REG - Petro Matad Ltd - US$16 million Fundraising <Origin Href="QuoteRef">MATD.L</Origin> - Part 2
19/01/2018 12:35
- Part 2: For the preceding part double click ID:nRSS4175Ca
"Resolutions" the resolutions to be proposed at the Extraordinary General Meeting, as set out in the Notice of Extraordinary General Meeting
"Regulatory Information Service" a regulatory information service as defined by the Listing Rules
"Rule 144A" Rule 144A under the Securities Act
"Securities Act" the US Securities Act of 1933 (as amended)
"Shareholders" holders of Ordinary Shares
"Sinopec" Sinopec International Petroleum Service Mongolia Co. Ltd
"Stifel" Stifel Nicolaus Europe Limited
"Stockdale" Stockdale Securities Limited
"Subscription Agreements" the agreements to be dated 18 January 2018 between the Company and Petrovis, and between the Company and certain Directors, pursuant to which Petrovis and certain Directors will agree to subscribe for the Subscription Shares at the Placing Price
"Subscriptions" the subscription of the Subscription Shares at the Placing Price by Petrovis and certain Directors and members of the Company's senior management team
"Subscription Shares" the new Ordinary Shares to be issued pursuant to the Subscription Agreements
"uncertificated" or "in uncertificated form" a shareholding which is recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state in the United States, the District of Columbia and other areas subject to its jurisdiction
"US$" or "U.S. Dollar" the lawful currency of the United States
"£", "Pounds Sterling" or "Pence" the lawful currency of the United Kingdom
GLOSSARY
The following glossary of terms applies throughout this Announcement, unless
the context otherwise requires:
"2D seismic" seismic data acquired in a single traverse or series of traverses. 2D seismic data provides single cross sections
"3D seismic" seismic data acquired as multiple, closely spaced traverses. 3D seismic data typically provides a more detailed and accurate image of the subsurface than 2D seismic
"appraisal" the phase of petroleum operations immediately following a successful discovery. Appraisal is carried out to determine size, production rate and the most efficient development of a field
"basin" a depression in the crust of the Earth, caused by plate tectonic activity and subsidence, in which sediments accumulate
"bopd" barrels of oil per day
"contingent prospective resource" those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more
contingencies
"discovery" an exploration well which has encountered oil and gas for the first time in a structure
"exploration" the phase of operations which covers the search for oil or gas by carrying out detailed geological and geophysical surveys followed up where appropriate by exploratory drilling
"gravity survey" form of mineral exploration that measures the changes of rock density by looking at changes in gravity
"lacustrine" type of reservoir formed in basin containing water surrounded by land and initially formed by tectonic processes, volcanic, rifting, soil movement, the erosion by the wind on the coast or in land
"mmbo" million barrels of oil
"NPV10" net present value, discounted at a ten per cent. discount rate
"outcrops" an outcrop or rocky outcrop is a visible exposure of bedrock or ancient superficial deposits on the surface of the Earth.
