REG - Predator O&G Hldgs - Proposed Placing to raise a minimum of £7million
31/07/2023 16:45
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RNS Number : 7899H Predator Oil & Gas Holdings PLC 31 July 2023
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
31 July 2023
Predator Oil & Gas Holdings plc
("Predator" or the "Company")
Proposed Placing to raise a minimum of £7 million 1 (#_ftn1)
Trading Update
Predator Oil & Gas Holdings plc (LSE: PRD), a Jersey based Oil and Gas
Company with near-term gas operations focussed on Morocco, announces its
intention to issue new ordinary shares in the capital of the Company (the
"Placing Shares") to institutional investors at a placing price to be
determined following the completion of an accelerated bookbuild process (the
"Placing Price") (the "Placing").
The Company intends to raise minimum gross proceeds of £7 million through the
Placing.
Highlights
· The net proceeds of the Placing will be used for completion of an
extended rigless testing programme for MOU-1, MOU-3 and MOU-4, commencement of
CNG development studies and tendering for long lead items, residual MOU-4 well
costs and general working capital.
· The Placing will be conducted by way of an accelerated bookbuild
which will be launched immediately following the release of this announcement.
· In the event of excess demand, the Company reserves the right to
increase the size of the Placing in its sole discretion.
Trading update and reasons for the Placing
The Company is involved in the exploration, appraisal and further development
of oil and gas assets. The Company operates in Morocco and Ireland and is
currently a non-operator in the Republic of Trinidad and Tobago but may become
an operator conditional on the approval of the Ministry of Energy and Energy
Industries of the Company's acquisition of TRex Holdings Trinidad Ltd.
The principal near-term activities of the Company are exploration and
appraisal drilling for gas onshore Morocco, exploration and appraisal drilling
for oil onshore Trinidad and injecting carbon dioxide into existing, and
potentially future, wells in Trinidad for enhanced oil recovery and carbon
dioxide sequestration.
Through its wholly-owned subsidiary, the Company holds a 75 per cent working
interest in and is the operator of the Guercif Petroleum Agreement in Morocco
where the Company has recently completed the MOU-3 and MOU-4 wells for rigless
testing. The Company will rigless test MOU-1, MOU-3 and MOU-4 to establish gas
flow rates. This testing programme will determine whether or not the threshold
amount of gas required of one million cubic feet of gas per day (0.35 BCF /
year) for a compressed natural gas ("CNG") development in the short term for a
single end user in the Moroccan industrial market has been reached. Upon the
results of this testing programme a decision may be taken to initiate the CNG
development, which may require further financing.
Subject to the results of the MOU-1, MOU-3 and MOU-4 rigless testing
programmes, the potential for CNG growth will be evaluated in the medium term
to assess the potential to scale up to 34 million cubic feet of gas per day
(approximately 12 BCF/year).
The Company intends to utilise the majority of the Net Placing Proceeds for
MOU-4 well costs and rigless well testing of MOU-1 and MOU-3 and MOU-4.
Details of the Placing
The Placing is seeking to raise a minimum of £7m at a minimum price of 11p.
The Placing will be conducted by way of an accelerated bookbuilding process
(the "Bookbuild") which will be launched with immediate effect following this
Announcement in accordance with the terms and conditions set out in Appendix
I. The Placing Shares are not being made available to the public. It is
envisaged that the Bookbuild will close no later than 7.00 a.m. GMT tomorrow,
1 August 2023. Details of the number of Placing Shares, the Placing Price and
the approximate gross proceeds of the Placing will be announced as soon as
practicable after the closing of the Bookbuild. The Placing is not
underwritten.
Fox-Davies Capital Limited ("Fox-Davies") and Novum Securities Limited
("Novum") (together Fox-Davies and Novum being the "Joint Brokers") are acting
as joint brokers in respect of the Placing.
To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Fox-Davies or Novum.
