REG - Premier African Min. - Placing and Retail Offer
16/01/2025 17:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250116:nRSP6626Ta&default-theme=true
RNS Number : 6626T Premier African Minerals Limited 16 January 2025
THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) AND THE INFORMATION HEREIN (THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING
THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
"IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES
ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
16 January 2025
Premier African Minerals Limited
Placing and Retail Offer to conditionally raise up to £3.5 million
Premier African Minerals Limited ("Premier" or the "Company") is pleased to
announce a proposed fundraising of up to £3.5 million through the issue of
new Ordinary Shares by way of a placing and retail offer (together, "the
Fundraising") primarily for the Zulu Lithium and Tantalum Project ("Zulu").
Highlights
· Placing to raise up to £3.5 million through the issue of up to 12,600 million
Placing Shares at 0.0275 pence per new ordinary share ("the Issue Price").
· A Retail Offer will be launched to raise additional funds to enable Premier
shareholders to participate in the Fundraising at the Issue Price.
· The net proceeds from the Fundraising are intended to be used primarily for
Zulu.
· Participation by Canmax Technologies Co. Ltd., the Company's largest
shareholder and prepayment and offtake partner at Zulu.
· Conditional participation by George Roach, Chief Executive Officer of the
Company.
· Additionally, following this Fundraising, Premier will:
Ø Settle certain immediately due creditor payments and essential staff
payments to ensure re-commencement of operations at Zulu.
Ø Commence the planned test run of the Zulu plant operation for a limited
period of 3-to-5-day test using ore already mined and ready to feed to
complete the commissioning of the Spodumene float circuit and to evaluate
alternative reagent use and dosing that will be managed by the Betachem team.
Ø Secure the 15 to 20 tph Spodumene flotation plant currently in Harare.
· The Issue Price represents a discount of approximately 30 % to the closing
mid-market price on 15 January 2025.
· Assuming the Placing and the Retail Offer is subscribed in full, the
Fundraising will represent approximately 25 per cent. of the Company's
enlarged issued share capital.
The Company proposes to raise gross proceeds of up to £3.5 million by way of
a placing of up to 12,600 million new ordinary shares (the "Ordinary Shares")
in the capital of the Company (the "Placing Shares") at a price of 0.0275
pence pence per Placing Share (the "Issue Price") (the "Placing"). The Placing
will be undertaken by way of an accelerated bookbuild (the "Accelerated
Bookbuild") which will be launched following this Announcement. The Placing is
subject to the terms and conditions set out in the Appendix to this
Announcement.
In addition, the Company intends to carry out a separate retail offer (the
"Retail Offer Shares", and together with the Placing Shares, the "New Ordinary
Shares") at the Issue Price on the BookBuild Platform to raise the balance of
the Fundraising not raised in the Placing (the "Retail Offer", and together
with the Placing, the "Fundraising"). The Board values its retail shareholder
base, which have continued to support the Company alongside various
institutional investors. Given the strong support of our retail shareholders,
the Company believes that it is appropriate to provide its retail shareholders
the opportunity to participate in the Retail Offer. A separate announcement
will be made in due course regarding the Retail Offer and its terms (the
"Retail Offer Announcement"). For the avoidance of doubt, the Retail Offer is
not part of the Placing. The results of the Retail Offer are expected to be
announced on 21 January 2025.
The Placing is conditional on, inter alia, (i) the Placing Agreement becoming
unconditional in all respects in relation to the Placing and not having been
terminated in accordance with its terms; (iii) the Retail Offer and (ii)
Admission (as defined below). The Retail Offer is conditional on the
Placing. Completion of each of the Placing and Retail Offer is
inter-conditional upon, inter alia, the gross proceeds of the Fundraising,
taken together with the value of liabilities that creditors agree to settle by
accepting new shares ("Settlement Shares"), on the same terms as to price as
the Placing, being not materially less than £3.5 million. Accordingly,
should the gross proceeds of the Fundraising, together the value of Settlement
Shares issued at the Price, be materially less than £3.5million, the Placing
and Retail Offer will not proceed.
VSA Capital Limited ("VSA Capital") and Shore Capital Stockbrokers Limited
("Shore Capital") (together, the "Bookrunners") are acting as joint
bookrunners and placing agents in connection with the Placing. Beaumont
Cornish Limited ("Beaumont Cornish") is acting as nominated adviser to the
Company.
George Roach, CEO commented, "The future of Zulu requires successfully
completing the commissioning of the plant and seeing production on a
profitable basis. Our entire team, our OEM and other suppliers all appreciate
this, and we are grateful as much to our own long-suffering staff as to those
other parties for their understanding and willingness still to work with us.
I also wish to express our appreciation to Dr Luo Wei for his period of
service as Canmax representative and while we await confirmation from Canmax
of their proposed incoming representative, Premier has extended board observer
rights to Mr. CS Tay who has been actively involved on behalf of Canmax since
entering into the Offtake and Prepayment Agreement."
Investors should note the important changes to the agreement with Canmax in
the Company's announcement made on 24 December 2024, in which we discussed the
amendments to the Offtake and Prepayment Agreement. Canmax participation in
this refinancing, applying interest due to them under the Offtake and
Prepayment Agreement to a subscription to maintain their interest in the
Company at 13.38% is a demonstration of their shared determination to get the
project into commercial production.
