) Position/status Chairman
(b) Initial notification/amendment Initial Notification
3 Details of the Issuer
(a) Name Pensana Plc
(b) Legal Entity Identifier code 213800H4QP6T9499RU64
4 Details of the transaction(s)
(a) Description of the financial instrument Ordinary shares of £0.001 each
(b) Identification Code GB00BKM0ZJ18
(c) Nature of the transaction Participation in placing
(d) Currency
(e) Price(s) and volume(s)
Price(s) Volume(s)
120 pence 500,000
(f) Aggregated information N/A
(g) Date of the transaction 18 June 2021
(h) Place of the transaction London Stock Exchange, XLON
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY WH IRELAND,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF “QUALIFIED INVESTORS” OF THE PROSPECTUS REGULATION, AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMENDED) (“EUWA”) AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS
IN (A) AND (B) (I) BEING “QUALIFIED INVESTORS”); AND (II) ARE EITHER
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR 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
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY
AND WH IRELAND TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER FOR THE
SALE OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY
JURISDICTION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE 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, AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF 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 LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN 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 DISPOSAL OF SHARES. PAST PERFORMANCE
IS NO GUIDE TO FUTURE PERFORMANCE.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa, New Zealand or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
“UK MiFIR Product Governance Requirements”) and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR 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) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in paragraphs 3.5 and 3.6 of COBS);
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.
For the avoidance of doubt, the 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 (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this Appendix
or this Announcement of which it forms part should seek appropriate advice
before taking any action.
These terms and conditions apply to persons acquiring Placing Shares pursuant
to the Placing. Each Placee hereby agrees with WH Ireland 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 WH Ireland 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) who has been invited
to participate in the Placing by WH Ireland and on whose behalf a commitment
to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WH Ireland and the Company have entered into a Placing Agreement, under which
WH Ireland will, on the terms and subject to the conditions set out therein,
undertake to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price.
In addition, the Company is seeking to raise approximately US$20.1 million (£
14.3 million) through the SI Placing and the Subscription. Neither the
Placing, the SI Placing, nor the Subscription is being underwritten by WH
Ireland or any other person.
The New Shares are expected to be issued on or around 25 June 2021. The New
Shares will, when issued, be subject to the articles of association of the
Company, will be credited as fully paid and will 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 New Shares.
The Placing Shares will trade under PRE with ISIN GB00BKM0ZJ18.
Application for admission to trading of the New Shares
Application will be made to the London Stock Exchange and the Financial
Conduct Authority for the New Shares to be admitted to trading on the standard
listing segment of the Official List and to trading on the Main Market.
Admission of the Placing Shares is expected to become effective and dealings
in such shares are expected to commence at 8.00 a.m. on or around 25 June
2021. In any event, the latest date for Admission is 30 June 2021 or such
later date as the Company and WH Ireland may agree (the "Long Stop Date").
Placing
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.
Participation in, and principal terms of, the Placing are as follows:
1. WH Ireland is arranging the Placing as agent for, and broker of, the
Company. WH Ireland is regulated by the FCA, are acting exclusively for the
Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective customers or for
providing advice in relation to the matters described in this Announcement.
2. The number of Placing Shares to be issued at the Placing Price under the
Placing will be agreed between WH Ireland and the Company.
3. Participation in the Placing is only available to persons who are lawfully
able to be, and have been, invited to participate by WH Ireland. WH Ireland is
entitled to participate in the Placing as principal.
4. The aggregate proceeds to be raised through the Placing will be agreed
between WH Ireland and the Company.
5. Each Placee's allocation will be agreed between WH Ireland and the Company
and each Placee's allocation has been or will be confirmed to Placees orally,
or in writing (which can include email), by WH Ireland (acting as agent of the
Company) and a trade confirmation has been or will be dispatched as soon as
possible thereafter. WH Ireland’s oral or written confirmation will give
rise to an irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of WH Ireland 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 Company's
articles of association. Except with WH Ireland’s consent, such commitment
will not be capable of variation or revocation by the Placee.