Admission of Placing Shares
Application will be made for the Placing Shares to be admitted to trading on
the standard segment of the main market of London Stock Exchange plc
("Admission"). It is expected that Admission will take place at or around 8.00
a.m. (London time) on 15 August 2023 (or such later date as many be agreed
between the Company, Novum and Fox-Davies) but in any event not later than
8.00 a.m. on 31 August 2023. The Company does not currently have the ability
under the Prospectus Regulation Rules to apply to the FCA for admission of the
Placing Shares. The Company is working with its advisers to obtain approval of
a prospectus (the "Prospectus") which is in the late stages of the vetting
process with the FCA. In the event that the Prospectus is not approved by
the FCA by 23 August 2023, the Company will however have sufficient headroom
under the Prospectus Regulation Rules to apply for admission of the Placing
Shares. The Placing is conditional upon, inter alia, Admission becoming
effective and the placing agreement between the Company, Novum and Fox-Davies
("Placing Agreement") not having been terminated. The Placing Shares
will, when issued, be credited as fully paid and will rank pari passu in all
respects with the Company's existing issued ordinary shares of no par value
each ("Ordinary Shares").
Total Voting Rights
As at today's date, the Company's issued share capital consists of 426,403,418
Ordinary Shares. The Company holds no Ordinary Shares in treasury.
Therefore, the total number of voting rights in Predator is 426,403,418, which
is the figure which should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, Predator shares under the FCA's
Disclosure and Transparency Rules.
This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement.
Further details of the Placing are set out in Appendix I, below.
-Ends-
Enquiries:
Predator Oil & Gas plc Tel: +44 (0) 1534 834 600
Paul Griffiths Executive Chairman Info@predatoroilandgas.com
Lonny Baumgardner Managing Director
Novum Securities Limited Tel +44 (0)20 7399 9427
David Coffman / Colin Rowbury
CRowbury@novumsecurities.com
Fox-Davies Capital Limited Tel +44 (0)203 884 7447
Jerry Keen jerry@fox-davies.com
Flagstaff Strategic and Investor Communications Tel: +44 (0)207 129 1474
Tim Thompson predator@flagstaffcomms.com
Mark Edwards
Fergus Mellon
About Predator
Predator is operator of the Guercif Petroleum Agreement onshore Morocco which
is prospective for Tertiary gas less than 10 kilometres from the Maghreb gas
pipeline. The MOU-1 well drilled in 2021 is being prepared for a follow-up
testing programme to coordinate with a further drilling programme to move the
project to a CNG development stage.
Predator is seeking to further develop the remaining oil reserves of
Trinidad's mature onshore oil fields through the application of CO2 EOR
techniques and by sequestrating anthropogenic carbon dioxide.
Predator owns and operates exploration and appraisal assets in licensing
options offshore Ireland, for which successor authorisations have been applied
for, adjoining Vermilion's Corrib gas field in the Slyne Basin on the Atlantic
Margin and east of the decommissioned Kinsale gas field in the Celtic Sea.
Predator has developed a Floating Storage and Regasification Project ("FSRUP")
for the import of LNG and its regassification for Ireland and is also
developing gas storage concepts to address security of gas supply and
volatility in gas prices during times of peak gas demand.
The Company has a highly experienced management team with a proven track
record in operations in the oil and gas industry.
For more information, visit www.predatoroilandgas.com
IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the Listing Rules.
US SECURITIES LAW
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 into 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.
No public offering of securities is being made in the United States.
JERSEY
The Jersey Financial Services Commission has not provided any consent to the
circulation of this document. This document does not constitute a
'Prospectus' for the purposes of the Companies (Jersey) Law 1991, the
Companies (General Provisions) (Jersey) Order 2002 or the Control of Borrowing
(Jersey) Order 1958 and no consent has been applied for or received in
relation to the circulation of this document.
APPENDIX I
FURTHER DETAILS OF THE PLACING
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 OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BROKERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
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 THE JOINT BROKERS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT 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 OF AMERICA. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES OF AMERICA.