Likewise my own participation. I have always tried to put the Company first
and I intend to demonstrate my confidence in the Company by subscribing at the
Issue Price for any remaining shares available under the existing share
authorities through the partial repayment of my outstanding loan which is due
in cash. My participation comes last in line as maximising new cash into the
Company is the priority. If the Fundraising is fully subscribed, and with the
issue of new shares to Canmax, it is expected that my participation will be
substantially scaled back and the balance of the loan, which remains
unsecured, will be rolled over for a further 13 months. I hope shareholders
recognise my commitment to the Company with this gesture, and that I am fully
aligned with them.
This Fundraising does not resolve everything, but I believe is the start of a
reset of Premier and is required to stabilise our position and from here we
can hopefully move forward quickly and successfully at Zulu with necessary
restructuring of both the board and the management of the Company. I look
forward to further updates in this regard in the near future."
Zulu Project status
In the Notice of General Meeting published on 4 December 2024 ("Notice"), the
Company set out a detailed update on the status of the Zulu plant and the need
to raise additional funding to settle certain immediately due creditor
payments, complete the commissioning and optimisation of both the Primary
Flotation Plant and Secondary Flotation Plant (as both defined below) to
achieve the targeted grade and recovery and provide additional working capital
for the Company.
The Zulu plant has not run since July 2024 as the current Spodumene float
circuit ("Spodumene Flotation Circuit") is not fully commissioned and
optimised and has not yet demonstrated the ability to meet the continuous
recovery of Spodumene concentrate nor the expected grade. Since July 2024,
extensive test work has been completed on the Primary Flotation Circuit, both
at Zulu laboratory and, by Enprotec (the supplier of the Primary Flotation
Circuit) and by Betachem (the principal supplier of the reagents) at the
independent Geolabs facility, and the recommendations are that the Zulu
plant be run for an initial 3-to-5-day period to establish definitively
whether the test work results can be replicated on the Spodumene Flotation
Circuit. This will drive any decision that may be needed to achieve grade and
recovery through the Spodumene Flotation Circuit. The initial 3-to-5-day run,
which will require a two-week lead time to run the Zulu plant, is targeted for
late January 2025 or early February 2025.
To provide an alternative to the existing Spodumene float plant if the test
run is unsuccessful, the Company plans also, subject to funding, immediately
to acquire and install an additional 15 to 20 tph Spodumene flotation plant
("Secondary Flotation Plant") currently in Harare, and immediately available
to potentially mitigate any unforeseen issues that occur under the 3-to-5-day
plant test. The cost of running the test and this acquisition is estimated at
$800,000. This is expected to allow Zulu to return to production regardless of
the outcome of the 3-to-5-day plant test on the existing plant. The Secondary
Flotation Plant uses conventional froth recovery by mechanical scaping and
Zulu ore has already been successfully tested on a similar plant in Zimbabwe.
The key objective of these remedial actions to the float plant is subsequently
to be able to restart the plant into commercial production if the 3-to-5-day
test run is successful, and if not, rely on production solely through a
combination of the existing float plant and the Secondary Flotation Plant.
Shareholders should note that the effectiveness of the measures referred to
above on the flotation plant will only be known following the 3-to-5-day test
and then if and when the Zulu plant is fully commissioned and tested and
brought into commercial production, the timing of which continues to be
uncertain and there can be no guarantee that the planned 3-to-5-day test run
nor the additional Secondary Flotation Plant will support this. Depending on
the outcome of the 3-to-5-day test and the performance of the Secondary
Flotation Plant, the Company may need to pursue further financing options to
enable commercial production.
While Premier's focus at Zulu remains principally on the Spodumene Flotation
Circuit, test work is also underway on wet high intensity magnetic separation
that is expected to recover Tantalum and evaluation of alternative ore sorting
is nearing completion in Germany, all of which should lead to better
efficiency and overall improved profitability, but none of which prevent
production at Zulu now.
Current Trading
As reported in the interim results published on 30 September 2024 ("Interim
Results"), at the reporting date of 30 June 2024, the Group's total assets
exceeded the total liabilities by $12.481 million and its current
liabilities exceeded its current assets by $47.815 million. The major
component of the current liability excess comprised the $42.8
million (inclusive of interest) received from Canmax as an advance receipt
which is expected to be settled from proceeds from the sale of SC6 to Canmax
from production at Zulu. The balance of liabilities principally comprised
trade creditors incurred by Zulu.
The Zulu plant has not run since July 2024 and as at 31 December 2024,
unaudited total group liabilities (including amounts due to Canmax under the
Offtake and Prepayment Agreement including unsettled interest of $10.8 million
amounted to $65.445 million, of which group trade creditors amounted to
US$15.80 million. Premier's principal trade creditors have, to date, remained
supportive of Zulu pending the flotation plant remedial work explained above,
and further reassurances that Zulu's operations will be recommissioned in good
time to support a full settlement.