"prospect" an identified trap that may contain hydrocarbons. A potential hydrocarbon accumulation may be described as a lead or prospect depending on the degree of certainty in that accumulation. A prospect is generally mature enough to be considered for drilling
"prospective resource" are estimated volumes associated with undiscovered accumulations. These represent quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from oil and gas deposits identified on the basis of indirect evidence but
which have not yet been drilled. This class represents a higher risk than contingent resources since the risk of discovery is also added. For prospective resources to become classified as contingent resources, hydrocarbons must be discovered, the
accumulations must be further evaluated and an estimate of quantities that would be recoverable under appropriate development projects prepared
"reservoir" an underground porous and permeable formation where oil and gas has accumulated
"turbidite" geologic deposit of a turbidity current, which is a type of sediment gravity flow responsible for distributing vast amounts of clastic sediment into the deep ocean
Appendix 1 - Terms and Conditions of the Placing
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") 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, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY
THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE
2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE");
(B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED;
(C) IN SINGAPORE (I) TO INSTITUTIONAL INVESTORS UNDER SECTION 274 OF THE
SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE "SFA"), (II) TO A
RELEVANT PERSON PURSUANT TO SECTION 275(1) OF THE SFA, OR ANY PERSON PURSUANT
TO SECTION 275(1A) OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED
IN SECTION 275 OF THE SFA, OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE
WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA;
(D) IN HONG KONG PURSUANT TO THE TERMS OFTHE SECURITIES AND FUTURES ORDINANCE
(CHAPTER 571 OF THE LAWS OF HONG KONG) ("SFO") ANDCOMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CHAPTER 32 OF THE LAWS OF HONG KONG)
("COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE")TO PERSONS
WHOSE ORDINARY BUSINESS IS TO BUY OR SELL SHARES OR DEBENTURES, WHETHER AS
PRINCIPAL OR AGENT, OR TO PROFESSIONAL INVESTORS (AS DEFINED IN THE SFO)
(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 PETRO MATAD LIMITED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD (I) IN THE UNITED STATES ONLY TO A LIMITED NUMBER OF "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A ("QIBS"); AND (II) OUTSIDE THE
UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON AND IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO REPRESENTATION IS BEING MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION UNDER THE SECURITIES ACT FOR THE REOFFER, RESALE, PLEDGE OR TRANSFER
OF THE PLACING SHARES.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
No action has been taken by the Company, Stockdale Securities Limited
("Stockdale") Stifel Nicolaus Europe Limited ("Stifel") or Pareto Securities
AS ("Pareto") (together the "Joint Bookrunners" and reference to the Joint
Bookrunners in this Appendix shall be to them individually or collectively as
the context requires) or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
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), Canada, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Directive from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; 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 Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offering 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 or the Republic of South Africa or any other jurisdiction outside the
United Kingdom.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
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 should be read in its entirety. In particular, you should
read and understand the information provided in this "Important Information"
section of this Announcement.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") will be deemed to have read and
understood this Announcement (including the Appendix) in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Announcement.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things):
1 that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 that in the case of a Relevant Person in a member state of the
EEA which has implemented the Prospectus Directive (each, a "Relevant Member
State") who acquires any Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article 2(1)(e)
of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Relevant Member State other than Qualified
Investors or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of persons
in any member state of the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3 that in the case of a Relevant Person in Singapore who acquires
any Placing Shares pursuant to the Placing, it is an institutional investor
under section 274 of the SFA, or is a person who can otherwise participate in
the Placing pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA;
4 that in the case of a Relevant Person in Hong Kong who acquires
any Placing Shares pursuant to the Placing, it is a person whose ordinary
business is to buy or sell shares or debentures, whether as principal or
agent, or (2) is a professional investors (as defined in the SFO);
5 that it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
6 that it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to any
further terms set forth in the form of confirmation to be sent to individual
Placees.
Each Placee, by participating 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 information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Bookrunners, the Company or any other person and
none of the Joint Bookrunners, the Company or any other person acting on such
person's behalf nor any of their respective affiliates has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. 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. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint Bookrunners as
agent and broker for and on behalf of the Company, have agreed to use their
reasonable endeavours to procure Placees for the Placing Shares at the Placing
Price. The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement becoming unconditional and not
being terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Subject to, amongst other things, the Placing Agreement becoming unconditional
and not being terminated in accordance with its terms, it is expected that
Admission will take place no later than 8.00 a.m. on 9 February 2018 and that
dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1 Stockdale is acting as nominated adviser and joint broker to the
Placing and each of Stifel and Pareto are acting as joint bookrunners to the
Placing, as agent for and on behalf of the Company. Each of the Joint
Bookrunners is authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and is 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 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by any of the Joint Bookrunners to
participate. Each of the Joint Bookrunners and any of their respective
affiliates are entitled to participate in the Placing.
3 The Issue Price will be a fixed price of 6.5 pence per Placing
Share. No commissions will be paid to Placees or by the Placees in respect of
any Placing Shares.