The contents of this Announcement have not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in relation to the
Placing. If you are in any doubt about any of the contents of this
Announcement, you should obtain independent professional advice. This is not
an offer to the public and the Placing Documents (as defined below) will not
be registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) or any
other applicable ordinance in Hong Kong.
This Announcement must not, therefore, be distributed, issued, circulated or
possessed for the purpose of distribution or issue or circulation, to persons
in Hong Kong other than (1) to professional investors within the meaning of
the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)
(including professional investors falling within the Securities and Futures
(Professional Investors) Rules (Cap. 571D of the laws of Hong Kong)) or (2) in
circumstances which would not constitute an offer to the public for the
purpose of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32 of the laws of Hong Kong) or the Securities and Futures Ordinance
(Cap. 571 of the laws of Hong Kong).
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER
TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN ANY
JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR
DISTRIBUTION IN OR INTO AUSTRALIA. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER ANY APPLICABLE SECURITIES LAWS OF AUSTRALIA. SUBJECT
TO CERTAIN EXCEPTIONS, THE ORDINARY SHARES MAY NOT BE OFFERED FOR SALE OR
SUBSCRIPTION, OR SOLD OR SUBSCRIBED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF
AUSTRALIA.
NO PLACEMENT DOCUMENT, PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION ("ASIC") IN RELATION TO THE OFFERING. THIS DOCUMENT
DOES NOT CONSTITUTE A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT UNDER THE CORPORATIONS ACT 2001 (THE "CORPORATIONS ACT")
AND DOES NOT PURPORT TO INCLUDE THE INFORMATION REQUIRED FOR A PROSPECTUS,
PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT. TO THE EXTENT THIS DOCUMENT IS DISTRIBUTED IN AUSTRALIA, IT
IS DISTRIBUTED FOR INFORMATION PURPOSES ONLY.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR, OR SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY, ORDINARY
SHARES TO ANY PERSON IN AUSTRALIA. ANY OFFER IN AUSTRALIA OF THE ORDINARY
SHARES MAY ONLY BE MADE TO PERSONS (THE "EXEMPT INVESTORS") WHO ARE
"SOPHISTICATED INVESTORS" (WITHIN THE MEANING OF SECTION 708(8) OF THE
CORPORATIONS ACT), "PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTION
708(11) OF THE CORPORATIONS ACT) OR OTHERWISE PURSUANT TO ONE OR MORE
EXCEPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS ACT SO THAT IT IS
LAWFUL TO OFFER THE ORDINARY SHARES WITHOUT DISCLOSURE TO INVESTORS UNDER
CHAPTER 6D OF THE CORPORATIONS ACT.
THE ORDINARY SHARES APPLIED FOR BY EXEMPT INVESTORS IN AUSTRALIA MUST NOT BE
OFFERED FOR SALE IN AUSTRALIA FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF
ALLOTMENT UNDER THE PLACING, EXCEPT IN CIRCUMSTANCES WHERE DISCLOSURE TO
INVESTORS UNDER CHAPTER 6D OF THE CORPORATIONS ACT WOULD NOT BE REQUIRED
PURSUANT TO AN EXEMPTION UNDER SECTION 708 OF THE CORPORATIONS ACT OR
OTHERWISE OR WHERE THE OFFER IS PURSUANT TO A DISCLOSURE DOCUMENT WHICH
COMPLIES WITH CHAPTER 6D OF THE CORPORATIONS ACT. ANY PERSON ACQUIRING
ORDINARY SHARES MUST OBSERVE SUCH AUSTRALIAN ON-SALE RESTRICTIONS.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE OFFERED TO INVESTORS IN
SWITZERLAND UNDER AN EXEMPTION TO PREPARE AND PUBLISH A PROSPECTUS PURSUANT TO
THE SWISS FINANCIAL SERVICES ACT ("FINSA"), BECAUSE THE SECURITIES ARE ONLY
OFFERED TO PROFESSIONAL INVESTORS AS DEFINED UNDER FINSA AND BECAUSE SUCH
SECURITIES WILL NOT BE ADMITTED TO TRADING ON ANY TRADING VENUE IN
SWITZERLAND. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO
FINSA AND NO SUCH PROSPECTUS HAS BEEN OR WILL BE PREPARED FOR OR IN CONNECTION
WITH THE OFFERING OF THE SECURITIES.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION
OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND, IN PARTICULAR, IS NOT TO BE
FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, SUBJECT TO CERTAIN LIMITED
EXCEPTIONS. THIS DOCUMENT IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO AUSTRALIA AND ITS RESPECTIVE TERRITORIES AND
POSSESSIONS (TOGETHER, THE "PROHIBITED TERRITORY") OR TO ANY NATIONAL,
RESIDENT OR CITIZEN OF THE PROHIBITED TERRITORY OR TO ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS THEREOF, OR TO
ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION,