Use of Proceeds and Settlement of Creditors
The net proceeds of the Fundraising are sufficient to commence with the final
commissioning and optimisation of the Primary Flotation Plant and purchase of
the Secondary Flotation Plant which the Board believes will underpin the full
recommencement of operations at Zulu in due course and to address those trade
creditors that require immediate full or partial settlement in order to
support the initial 3-to-5-day test run.
The net proceeds of the Fundraising are intended to be applied as follows:
· Completion of the 3-to-5-day flotation plant test run and
purchase and commissioning of the Secondary Flotation Plant. The estimated
cost is $800,000 inclusive of the Purchase of the Spodumene float plant.
· Part payment to the Government of Zimbabwe in respect of deferred
VAT and other statutory requirements of $250,000.
· Part payment in respect of arrears of salaries and wages to
employees of $400,000.
· Part payment to specific suppliers of plant spares and
maintenance of $180,000.
· Any remaining balance will be used in part payments to
contractors and other creditors to enable ongoing commercial operations.
Negotiations regarding certain creditors of the Company and Zulu accepting new
shares of the Company in settlement in full or part settlement of the
liabilities due to them have been taking place for several weeks. It is
expected that agreement will be reached with certain of these parties once the
terms of the Placing (including the Issue Price) are notified to them
("Creditor Settlements"). Details of the number of Settlement Shares issued to
creditors, and the value of the liabilities settled by the Company and Zule,
will be notified to shareholders at the time of the Retail Offer
Announcement.
Working Capital
The Company intends to prioritise essential payments for the implementation of
the 3-to-5-day test run and purchase of the Secondary Flotation Plant, and
those trade creditors with which the Company has agreed payment arrangements.
Shareholders should note that while the Board believes that the principal
trade creditors are supportive of the Company's overall plans, there can be no
guarantee that the ongoing approach for the settlement of trade creditors will
continue to be acceptable to all parties, in which case the Company would need
to accelerate its plans for raising additional capital in order for the
Company to remain a going concern.
Outlook
The Fundraising and the expected Creditor Settlements not sufficient for the
full settlement of the Company and Zulu's creditors, which remains reliant on
the successful commencement of commercial production at Zulu and Premier will
continue to explore its strategic options regarding Zulu, as set out in the
Interim Results. Premier's Board of directors continue to believe that the
best means of both realising and restoring shareholder value through either
the possible sale of Zulu in its entirety, securing an investment partner into
Zulu via a partial sale, or entry into a Joint Venture, all require that Zulu
can demonstrate that it can produce Spodumene concentrate through either the
Primary Flotation Circuit and Secondary Flotation Plant or ideally both as
detailed above.
Canmax Participation
As announced on 24 December 2024, Premier and Canmax agreed to vary the
restated Offtake and Prepayment Agreement in respect of Zulu which the parties
had previously agreed in August 2023 ("Amended Agreement") in order both to
reset the strategic relationship between Premier and Canmax and also to place
Premier into the best possible position to bring Zulu into some level of
production before the long stop date of 1 April 2025, which Premier believes
remains a key component of how the parties will look to settle the prepayment
amount plus interest over time in accordance with the Amended Agreement.
As further agreed under the Amended Agreement, Canmax, at its absolute
discretion, has the right to receive partial repayment of interest owed under
the Offtake and Prepayment Agreement by the issuance of new ordinary shares
("Canmax Shares") in the Company, such that Canmax would hold 13.38% of the
issued share capital of the Company on a fully diluted basis immediately
following the Fundraising ("Participation Rights").
Canmax have confirmed that on the closing of the Fundraising they will
exercise their Participation Rights at the Issue Price to restore their
original holding in Premier to 13.38%. Canmax participation will be by way of
a direct subscription with the Company.
Following the Amended Agreement, the immediate concern of Canmax enforcing its
rights under the Offtake and Prepayment Agreement (to recover the outstanding
sum due as a cash creditor) following an event of default under the Offtake
and Prepayment Agreement has been mitigated as much as the Company can at this
stage. Shareholders should note that as described above there can be no
guarantee at this time as to whether production will be achieved by 1 April
2025 or what further variations to the Amended Agreement will be agreed
between Premier and Canmax. However, the Board believes that Canmax's support
for both Premier and Zulu, as demonstrated by Canmax maintaining its interest
in Premier and supporting Premier's recent General Meeting, provides the Board
with confidence that a workable solution is achievable between the parties.
George Roach Participation and Extension of Loan Repayment Date
The Loan Facility Agreement ("Loan") provided by George Roach as announced in
August 2023, has not been settled to date and the principal loan amount of
approximately £1.7 million remains due. The Board and George Roach have
agreed that the Loan will be part repaid, with relevant funds being used by Mr
Roach to subscribe for new shares in the Company at the Issue Price. This
agreement was reached as (i) Mr Roach expressed a strong desire to participate
in the Fundraising, on the same terms as other investors, and (ii) in
consideration of Mr Roach confirming to the Company that he would not seek
repayment of the balance of the Loan (in all circumstances constituting the
bulk of the Loan outstanding currently) for a further 13 months after the
close of the Fundraising.