4 Each Placee's allocation will be confirmed to Placees orally by
the relevant Joint Bookrunner, and a contract note will be despatched as soon
as possible thereafter. The oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of the Joint Bookrunners and the Company,
under which it agrees to acquire the number of Placing Shares allocated to it
at the Issue Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with the Joint
Bookrunners' written consent, such commitment will not be capable of variation
or revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by the relevant Joint Bookrunner.
The terms of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Joint Bookrunners (as agent for the Company),
to pay to it (or as it 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 and the Company has agreed to allot and issue to that
Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
8 All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to below under "Conditions
of the Placing" and to the Placing not being terminated on the basis referred
to below under "Termination of the Placing".
9 By participating in the Placing, each Placee will agree 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.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of the Joint Bookrunners'
respective affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with any of the
Joint Bookrunners as defined in the Financial Services and Markets Act 2000
("FSMA") ((b) and (c) being together "affiliates" and individually an
"affiliate" of the Joint Bookrunners), (d) any person acting on any of the
Joint Bookrunners' behalf, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither the
Joint Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may agree.
Registration and Settlement
Participation in the Placing is only available to persons who are invited to
participate in it by the Joint Bookrunners.
Each Placee allocated Placing Shares in the Placing will be sent a contract
note stating the number of Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to the relevant Joint Bookrunner (as
agent for the Company) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed as directed by the relevant Joint Bookrunner
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:IM00B292WR19 )
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take place on 9
February 2018 unless otherwise notified by the Joint Bookrunners and Admission
is expected to occur no later than 8.00 a.m. on 9 February 2018 unless
otherwise notified by the Joint Bookrunners. Admission and Settlement may
occur at an earlier date, which if achievable, will be notified through a
Regulatory Information Service. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and the Joint Bookrunners may agree that the Placing
Shares should be issued in certificated form. The Joint Bookrunners reserve
the right to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the CREST system
or would not be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of their Placing Shares
on their behalf and retain from the proceeds, for the Joint Bookrunners' own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional 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
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 9 February
2018 (or such later date as the Company and the Joint Bookrunners may agree in
writing, in any event being not later than 8.00 a.m. on 16 February 2018);
(b) the performance by the Company in all material respects of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Admission;
(c) an electronic copy of the Circular being submitted to the London
Stock Exchange as required by Rule 20 of the AIM Rules;
(d) the Company procuring that a Circular and Form of Proxy are sent
to each Shareholder;
(e) the passing of the Resolutions (without any amendment which has
not been previously approved by the Joint Bookrunners);
(f) the Subscription Agreements having been completed and the
subscription funds received by the Company;
(g) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become untrue,
inaccurate or misleading at any time before Admission in each case which is
material in the context of the Placing;
(h) there being no development or event which will or is likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, management, results of operations, financial position, business or
general affairs of the Company or the Group, respectively which is likely to
render the Placing or Admission, temporarily or permanently, impracticable or
inadvisable;
(i) the Joint Bookrunners' obligations under the Placing Agreement
not being terminated in accordance with its terms,
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and the
Joint Bookrunners may agree, provided that the time for satisfaction of the
condition set out in (i) above shall not be extended beyond 8.00 a.m. on 16
February 2018), or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Certain conditions may be waived in whole or in part by the Joint Bookrunners,
in their absolute discretion by notice in writing to the Company and the Joint
Bookrunners may also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them 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 any of them may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Joint Bookrunners.