6. As noted above, each Placee's allocation will, unless otherwise agreed
between the Placee and WH Ireland, be evidenced by a trade confirmation issued
to each such Placee by the WH Ireland. The terms and conditions of this
Announcement (including this Appendix) will be deemed to be incorporated in
that trade confirmation or such other confirmation and will be legally binding
on the Placee on behalf of which it is made and except with WH Ireland consent
will not be capable of variation or revocation by the Placee.
7. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to WH Ireland (as agent for the Company), to pay to WH
Ireland (or as WH Ireland may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such Placee has
agreed to acquire. Such Placee’s obligations will be owed to the Company and
to WH Ireland.
8. Except as required by law or regulation, no press release or other
announcement will be made by WH Ireland 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.
9. 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".
10. All obligations of WH Ireland 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".
11. 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.
12. To the fullest extent permissible by law and the applicable rules of the
FCA, neither WH Ireland nor any of its Affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions) in respect
of the Placing, the SI Placing and/or the Subscriptions. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and WH Ireland and its Affiliates shall have
no liability to the Placees for the failure of the Company to fulfil those
obligations. In particular, neither WH Ireland, the Company nor any of their
Affiliates shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of WH Ireland’s conduct of the
Placing, or of such alternative method of effecting the Placing as WH Ireland,
its Affiliates and the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement being entered into and
having becoming unconditional in all respects (save for Admission) and it not
having been terminated. WH Ireland’s obligations under the Placing Agreement
in respect of, amongst other things, the Placing are conditional on, inter
alia:
1. the release of this Announcement to a Regulatory Information Service by no
later than 6:00 p.m. on 18 June 2021;
2. the Company having received executed legally binding subscription letters
from the Subscribers;
3. the delivery by the Company to WH Ireland of certain documents required
under the Placing Agreement;
4. the Company having performed its obligations under the Placing Agreement
which WH Ireland has, acting in good faith, deemed material to the extent that
fall to be performed prior to Admission;
5. none of the warranties or undertakings given in the Placing Agreement being
untrue or inaccurate or misleading at any time before Admission, and no fact
or circumstance having arisen which would constitute a breach of any of the
warranties or undertakings given in the Placing Agreement on the dates on
which they are given or would have rendered any of the warranties or
undertakings given in the Placing Agreement untrue, incorrect or misleading if
such fact or circumstance had occurred before the date of the Placing
Agreement;
6. the Placing Agreement not having been terminated by WH Ireland; and
7. admission of the New Shares to the standard listing segment of the Official
List and to trading on the Main Market becoming effective on or before 8.00am
on 25 June 2021 or such later date as the Company and WH Ireland may agree,
but not being later than 30 June 2021.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by WH
Ireland by the respective time or date where specified (or such later time or
date as WH Ireland may notify to the Company (being not later than the Long
Stop Date)) or (ii) any of such conditions becomes incapable of being
fulfilled, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.
WH Ireland may, in its discretion and upon such terms as it thinks fit, waive,
or extend the period for, 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
by the Long Stop Date may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement or its Appendix.
Neither WH Ireland, the Company nor any of their respective Affiliates or
officers, directors, employees, agents or advisers 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 WH Ireland.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Right to terminate the Placing Agreement" below and will not be capable
of rescission or termination by it.