Due to constraints on the Company with its current shareholder authority to
issue new shares, the Loan will only be part repaid and Mr Roach participate
in the Fundraising to the extent authority to issue shares remains (after
issue of the Placing Shares, Retail Offer Shares, the Settlement Shares and
Canmax Shares). Mr Roach's participation will be by way of a direct
subscription with the Company for up to a maximum of £340,000 (the final
figure being determined by the Board in consultation with the Bookrunners and
Beaumont Cornish). Mr Roach understands that if the Fundraising is fully
subscribed, or if there is additional demand, he may be unable to participate
at all, in which case 100% of the Loan will remain outstanding. In such
circumstances the Company, in consultation with its advisers, would seek new
authority to allow Mr Roach to participate on the same terms as the
Fundraising.
Proposed Future and Actual changes to the Board Composition
As previously announced by the Company, the Board is actively reviewing the
appointment of a new Chief Operating Officer and other Board changes,
including George Roach being able to move to a non-executive role on such
appointment and completion of the current work programme at Zulu as described
above, with Mr Roach continuing in a consultancy role which would include
terms that are customary to such a role including incentives based on
performance.
Dr Luo Wei has resigned as a director of the Company. Canmax have not yet
formally confirmed who will be their nominated representative on the boards of
Premier, Zulu and Zulu Lithium Mauritius Limited (collectively the
"Companies"). Such nominee will be subject to the satisfactory completion of
standard regulatory checks in compliance with the AIM Rules, before they are
invited to join the board of Companies and in the meantime, Premier has
extended board observer rights to CS Tay who has been actively involved on
behalf of Canmax since entering into the Offtake and Prepayment Agreement.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Admission of the Placing Shares is
expected to take place at 8.00 a.m. on 23 January 2025 and dealings in the
Placing Shares are expected at the same time ("Admission") or, in each case,
such later time and/or date as the Bookrunners and the Company agree (being in
any event no later than 8.00 a.m. on 28 February 2025). Admission of the
Retail Offer Shares is expected to take place at 8.00 a.m. on 23 January 2025
and dealings in the Retails Offer Shares are expected at the same time or, in
each case, such later time and/or date as the Bookrunners and the Company
agree (being in any event no later than 8.00 a.m. on 28 February 2025).
Details regarding admission of the Settlement Shares will be confirmed (with a
further announcement made by the Company) once relevant delivery instructions
are confirmed by the respective creditors.
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.
The Company will make a further announcement in due course to confirm the
number of Canmax Shares that will be issued pursuant to Canmax subscription,
and the amount of Mr Roach's participation by way of direct subscription
(these figures can only be determined after the results of the Placing and
Retail Offer are known).
The ISIN of the New Ordinary Shares is VGG7223M1005. The TIDM is PREM.
Market Abuse Regulation
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of
the European Union (Withdrawal) Act 2018. The person who arranged the
release of this announcement on behalf of the Company was George Roach.
A copy of this announcement is available at the Company's
website, www.premierafricanminerals.com
(https://url.avanan.click/v2/r02/___http:/www.premierafrican/___.YXAxZTpzaG9yZWNhcDphOm86MWJkODQ0MjkxNDVhNDFmNGQxZGM3NzE0MmNkZTkyMTU6NzpkMjJmOjgyNjEzMjgwMTJiNGZkNWIwMzViMGExMjZiMWU3MjY0ZjI0MTY0ZmYxOTFhM2JjYmM1NWUxNWI5MjQyNDZmZmM6cDpUOk4)
Enquiries:
George Roach Premier African Minerals Limited Tel: +27 (0) 100 201 281
Michael Cornish / Roland Cornish Beaumont Cornish Limited Tel: +44 (0) 20 7628 3396
(Nominated Adviser)
Douglas Crippen CMC Markets UK Plc Tel: +44 (0) 20 3003 8632
Toby Gibbs/Harry Davies-Ball Shore Capital Stockbrokers Limited Tel: +44 (0) 20 7408 4090
Andrew Monk / Andrew Raca VSA Capital Limited Tel: +44 (0)20 3005 5000
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.
Forward Looking Statements:
Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth results of operations performance future capital and other
expenditures (including the amount. Nature and sources of funding thereof)
competitive advantages business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and assumptions and
are based on information currently available to the Directors. A number of
factors could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks associated with
vulnerability to general economic and business conditions competition
environmental and other regulatory changes actions by governmental authorities
the availability of capital markets reliance on key personnel uninsured and
underinsured losses and other factors many of which are beyond the control of
the Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be reasonable
assumptions. The Company cannot assure investors that actual results will be
consistent with such forward-looking statements.
Glossary
"Placing Agreement" means the agreement dated 16 January 2025 and entered into between the
Bookrunners and the Company relating to the Fundraising.
"Offtake and Prepayment Agreement" Restated and Amended Offtake and Prepayment Agreement entered into between
Premier and Canmax as announced on 15 August 2023 for Spodumene concentrate
produced at Zulu.
"OEM" Original Equipment Suppliers.
"SC6" Spodumene concentrate.
"Spodumene" the mineral name for lithium aluminium silicate LiAlSi2O6 an important ore of
lithium.
"Tantalum(pentoxide)" is the inorganic compound with the formula Ta2O5.
"thp" means metric ton per hour.