FORWARDING OR TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY
REQUIREMENT. NO ACTION HAS BEEN TAKEN BY THE JOINT BROKERS, THE COMPANY NOR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING
SHARES OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OTHER PUBLICITY
MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 THE
PLACING 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 THE PLACING
SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the 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 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 Canada, Japan, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or delivery would
be unlawful.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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 MiFID II); 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 offer. In all
circumstances the Joint Brokers will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; 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 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 making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Joint Brokers and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the relevant Joint Broker 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 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
The Company has today entered into the Placing Agreement with the Joint
Brokers (the Company's brokers in connection with the Placing) under which,
the Joint Brokers have, on the terms and subject to the conditions set out
therein, undertaken to use their reasonable endeavours to procure subscribers
for the Placing Shares. It is expected that the Placing will raise a minimum
of £7 million in gross proceeds. The Placing is not being underwritten by the
Joint Brokers or any other person.
It is intended that the Placing Shares will be issued on or around 15 August
2023 unless the Prospectus is not approved by that date in which event the
Placing Shares will be issued on or around 23 August 2023. The Placing
Shares will, when issued, be subject to the articles of association of the
Company, be credited as fully paid and rank pari passu in all respects with
the existing Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on the Main Market of the London Stock Exchange
under PRD with ISIN: JE00BFZ1D698.
Application for admission to trading of the Placing Shares
Applications will be made to the FCA for the Placing Shares to be admitted to
the Official List maintained by the FCA by way of a standard listing under
Chapter 14 of the Listing Rules and to the London Stock Exchange for the
Placing Shares to be admitted to trading on the London Stock Exchange's Main
Market for listed securities. 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 15 August 2023 (the "Admission") unless the Prospectus is not approved
by 15 August in which event the Placing Shares will be issued on or around 23
August 2023.
In any event, the latest date for Admission is 31 August 2023 (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. The Joint Brokers are arranging the Placing
as agents for, and brokers to, the Company.
2. The Placing Price and the number of Placing
Shares to be issued will be determined by the Company (in consultation with
the Joint Brokers) following completion of a bookbuilding exercise (the
"Bookbuild"). The results of the Bookbuild will be released through a
Regulatory Information Service following the completion of the Bookbuild. The
Joint Brokers shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its absolute discretion determine,
following consultation with the Company.
3. To bid in the Bookbuild, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Fox-Davies or Novum. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire either at the Placing Price
which is ultimately established by the Company or at prices up to a price
limit specified in its bid. Bids may be scaled down by the Joint Brokers on
the basis referred to in paragraph 7 below.
4. The Bookbuild is expected to close no later
than 7.00 a.m. on 1 August 2023 but may be closed earlier or later at the
discretion of the Joint Brokers. The Joint Brokers may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
5. Participation in the Placing is only
available to persons who are lawfully able to be, and have been, invited to
participate by the Joint Brokers. The Joint Brokers are entitled (but under no
obligation) to participate in the Placing as principal.