Right to terminate the Placing Agreement
WH Ireland is entitled to terminate the Placing Agreement at any time prior to
Admission by giving notice to the Company in certain circumstances, including,
inter alia:
1. the Company is in breach of any provision of the Placing Agreement, or with
the requirements of any laws or regulations (including UK MAR, FSMA or the
Listing Rules) which is material in the context of the Placing or Admission;
2. WH Ireland becomes aware of any circumstance which results in any of the
warranties given in the Placing Agreement being untrue or inaccurate or
misleading when given at the date of the Placing Agreement or would no longer
be true or accurate or would be misleading if such warranties were repeated or
deemed repeated at any time prior to Admission (by reference to the facts and
circumstances then existing);
3. it should come to the notice of WH Ireland that any statement contained in
any of the Issue Documents (as defined in the Placing Agreement) is untrue or
inaccurate or misleading or there has been an omission in the Issue Documents,
in each case, which WH Ireland (acting in good faith) considers would be
materially prejudicial to the Placing, and such matter may not, in the opinion
of WH Ireland be addressed by the publication of a further document or the
making of an announcement;
4. in the opinion of WH Ireland there has occurred any material adverse change
in the financial position and/or prospects of the Company and/or any other
member of the Group which in the opinion of WH Ireland would be materially
prejudicial to the Group or materially and adversely affect the Group, the
Placing, the SI Placing, the Subscriptions, Admission or the subscription for
the Placing Shares by Placees; or
5. there having occurred any material adverse change in national or
international financial, monetary, economic, political, environmental, or
stock market conditions (including a significant and adverse worsening of the
situation relating to Covid-19 in the United Kingdom and/or Angola) which in
the opinion of WH Ireland would be prejudicial to the Group or to the Placing
or Admission.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
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 WH Ireland
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of WH Ireland and that WH Ireland need
not make any reference to Placees in this regard and that neither WH Ireland
nor any of its Affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any
equivalent document in any other jurisdiction. No offering 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 or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in accordance
with the Listing Rules (the "Exchange Information") or which it has otherwise
announced by means of a Regulatory Information Service ("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 neither received nor relied on any
other information (other than the Exchange Information/Publicly Available
Information), representation, warranty, or statement made by or on behalf of
the Company or WH Ireland or any other person and neither WH Ireland, 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 WH Ireland, 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 WH Ireland 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. No Placee should consider any information in this
Announcement to be or constitute 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
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the system
administered by Euroclear UK & Ireland Limited ("CREST"). 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 WH Ireland in accordance with the
standing CREST settlement instructions which they have in place with WH
Ireland (or as directed, if such an agreement does not exist).
Settlement of transactions in the Placing Shares (ISIN: GB00BKM0ZJ18)
following Admission will take place within CREST provided that, subject to
certain exceptions, WH Ireland reserves 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 of the Placing Shares will be on 25 June 2021
unless otherwise notified by WH Ireland and Admission is expected to occur on
25 June 2021 or such later time as may be agreed between the Company and WH
Ireland, not being later 30 June 2021. The trade date for the Placing Shares
will be 18 June 2021.
Each Placee is deemed to agree that, if it does not comply with these
obligations, WH Ireland may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for WH
Ireland 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 WH Ireland 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 WH Ireland such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which WH
Ireland 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 any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither WH Ireland 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 WH
Ireland and to the Company:
1. that it has read and understood this Announcement, including this Appendix,
in its entirety and that its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company are admitted to the standard
listing segment of the Official List and to trading on the Main Market, and
the Company is therefore required to publish the Exchange Information, which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable information
concerning any other publicly traded company without undue difficulty;
3. that its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
4. that the exercise by WH Ireland of any right or discretion under the
Placing Agreement shall be within the absolute discretion of WH Ireland and WH
Ireland 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 WH Ireland or
the Company, or any of their respective officers, directors or employees,
under the Placing Agreement pursuant to the Contracts (Rights of Third Parties
Act) 1999;
5. that these terms and conditions represent the whole and only agreement
between it, WH Ireland 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, the Exchange Information 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, WH Ireland nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
6. that in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in the Prospectus Regulation or the UK
Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any member state
of the EEA other than Qualified Investors or in circumstances in which the
prior consent of WH Ireland has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in the
United Kingdom or any member state of the EEA other than Qualified Investors,
the offer of those Placing Shares to it is not treated under either the
Prospectus Regulation or the UK Prospectus Regulation as having been made to
such persons;
7. that any offer of Placing Shares may only be directed at persons in member
states of the EEA who are EEA Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to EEA
Qualified Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member state of the
EEA within the meaning of the Prospectus Regulation;
8. that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission except to
Relevant Persons or otherwise in circumstances which have not resulted in and
which will not result in an offer to the public in the United Kingdom within
the meaning of the UK Prospectus Regulation.