Qualified Person's Statement
The technical information and resource reporting contained in this
announcement has been reviewed by Mr Wolfgang Hampel. Mr Hampel has more than
27 years' experience in lithium, rare elements and as well precious and base
metal. He is a Qualified Person for the purposes of the AIM Rules and
NI43-101, JORC, the Pan-European Reserves and Resources Reporting Committee
(PERC) and the South African Institute of Mining and Metallurgy (SAIMM). He
has compiled, read and approved the technical disclosures in this regulatory
announcement.
Notes to Editors:
Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and
natural resource development company focused on Southern Africa with its RHA
Tungsten and Zulu Lithium projects in Zimbabwe.
The Company has a diverse portfolio of projects, which include tungsten, rare
earth elements, lithium and tantalum in Zimbabwe and lithium and gold
in Mozambique, encompassing brownfield projects with near-term production
potential to grass-roots exploration. The Company has accepted a share offer
by Vortex Limited ("Vortex") for the exchange of Premier's entire 4.8%
interest in Circum Minerals Limited ("Circum"), the owners of the Danakil
Potash Project in Ethiopia, for a 13.1% interest in the enlarged share
capital of Vortex. Vortex has an interest of 36.7% in Circum.
In addition, the Company holds a 19% interest in MN Holdings Limited, the
operator of the Otjozondu Manganese Mining Project in Namibia.
Ends
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS APPENDIX 1 CONTAINS IMPORTANT INFORMATION FOR INVITED PLACEES REGARDING
THE PLACING. THIS INFORMATION AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE
"PLACING TERMS") DO NOT APPLY TO THE RETAIL OFFER.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE PLACING TERMS AND CONDITIONS
SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION
PURPOSES ONLY) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") ("INVESTMENT PROFESSIONALS") OR FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (B) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS, INCLUDING INVESTMENT PROFESSIONALS, 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 THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN
THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH
OFFERING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX OR BUSINESS
CONSEQUENCES AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission 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 offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa.
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 (including this Appendix 1) should be read in its entirety.
In particular, any Placee should read and understand the information provided
in the "Important Notices" section of this Announcement.
By participating in the Accelerated Bookbuild (as defined below) and the
Placing, each Placee will be deemed (i) to have read and understood this
Announcement in its entirety, (ii) to be participating, making an offer to
acquire and acquiring Placing Shares on the terms and conditions contained
herein and (iii) to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Announcement (including
for the avoidance of doubt this Appendix 1).
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. 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. 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 (including for the
avoidance of doubt this Appendix 1;
3. 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 Appendix 1; and
4. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 2 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. 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 their own assessment of the Company, the Placing
Shares and the Placing, based on the information contained in this
Announcement, the announcement of the pricing of the Placing (the "Result of
Placing Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") 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 sent to Placees by Shore Capital or VSA Capital to
confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents 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 Shore Capital, VSA Capital, Beaumont Cornish
or the Company or any other person and none of Shore Capital, VSA Capital,
Beaumont Cornish the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). 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. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Each Placee should
consult its own attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital and VSA Capital are acting as bookrunners and placing agent in
connection with the Placing and have entered into the Placing Agreement with
the Company and Beaumont Cornish under which, on the terms and subject to the
conditions set out in the Placing Agreement, Shore Capital and VSA Capital, as
agent for and on behalf of the Company, have agreed to use their reasonable
endeavours to procure placees for the Placing Shares. The Placing is not being
underwritten by Shore Capital, VSA Capital or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
0.0275 pence per Placing Share (the "Issue Price") and the final number of
Placing Shares will be decided at the close of the Accelerated Bookbuild
following the execution of the placing terms by the Company, Shore Capital and
VSA Capital (the "Placing Results Agreement"). The timing of the closing of
the book and allocations are at the discretion of the Company, Shore Capital
and VSA Capital. Details of the number of Placing Shares will be announced as
soon as practicable after the close of the Accelerated Bookbuild.
The Placing Shares will be duly authorised and will, when issued, be credited
as fully paid up and will be issued subject to the Company's articles of
association in place at the time and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on AIM.
It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. on 23 January 2025 (or such later time or date as Shore Capital, VSA
Capital and Beaumont Cornish may agree with the Company, being no later than
8.00 a.m. on 28 February 2025) and that dealings in the Placing Shares will
commence at that time.
Accelerated Bookbuild
Shore Capital and VSA Capital will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees at the
Issue Price (the "Accelerated Bookbuild"). This Announcement 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.
Shore Capital, VSA Capital and the Company shall be entitled to effect the
Placing by such alternative method to the Accelerated Bookbuild as they may,
in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Shore Capital and VSA Capital are arranging the
Placing as bookrunners and placing agents of the Company.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
Shore Capital and/or VSA Capital. Shore Capital and VSA Capital may themselves
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of their group to do so.
3. The number of Placing Shares to be issued at the
Issue Price will be agreed by Shore Capital and VSA Capital (in consultation
with the Company) following completion of the Accelerated Bookbuild. Subject
to the execution of the Placing Results Agreement, the Issue Price and the
number of Placing Shares to be issued will be announced on an RIS following
the completion of the Accelerated Bookbuild via the Result of Placing
Announcement.