6. Following the close of the Bookbuild for the
Placing, each Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by the Joint Brokers and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter. The Joint Brokers 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 the Joint Brokers 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 the Joint Brokers' consent, such
commitment will not be capable of variation or revocation.
7. Each Placee's allocation will, unless
otherwise agreed between the Placee and the Joint Brokers, be evidenced by a
trade confirmation or contract note issued to each such Placee by the Joint
Brokers. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint Brokers'
consent, will not be capable of variation or revocation from the time at which
it is issued.
8. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Brokers (as agents for
the Company), to pay to the Joint Brokers (or as the Joint Brokers 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.
9. Except as required by law or regulation, no
press release or other announcement will be made by the Joint Brokers 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.
10. 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".
11. All obligations of the Joint Brokers 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".
12. 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.
13. To the fullest extent permissible by law and the
applicable rules of the Financial Conduct Authority, neither of the Joint
Brokers nor any of their 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. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Joint Brokers and their
Affiliates shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither the Joint Brokers
nor any of their Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint Brokers'
conduct of the Placing or of such alternative method of effecting the Placing
as the Joint Brokers and the Company may determine.
Conditions of the Placing
The Joint Brokers 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 4.40 p.m. on 31 July 2023;
2. application having been made by or on behalf
of the Company for Admission to the London Stock Exchange not later than 8.00
a.m. on 15 August 2023 (or such later date as may be agreed between the
Company and the Joint Bookrunners (acting jointly), being not later than 8.00
am on the Long Stop Date);
3. the publication of the Prospectus having been
approved and filed with the FCA in accordance with the UK Prospectus
Regulation Rules published by the FCA or the Company having sufficient
headroom pursuant to the Prospectus Regulation Rules to seek admission of the
Placing Shares without the need to publish the Prospectus ;
4. the publication of an announcement
communicating the results of the Placing not later than 5.00 p.m. on the first
Business Day following the date of this Announcement (or such other time
and/or date as agreed by the Company and the Joint Brokers);
5. the delivery by the Company to the Joint
Brokers of certain documents required under the Placing Agreement;
6. the Company having complied with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;
7. the delivery by the Company to the Joint
Brokers on the Business Day immediately before Admission of a warranty
certificate signed on behalf of the Company;
8. none of the warranties given in the Placing
Agreement being untrue, inaccurate or misleading in any material respect at
any time between the date of the Placing Agreement and Admission, and no
matter having arisen prior to Admission which might reasonably render any of
the warranties untrue or inaccurate or misleading in any material respect in
any respect if it was repeated as at Admission;
9. the Placing Shares having been allotted,
subject only to Admission, to the Placees credited as fully paid;
10. the Company and/or the Joint Brokers not having
become aware of:
10.1 any new material factor, mistake or inaccuracy in
relation to the information contained in this Announcement having arisen such
that the Company is or may be required to issue a notification pursuant to the
Listing Rules or is otherwise material or required to make the statements in
this Announcement not misleading in any material respect;
10.2 any matter which is or might be material in the
context of any assumption or other matter relevant to any forecast or
statement about the prospects of the Company in this Announcement;
10.3 any matter which indicates that a significant change
or new matter in respect of the Company has or might have occurred before
Admission;
11. the Placing Agreement not having been terminated
by the Joint Brokers; and
12. admission of the Placing Shares to trading on the
Main Market of the London Stock Exchange becoming effective in accordance with
the Listing Rules not later than 8.00 a.m. on 15 August 2023 or such later
date as may be agreed in writing between the Company, Novum and Fox-Davies,
but in any event not later than 8.00 a.m. on the Long Stop Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by
Fox-Davies and Novum by the respective time or date where specified (or such
later time or date as Fox-Davies and Novum may notify to the Company); (ii)
any of such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
Fox-Davies and Novum may, at their discretion and upon such terms as they
think 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.
None of Fox-Davies, Novum or the Company nor any of their respective
Affiliates 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 Fox-Davies and Novum.