9. that neither it nor, as the case may be, its clients expect WH Ireland 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 WH Ireland are not acting for it or its
clients, and that WH Ireland will not be responsible for providing the
protections afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
10. 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 neither WH Ireland or
the Company nor any of their respective Affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it requested WH
Ireland , 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;
11. that the only information on which it is entitled to rely on and on which
it has relied upon 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;
12. that neither WH Ireland nor the Company nor 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, the SI Placing, the Subscriptions, the SI Placing
Shares, the Subscriptions Shares or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;
13. that the SI Placing is being conducted by SI Capital independently of the
Placing and the Subscriptions are being made directly with the Company,
independently of WH Ireland and WH Ireland has no responsibility for and
excludes all liability for and shall be held harmless in respect of, all and
any matters relating to or any claims arising from, the SI Placing and/or the
Subscriptions;
14. that it and the person(s), if any, for whose account or benefit it is
subscribing for the Placing Shares is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S;
15. that, unless specifically agreed with WH Ireland, 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 at the time the undertaking to subscribe for
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 and it will not
reoffer, resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from 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;
16. that it is not a national or resident of Canada, Australia, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New Zealand, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant exemptions are not being obtained from the Securities Commission of
any province of Canada, that no document has been or will be lodged with,
filed with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly, offered, sold,
transferred or delivered in or into Canada, Australia, New Zealand, the
Republic South Africa or Japan;
17. 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;
18. 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;
19. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as WH Ireland may determine in
consultation with the Company and without liability to such Placee;
20. that it and any person acting on its behalf is entitled to subscribe for
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 WH Ireland 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;
21. that it (and any person acting on its behalf) has the necessary capacity
and has obtained all necessary consents and authorities to enable it to give
its commitment to subscribe for the Placing Shares and to perform its
subscription obligations and will honour such obligations;
22. 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 this Announcement of which it forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
23. 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 (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;
24. if in a member state of the EEA and except as disclosed in this
Announcement under "Details of the Placing", that it is (i) an EEA Qualified
Investor and (ii) a “professional client” or an “eligible
counterparty” within the meaning set out in EU Directive 2014/65/EU on
markets in financial instruments (MIFID II), as implemented into national law
of the relevant EEA state;
25. if in the United Kingdom, that it is a Relevant Person and it undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
26. that, unless otherwise agreed by WH Ireland, 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;
27. 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;
28. that any money held in an account with WH Ireland (or its nominees) 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 WH Ireland’s (or its nominee) money in accordance
with such client money rules and will be used by WH Ireland in the course of
its own business and each Placee will rank only as a general creditor of WH
Ireland;
29. 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 Disclosure Guidance and Transparency Rules published by
the FCA;
30. 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;
31. 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;
32. that it appoints irrevocably any director of WH Ireland 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;
33. that, as far as it is aware, it is not acting in concert (within the
meaning given in The City Code on Takeovers and Mergers) with any other person
in relation to the Company;
34. that this Announcement does not constitute a securities recommendation or
financial product advice and that neither WH Ireland nor the Company has
considered its particular objectives, financial situation and needs;
35. 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;
36. that it will indemnify and hold the Company and WH Ireland and their
respective Affiliates, officers, directors, employees and agents 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 WH Ireland 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 WH Ireland and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee pursuant to this Announcement (including this Appendix) are given to WH
Ireland for itself and on behalf of the Company and will survive completion of
the Placing and Admission;
37. that time shall be of the essence as regards obligations pursuant to this
Appendix;
38. 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 WH Ireland to provide any legal,
financial, tax or other advice to it;
39. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that WH Ireland shall notify it of such
amendments;
40. that (i) it has complied with its obligations under the Criminal Justice
Act 1993, and UK 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 Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 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; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to WH Ireland such
evidence, if any, as to the identity or location or legal status of any person