4. To bid in the Accelerated Bookbuild, prospective
Placees should communicate their bid orally by telephone or in writing to
their usual sales contact at Shore Capital or VSA Capital. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down by Shore Capital and
VSA Capital on the basis referred to in paragraph 6 below. Shore Capital and
VSA Capital reserve the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at the absolute
discretion of Shore Capital and VSA Capital, subject to agreement with the
Company.
5. The Accelerated Bookbuild is expected to close no
later than 6.30 p.m. today (16 January 2025) but may be closed earlier or
later at the discretion of Shore Capital and VSA Capital subject to agreement
with the Company. Shore Capital and VSA Capital may, subject to agreement with
the Company, accept bids that are received after the Accelerated Bookbuild has
closed. The Company reserves the right (subject to the agreement of Shore
Capital and VSA Capital) to reduce the number of shares to be issued pursuant
to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be
determined by Shore Capital and VSA Capital after consultation with the
Company (the proposed allocations having been supplied by Shore Capital and
VSA Capital to the Company in advance of such consultation). Allocations will
be confirmed orally by Shore Capital or VSA Capital and a Form of Confirmation
will be despatched as soon as possible thereafter. Shore Capital or VSA
Capital oral confirmation, as applicable, to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of Shore Capital, VSA Capital and the
Company, to acquire the number of Placing Shares allocated to it and to pay
the Issue Price in respect of such Placing Shares on the terms and conditions
set out in this Appendix 1 and in accordance with the Company's articles of
association. A bid in the Accelerated Bookbuild will be made on the terms and
subject to the conditions in this Announcement (including this Appendix 1) and
will be legally binding on the Placee on behalf of which it is made and except
with Shore Capital and VSA Capital consent, such commitment will not be
capable of variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee by Shore Capital or
VSA Capital. The terms of this Appendix 1 will be deemed incorporated in that
Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Accelerated Bookbuild
and the Placing will be subject to fulfilment or (where applicable) waiver 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 "Right to
terminate under the Placing Agreement".
10. 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.
11. To the fullest extent permissible by law, neither
Shore Capital, nor VSA Capital nor Beaumont Cornish nor the Company, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of
Shore Capital, VSA Capital, Beaumont Cornish, the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of Shore Capital or VSA Capital conduct of the
Placing.
12. The Placing Shares will be issued subject to the
terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's, Shore
Capital's or VSA Capital's conduct of the Placing.
13. All times and dates in this Announcement may be
subject to amendment. Shore Capital or VSA Capital, as applicable, shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
Conditions of the Placing
The Placing is conditional upon, inter alia, (i) the conditions in the Placing
Agreement relating to the Placing being fulfilled and (ii) the Placing
Agreement not having been terminated in accordance with its terms. The
obligations of Shore Capital and VSA Capital under the Placing Agreement in
relation to the Placing are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. the London Stock Exchange agreeing to admit the
Placing Shares and the Subscription Shares to trading on AIM (subject only to
allotment);
2. the Placing Results Agreement having been
executed by the Company and the Bookrunners no later than 6.00 p.m. on 17
January 2025 (or such later time or date as Shore Capital and VSA Capital may
otherwise agree with the Company);
3. the delivery by the Company to Shore Capital, VSA
Capital and Beaumont Cornish of a warranty confirmation certificate signed by
a Director for and on behalf of the Company not later than 5.00 p.m. on the
Business Day immediately prior to the date on which Admission is expected to
occur (and dated as of such date);
4. the Company having complied in all material
respects with its obligations which fall to be performed on or prior to
Admission under the Placing Agreement;
5. the Subscription having become unconditional in
accordance with its terms, save for any condition as to Admission; and
6. Admission occurring no later than 8.00 a.m. on 23
January 2025 (or such later time or date as Shore Capital and VSA Capital may
otherwise agree with the Company, being no later than 8.00 a.m. on 28 February
2025) (the "Closing Date").
Shore Capital and VSA Capital may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or in part of
any of the Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of any such Conditions in respect of all
or any part of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If (i) any of the Conditions are not fulfilled or (where permitted) waived
by Shore Capital and VSA Capital by the relevant time or date specified (or
such later time or date as Shore Capital and VSA Capital may agree with the
Company, being no later than 8.00 a.m. on 28 February 2025) or (ii) the
Placing Agreement is terminated in the circumstances specified below under
"Right to terminate under the Placing Agreement", 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 it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
Neither Shore Capital, VSA Capital, Beaumont Cornish nor the Company, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition to the Placing, nor for any decision they may
make as to the satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of Shore Capital and VSA
Capital.