Termination of the Placing
The Joint Bookrunners may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, inter alia:
1 it comes to the attention of the Joint Bookrunners that any of
the warranties were not true or accurate, or were misleading when given or
deemed given in a way that is material in the context of the Placing; or
2 it comes to the attention of the Joint Bookrunners that the
Company has failed to comply with its obligations under the Placing Agreement,
FSMA, the AIM Rules or other applicable law in a way that is material in the
context of the Placing; or
3 it comes to the attention of the Joint Bookrunners that any
statement contained in the Issue Documents has become or been discovered to be
untrue, inaccurate or misleading; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects or business
of the Company and its subsidiary undertakings (taken as whole) which, in the
opinion of the Joint Bookrunners, will or is likely to be prejudicial to the
Placing or (acting in good faith) Admission or to the subscription for Placing
Shares by Placees.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination, waiver or any condition or decision to extend or not
the time for satisfaction of any condition or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or the Joint Bookrunners and that neither of the Company nor
the Joint Bookrunners need make any reference to such Placee and that neither
the Joint Bookrunners, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the Joint Bookrunners of a
form of confirmation confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) that (save where the Joint Bookrunners
expressly agree in writing to the contrary):
1 it has read, understood and accepts the terms and conditions set
out within this Announcement in its entirety and that its acquisition of the
Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and that it has not relied
on, and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares or otherwise, other
than the information contained in this Announcement and the Publicly Available
Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document: (a) is required under the Prospectus Directive; and (b) has
been or will be prepared in connection with the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules, 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
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;
4 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 the
Joint Bookrunners, 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 and any information publicly announced by the Company to a
Regulatory Information Service (the "Publicly Available Information") nor has
it requested any of the Joint Bookrunners, the Company, 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;
5 neither the Joint Bookrunners, any person acting on behalf of
them or any of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in 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 Publicly Available Information;
(b) neither the Joint Bookrunners, 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 or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) it has conducted its own
investigation of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and (d) has
not relied on any investigation that the Joint Bookrunners or any person
acting on their behalf may have conducted with respect to the Company, the
Placing or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither the Joint Bookrunners nor any persons acting on their
behalf is responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available Information nor will
they be liable for any Placee's decision to participate in the Placing based
on any information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, Republic of South
Africa or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
9.4 has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Announcement under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its subscription for Placing Shares;
10 it is not, and any person who it is acting on behalf of is not,
and at the time the Placing Shares are subscribed will not be, a resident of,
or with an address in, or subject to the laws of, the United States,
Australia, Canada, Japan, or the Republic of South Africa, and it acknowledges
and agrees that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia, Canada,
Japan, or the Republic of South Africa and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
11 it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
12 neither the Joint Bookrunners, their respective affiliates,
agents, directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be a client of any of the Joint Bookrunners and the Joint
Bookrunners have no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
13 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that it will make
payment to the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement on the due
times and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as the Joint
Bookrunners may, in their absolute discretion determine without liability to
the Placee and it will remain liable for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
14 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the
case may be. Neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to pay the Company and the Joint
Bookrunners in respect of the same (including any interest or penalties) on
the basis that the Placing Shares will be allotted to a CREST stock account of
the Joint Bookrunners or transferred to a CREST stock account of the Joint
Bookrunners who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
15 it is acting as principal only in respect of the Placing or, if
it is acting for any other person, (a) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person and (b) it is and will remain liable to the
Company and the Joint Bookrunners for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that it is
acting for another person);
16 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
17 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and 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;
18 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
section 86(7) of FSMA ("Qualified Investor"), being a person falling within
Article 2.1(e) the Prospectus Directive. For such purposes, 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;
19 it is an institutional investor under section 274 of the SFA, or
is a person who can otherwise participate in the Placing pursuant to, and in
accordance with the conditions of, any other applicable provision of the SFA;
20 it is a person whose ordinary business is to buy or sell shares
or debentures, whether as principal or agent, or is a professional investor
(as defined in the SFO);
21 it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person and it
acknowledges;
22 it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom);
23 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant implementing
measure in any member state), the Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the express prior written consent of
the Joint Bookrunners has been given to the offer or resale;
24 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this invitation to
participate in the Placing;
25 neither the Joint Bookrunners nor any of its respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for any
information previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating to the
Company, and will not be liable for its decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
26 neither the Joint Bookrunners, the Company, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of the Joint Bookrunners, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance of the
Joint Bookrunners' rights and obligations thereunder
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