which WH Ireland 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 WH Ireland 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 by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as WH Ireland may decide in its absolute
discretion;
41. that it will not make any offer to the public of those Placing Shares to
be subscribed for by it for the purposes of the Prospectus Regulation Rules
made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
42. 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;
43. that it acknowledges that its commitment to acquire Placing Shares on the
terms set out herein and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or WH
Ireland’s conduct of the Placing;
44. 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 WH Ireland 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;
45. that any documents sent to Placees will be sent at the Placees' risk. They
may be sent by post to such Placees at an address notified to WH Ireland;
46. that neither WH Ireland nor the Company owe no fiduciary or other duties
to any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
47. that WH Ireland or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares;
48. that no prospectus, admission document or other offering document has been
or will be prepared in connection with the Placing and it has not received and
will not receive a prospectus, admission document or other offering document
in connection with the Placing or the Placing Shares; and
49. that if it has received any confidential price sensitive information or
inside 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, WH Ireland 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 WH Ireland 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 WH Ireland.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the 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 WH Ireland will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the 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 WH Ireland in the event that any of the Company
and/or WH Ireland 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 WH Ireland accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
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 WH Ireland or by any of its Affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Admission means the admission of the New Shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange becoming effective
Affiliates means in relation to a company, any holding company of that company or any subsidiary of any such holding company or any other body corporate that is owned or controlled by, in control of or under common control with, that company, together with the directors, partners, officers (other than auditors) and employees of each of such persons and of that company
Announcement means this announcement (including the Appendix to this announcement)
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
certificated or in certificated form the description of a share or security which is not in uncertificated form (that is, not in CREST)
COBS Conduct of Business sourcebook of the FCA
Company or Pensana Pensana PLC of Suite 31, Second Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN
CREST the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
Directors the directors of the Company
EEA European Economic Area
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 203,645,822 Ordinary Shares in issue as at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time to time
Group the Company, together with its subsidiaries and subsidiary undertakings
ISIN International Securities Identification Number
London Stock Exchange or LSE London Stock Exchange PLC
Main Market means the LSE’s main market for listed securities
New Shares together, the Placing Shares, the SI Placing Shares and the Subscription Shares
Ordinary Shares ordinary shares of £0.001 each in the capital of the Company
Official List means the Official List of the FCA
Placing the conditional placing of the Placing Shares on the terms and subject to the conditions of the Placing Agreement and the terms and conditions contained in the Appendix to this Announcement
Placing Agreement the Placing Agreement dated 18 June 2021 between (1) the Company (2) and WH Ireland relating to the Placing
Placing Price 120 pence per New Share
Placing Shares 12,500,000 new Ordinary Shares which are proposed to be placed in accordance with the terms of the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Securities Act SI Capital Placing the US Securities Act of 1933, as amended the placing of New Shares at the Placing Price which is being arranged simultaneously with the Placing, by SI Capital
SI Capital means SI Capital Ltd (Company number 04870280, a company incorporated in England and Wales) whose registered address is 19 Berkeley Street, London, W1J 8ED;
SI Capital Placees means those persons who have been procured by SI Capital and shall participate in the Fundraising pursuant to the SI Capital Placing
SI Capital Placing means the conditional placing by SI Capital of the SI Placing Shares on the terms and subject to the conditions of a letter of engagement entered into between the Company and SI Capital dated 24 July 2020 and the SI Placing Letters
SI Placing Shares means those new Ordinary Shares to be allotted and issued to SI Capital Placees pursuant to the SI Capital Placing
SI Placing Letters means the letters entered into between SI Capital and the SI Capital Placees, pursuant to which terms and conditions the SI Capital Placees agree to subscribe for the SI Placing Shares
Subscribers ASF Africa Mining L.P. and certain other potential investors (who are not Placees) who enter into subscription agreements with the Company
Subscription the conditional subscription by the Subscribers for the Subscription Shares at the Placing Price, further details of which are set out in this Announcement
Subscription Shares the new Ordinary Shares to be subscribed for directly with the Company by the Subscribers
UK MAR means the UK version of the EU Market Abuse Regulation (EU 2017/1129), which is forms part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures, including The Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
UK Prospectus Regulation means the UK version of EU Prospectus Regulation, which forms part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures
WH Ireland WH Ireland Limited, acting as the Company's bookrunner in relation to the WH Ireland Placing
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