Right to terminate under the Placing Agreement
Each of Shore Capital and VSA Capital is entitled, but after prior
consultation with Beaumont Cornish, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. the Company fails in any material respect to comply with any of its
obligations under this Agreement or it commits a breach of the rules and
regulations of the FCA and/or London Stock Exchange and/or the AIM Rules,
FSMA, MAR or any other applicable law; or
2. it comes to the notice of each of the Bookrunners or Beaumont Cornish
that any statement contained in the Placing Documents or Retail Offer
Documents was untrue, incorrect or misleading at the date of such document; or
3. the appointment of SCS as Retail Offer Coordinator for the Company
pursuant to Clause 7.2 is terminated for whatever reason; or
4. it comes to the notice of each of the Bookrunners or Beaumont Cornish
that any statement contained in any of the Placing Documents or Retail Offer
Documents has become untrue, incorrect or misleading or any matter has arisen
which would, if the Placing or Retail Offer were made at that time, constitute
an omission therefrom; or
5. it comes to the notice of each of the Bookrunners or Beaumont Cornish
that any of the Warranties given by the Company was not at the date of this
Agreement true and accurate in any respect which each of the Bookrunners or
BCL considers (acting in good faith) to be material in the context of the
Placing or the Retail Offer; or
6. it comes to the notice of each of the Bookrunners or Beaumont Cornish
that a matter has arisen which is likely to give rise to a claim under any of
the indemnities given by the Company in Clause 10 (Indemnities); or
7. any of the Warranties, given by the Company by reference to the
circumstances prevailing from time to time has ceased to be true and accurate
in any respect which each of the Bookrunners or Beaumont Cornish considers
(acting in good faith) to be material in the context of the Placing or the
Retail Offer; or
8. in the opinion of each of the Bookrunners or Beaumont Cornish (acting
in good faith) there shall have occurred any Material Adverse Change (whether
or not foreseeable at the date of this Agreement).
If either Shore Capital or VSA Capital (the "Withdrawing Bookrunner") elects
to terminate the Placing Agreement in accordance with its terms but the other
Bookrunner (the "Continuing Bookrunner") elects not to do so, then the
Continuing Bookrunner has the right to elect to continue to act as the sole
placing agent of the Company in connection with the Placing (the "Step-in
Right") and in those circumstances the Placing Agreement will continue, the
Continuing Bookrunner will assume all rights of the Withdrawing Bookrunner
under the Placing Agreement and all obligations of the Withdrawing Bookrunner
will cease and determine, subject to certain exceptions.
Assuming the Step-in Right is not exercised and the Placing Agreement is
terminated, upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Shore Capital or VSA Capital of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute discretion
of Shore Capital or VSA Capital and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under "Right to terminate under the Placing Agreement" and "Conditions
of the Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by Shore Capital or VSA Capital of
the allocation and commitments following the close of the Accelerated
Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Shore Capital and VSA Capital that, between the
date of the Placing Agreement and 90 days after the date of Admission (the
"Restricted Period"), it will not, without the prior written consent of Shore
Capital and VSA Capital directly or indirectly offer, issue, lend, sell or
contract to sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any interest therein
or in respect thereof) or any other securities exchangeable for or convertible
into, or substantially similar to, Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to do, any of the
foregoing (whether or not legally or contractually obliged to do so) provided
that the foregoing restrictions shall not restrict the ability of the Company
or any other member of the Group during the Restricted Period to grant of
options under, or the allotment and issue of shares pursuant to options under,
any employee or non-executive share or option schemes or long term incentive
plans of the Company (in accordance with its normal practice), or the
allotment and issue of the Retail Offer Shares pursuant to the provisions of
the Retail Offer.
By participating in the Placing, Placees agree that the exercise by Shore
Capital and VSA Capital of any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing Agreement shall
be within the absolute discretion of Shore Capital and VSA Capital and that it
need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: VGG7223M1005)
following Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. Shore Capital and VSA
Capital reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means that they
may deem necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Shore Capital and VSA Capital are acting as settlement banks. Following the
close of the Accelerated Bookbuild, each Placee to be allocated Placing Shares
in the Placing will be sent a Form of Confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Shore Capital or VSA Capital (as the case may be) and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with Shore Capital or VSA Capital.
The Company will deliver the Placing Shares to CREST accounts operated by
Shore Capital and VSA Capital as agent for the Company and Shore Capital and
VSA Capital will enter their respective delivery instructions 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 in respect of the Placing Shares will take
place on 23 January 2025 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Shore Capital or VSA Capital
(as the case may be).