Right to terminate the Placing Agreement
Each of the Joint Brokers is entitled to cease to participate in the Placing
by giving notice to the Company in certain circumstances, including, inter
alia, if before Admission:
13. it shall have come to the notice of the Company or
either of the Joint Brokers that:
13.1 any statement contained in the Issue Documents (as
defined in the Placing Agreement) is or has become untrue, inaccurate,
incomplete or misleading, or there shall have occurred any significant new
factor relevant to any of the foregoing;
13.2 the Company has failed to comply with its obligations
under FSMA, MAR, the Companies (Jersey) Law 1991 (as amended), the Listing
Rules or the Prospectus Regulation Rules;
13.3 there has been a breach of any of the Warranties or
other obligations of the Company under the Placing Agreement;
13.4 there has been an event or matter on or after the
date of the Placing Agreement and before Admission which if it had occurred or
arisen at an earlier date would have rendered any of the Warranties untrue or
incorrect,
and, such event would, in the opinion of the Joint Brokers, have a materially
adverse effect on the Placing;
14. any event or omission has occurred which in the
opinion of the Joint Brokers is or might reasonably be expected to be
materially adverse to the financial position or business or prospects of the
Company or the Placing;
15. any change in national or international,
financial, monetary, economic, political or stock market conditions (including
any suspension or material limitation in the trading of securities generally
on the London Stock Exchange's market for listed securities or in commercial
banking, securities settlement or clearance services in the United Kingdom)
has occurred which in the opinion of any Joint Broker is or might reasonably
be expected to be materially adverse to the Company or to the Placing;
16. any incident of terrorism has occurred which in
the opinion of any the Joint Brokers is or might reasonably be expected to be
materially adverse to the Company or the Placing or the outbreak of
hostilities involving the United Kingdom or the declaration by the United
Kingdom of a national emergency or war; or
17. a deterioration or escalation in the United
Kingdom's response to the COVID-19 pandemic or any other epidemic and/or
pandemic which, in the opinion of any Joint Broker, makes it impractical or
inadvisable to continue with the Placing.
If either Joint Brokers cease to participate in the Placing, the other Joint
Broker may, by notice to the Company, elect either to continue with the
Placing or to terminate the Placing Agreement. 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 the Joint
Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to Placees in this regard
and that neither the Joint Brokers nor any of their Affiliates shall have any
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
Reliance
The Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix), the business and
financial information that the Company is required to publish in accordance
with the Listing Rules and all information contained in the Prospectus (the
"Exchange Information") or which the Company has published via 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 and/or Publicly Available Information),
representation, warranty or statement made by or on behalf of the Company or
the Joint Brokers or any other person and none of the Joint Brokers, the
Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Joint Brokers, 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 any of the Joint Brokers
in making any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal, investment
or similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Registration and Settlement
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 the Joint Brokers in
accordance with the standing CREST settlement instructions which they have in
place with such Joint Broker.
Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, the Placing
Parties reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that it
deems necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 15 August 2023
unless otherwise notified by the Joint Brokers and Admission is expected to
occur by 15 August 2023 or such later time as may be agreed between the
Company, Novum and Fox-Davies, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic confirmation stating
the number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Joint Broker or its
sub-agent and settlement instructions. Each Placee will be deemed to agree
that it will do all things necessary to ensure that delivery and payment is
completed in accordance with instructions provided by Fox-Davies or Novum.
The Company will deliver the Placing Shares to a CREST account operated the
relevant Joint Broker (as appropriate) or their respective sub-agent, in each
case, as agent for and on behalf of the Company and will provide delivery
(DEL) instructions which will be entered into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against payment. It is
expected that settlement will be on 15 August 2023 in accordance with the
instructions set out in the contract note or electronic confirmation, or such
later date to be advised.
Interest is chargeable daily on payments not received from Placees on the due
date at the rate of two percentage points above SONIA as determined by the
Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Brokers may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Brokers' account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Brokers on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the Joint Brokers such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Brokers lawfully take 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 of the Joint
Brokers nor the Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Joint Brokers (in their capacity as placing agents of the Company) and the
Company:
1. that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for or purchase of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements, 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 trading on the Main Market of the London Stock Exchange, 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 the Joint Brokers of any
right or discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Brokers and the Joint Brokers need not have any
reference to it and shall have no liability to it whatsoever in connection
with any decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Joint Brokers 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, the Joint Brokers 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 none of the Company, the Joint Brokers 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 Article 5
of the Prospectus Regulation, (i) the Placing Shares to be 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
any member state of the EEA which has implemented the Prospectus Regulation
other than Qualified Investors or in circumstances in which the prior consent
of the Joint Brokers and the Company has been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation as having
been made to such persons;
7. that neither it nor, as the case may be, its
clients expect the Joint Brokers 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
the Joint Brokers are not acting for it or its clients, and that the Joint
Brokers will not be responsible for providing the protections afforded to
customers of the Joint Brokers or for providing advice in respect of the
transactions described herein;
8. 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 none of the Joint Brokers nor 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 the Joint Brokers, 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;
9. that the only information on which it is
entitled to rely on and on which it has relied in committing to subscribe for
the Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it has made
its own assessment of the Company, the Placing Shares and the terms of the
Placing based on this Announcement and the Publicly Available Information;
10. that none of the Joint Brokers 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 or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;
11. 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;
12. that it and the person(s), if any, for whose
account or benefit it is subscribing for the 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 of America;
13. that it and the person(s), if any, for whose
account or benefit it is subscribing for Placing Shares is, and at the time it
subscribes for the Placing Shares will be either (a) outside the United States
of America and acquiring the Placing Shares in an "offshore transaction" as
defined in and pursuant to Regulation S; or (b) if in the United States of
America, a qualified institutional buyer within the meaning of Rule 144A under
the Securities Act and will have duly executed an investor letter in a form
provided to it;
14. that, in relation to any Placee located in Hong
Kong, it is a professional investor as defined under the Securities and
Futures Ordinance (Cap. 571);
15. 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;
16. 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;
17. 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 of America;
18. 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 the
Joint Brokers may in their discretion determine and without liability to such
Placee;
19. that it is entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or otherwise
and complied with all necessary formalities and that it has not taken any
action which will or may result in the Company or the Joint Brokers 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;
20. that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or purchase
obligations;
21. 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 the Joint Brokers;
22. 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;
23. that, unless otherwise agreed by the Joint
Brokers, it is a qualified investor (as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended ("FSMA"));
24. that, unless otherwise agreed by the Joint
Brokers, 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;
25. 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;
26. that any money held in an account with the
relevant Joint Brokers (or its nominee) on its behalf and/or any person acting
on its behalf will not be treated as client money within the meaning of the
rules and regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's client
money rules. As a consequence, this money will not be segregated from the
relevant Joint Brokers' (or its nominee) money in accordance with such client
money rules and will be used by the relevant Joint Brokers in the course of
its own business and each Placee will rank only as a general creditor of the
relevant Joint Brokers;
27. 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;
28. 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;
29. 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;
30. that it appoints irrevocably any director of the
relevant Joint Broker, 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;
31. 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, save as previously disclosed
to the Joint Brokers;
32. that this Announcement does not constitute a
securities recommendation or financial product advice and that none of the
Joint Brokers nor the Company has considered its particular objectives,
financial situation and needs;
33. 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;
34. that it will indemnify and hold the Company and
the Joint Brokers and their respective Affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and the Joint Brokers will rely on the truth
and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer true
or accurate, the Placee shall promptly notify the Joint Brokers and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this Appendix)
are given to both the Joint Brokers and the Company and will survive
completion of the Placing and Admission;
35. that time shall be of the essence as regards its
obligations pursuant to this Appendix;
36. that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or the
Joint Brokers to provide any legal, financial, tax or other advice to it;
37. that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that the Joint
Brokers shall notify it of such amendments;
38. that (i) it has complied with its obligations
under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist financing,
it has complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the
Money Laundering, 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 the Joint Brokers such evidence, if any, as to the identity or
location or legal status of any person which the Joint Brokers may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Brokers on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the relevant Joint Broker may decide
in its absolute discretion;
39. that it will not make any offer to the public of
those Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA pursuant to
Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
40. that, in relation to any Placees located in
Australia, it is a "wholesale investor" being a sophisticated or experienced
investor meeting the criteria in sections 708(8) or (10) of the Corporations
Act 2001 (the "Corporations Act") or a "professional investor" (as defined in
the Corporations Act) or does not otherwise require disclosure pursuant to one
or more exemptions contained in section 708 of the Corporations Act so that it
is lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;
41. that it is not acquiring the Placing Shares for
the purposes of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them, within Australia
within the period of 12 months after the date of allotment except in
circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act;
42. that, in relation to any Placees located in
Switzerland, it is a professional investor as defined under FINSA;
43. that, in relation to any Placee located in Israel,
it is a person who is listed in the first schedule of the Israeli Securities
Law - 1968;
44. 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;
45. that it acknowledges that these terms and
conditions and any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Joint Brokers 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;
46. that any documents sent to Placees will be sent at
the Placees' risk. They may be sent by post to such Placees at an address
notified to the Joint Brokers;
47. that neither Joint Brokers nor the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
48. that the Joint Brokers or any of their respective
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;
49. 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;
50. that if it has received any confidential price
sensitive information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the Company;
(ii) encouraged, required, recommended or induced another person to deal in
the securities of the Company; or (iii) disclosed such information to any
person, prior to such information being made publicly available;
The Company, the Joint Brokers and their respective Affiliates will rely upon
the truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint Brokers (for
their own benefit and, where relevant, the benefit of any person acting on
their behalf) and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Brokers.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Brokers in the
event that any of the Company and/or the Joint Brokers have incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Brokers
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Brokers 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.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
Pursuant to the General Data Protection Regulation as implemented in the UK by
the Data Protection Act 2018 ("GDPR") the Company and/or the Joint Brokers may
hold personal data (as defined in the GDPR) relating to past and present
shareholders. Personal data may be retained on record for a period exceeding
six years after it is no longer used. The Company and/or the Joint Brokers
will only process such information for the purposes set out below
(collectively, the "Purposes"), being to: (a) process its personal data to the
extent and in such manner as is necessary for the performance of their
obligations under the contractual arrangements between them, including as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it; (b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or the Joint Brokers
may consider necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may require,
including to third parties outside the EEA; and (d) without limitation,
provide such personal data to their respective affiliates for processing,
notwithstanding that any such party may be outside the EEA; and (e) process
its personal data for the Company's and/or the Joint Brokers' internal
administration.
By becoming registered as a holder of Placing Shares, each Placee acknowledges
and agrees that the processing by the Company and/or the Joint Brokers of any
personal data relating to it in the manner described above is undertaken for
the purposes of: (a) performance of the contractual arrangements between them;
and (b) to comply with applicable legal obligations. In providing the Company
and/or the Joint Brokers with information, it hereby represents and warrants
to each of them that it has notified any data subject of the processing of
their personal data (including the details set out above) by the Company
and/or the Joint Brokers and their respective affiliates and group companies,
in relation to the holding of, and using, their personal data for the
Purposes. Any individual whose personal information is held or processed by a
data controller: (a) has the right to ask for a copy of their personal
information held; (b) to ask for any inaccuracies to be corrected or for their
personal information to be erased; (c) object to the ways in which their
information is used, and ask for their information to stop being used or
otherwise restricted; and (d) ask for their personal information to be sent to
them or to a third party (as permitted by law). A data subject seeking to
enforce these rights should contact the relevant data controller. Individuals
also have the right to complain to the UK Information Commissioner's Office
about how their personal information has been handled.
(#_ftnref1)
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