Each Placee is deemed to agree that, if it does not comply with these
obligations, Shore Capital or VSA Capital (as the case may be) may sell any or
all of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Shore Capital or VSA Capital 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 aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither Shore Capital, VSA Capital nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Shore Capital and VSA Capital
(in their capacity as bookrunners and placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in
its entirety and its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. 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 rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Shore Capital, VSA Capital nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company, VSA Capital
and Shore Capital on an after-tax basis in respect of any Indemnified Taxes;
5. neither Shore Capital, VSA Capital, nor any of
their affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Shore Capital or VSA Capital;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is
required under the UK Prospectus Regulation or the EU Prospectus Regulation,
nor will one be prepared in connection with the Accelerated Bookbuild, the
Placing or the Placing Shares and it has not received and will not receive a
prospectus or other offering document in connection with the Accelerated
Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, Shore Capital, VSA
Capital and any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to Shore Capital, VSA
Capital or any of their affiliates acting in such capacity;
11. Shore Capital, VSA Capital and their affiliates may
enter into financing arrangements and swaps with investors in connection with
which Shore Capital, VSA Capital and any of their affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. Shore Capital and VSA Capital do not intend to
disclose the extent of any investment or transactions referred to in
paragraphs 10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. Shore Capital and VSA Capital do not owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis
that it is not and will not be a client of any of Shore Capital or VSA Capital
in connection with its participation in the Placing and that neither Shore
Capital nor VSA Capital have any duties or responsibilities to it for
providing the protections afforded to its clients or customers 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;
15. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Shore Capital, VSA Capital nor any
of their affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by Shore Capital, VSA Capital or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Accelerated Bookbuild) with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of any
information contained in the Placing Documents, or the Publicly Available
Information or otherwise;
18. neither Shore Capital, VSA Capital 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, nor will
provide, it with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
Shore Capital, VSA Capital, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
material or information;
19. neither Shore Capital, VSA Capital nor the Company
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that Shore Capital, VSA Capital, any of their affiliates or any
person acting on its behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
21. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Shore Capital or VSA Capital for
all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an
investment in the Placing Shares;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and the terms
of the Placing and has satisfied itself that the information resulting from
such investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) 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) will remain liable to the Company and/or Shore
Capital or VSA Capital 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);
24. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Shore Capital, VSA Capital the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officers
of Shore Capital or VSA Capital as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company, VSA Capital or Shore Capital that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the
Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company or Shore Capital or VSA Capital that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with Shore
Capital and VSA Capital, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, New Zealand, Japan, the
Republic of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to
Shore Capital or VSA Capital, as applicable:
(a) if he or she is an individual, his or her
nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be (i) outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act or (ii) a QIB and will duly execute a US investor
letter and deliver the same to Shore Capital, VSA Capital or their affiliates;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities Act;
36. 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;
37. it understands that there may be certain
consequences under United States and other tax laws resulting from an
investment in the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself concerning,
without limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally;
38. it understands that the Company has not undertaken
to determine whether it will be treated as a passive foreign investment
company ("PFIC") for US federal income tax purposes for the current year, or
whether it is likely to be so treated for future years and neither the
Company, VSA Capital nor Shore Capital make any representation or warranty
with respect to the same. Accordingly, neither the Company nor Shore Capital
or VSA Capital can provide any advice to United States investors as to whether
the Company is or is not a PFIC for the current tax year, or whether it will
be in future tax years. Accordingly, neither the Company nor Shore Capital and
VSA Capital undertakes to provide to United States investors or shareholders
any information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Shore Capital and VSA Capital in writing, it is a
qualified investor as defined in article 2 (e) of the EU Prospectus Regulation
("Qualified Investors");
40. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
41. if a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for or 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 the United Kingdom other than Qualified
Investors (as defined in Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of Shore Capital and VSA Capital has
been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000, as amended
("FSMA");
44. 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 and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by Shore Capital and VSA Capital in
their capacity as an authorised person under section 21 of the FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. it has complied and 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 applicable provisions in FSMA and MAR) in
respect of anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing 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 (as amended) and any related or
similar rules, regulations or guidelines, issued, administered or enforced by
any government agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (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;
48. in order to ensure compliance with the Regulations,
Shore Capital and VSA Capital (for themselves and as agents on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Shore Capital,
VSA Capital or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Shore Capital and VSA Capital's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Shore Capital, VSA Capital or the Company's registrars', as the
case may be, absolute discretion. If within a reasonable time after a request
for verification of identify Shore Capital or VSA Capital (for themselves and
as agents on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either Shore Capital, VSA Capital
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
49. 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 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) 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 in respect of
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 Shore Capital or VSA Capital
may in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with Shore Capital or
VSA Capital on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence this money will not be segregated from Shore Capital or VSA
Capital, as appropriate, money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Shore Capital, VSA Capital or the Company
may call upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned maximum;
53. Shore Capital, VSA Capital nor any of their
affiliates, nor any person acting on behalf 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) in relation to the Company and its securities in advance of
the Placing, it confirms that it has received such information within the
market soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not:
(a) used that inside information to acquire or dispose
of securities of the Company or financial instruments related thereto or
cancel or amend an order concerning the Company's securities or any such
financial instruments;
(b) used that inside information to encourage,
require, recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial instruments; or
(c) unlawfully disclosed such information to any
person, prior to the information being made publicly available;
55. the rights and remedies of the Company, VSA Capital
and Shore Capital under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
56. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with 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
either the Company or Shore Capital or VSA Capital in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Shore Capital and VSA Capital and are irrevocable. Shore Capital, VSA Capital
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company, VSA Capital and Shore Capital to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Shore Capital, VSA Capital and their respective affiliates, agents,
directors, officers and employees 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 given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
Shore Capital or VSA Capital, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor Shore Capital nor VSA Capital will be responsible and the
Placees shall indemnify the Company, Shore Capital and VSA Capital on an
after- tax basis for any stamp duty or stamp duty reserve tax or other similar
taxes or duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or Shore Capital or VSA Capital in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Shore Capital or VSA Capital accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company, Shore Capital and VSA Capital are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their acquisition by
Placees, including any taxes arising otherwise than under the laws of any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify Shore Capital or
VSA Capital and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold Shore Capital, VSA Capital
and/or the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar duties or taxes in any jurisdiction to the extent that
such interest, fines or penalties arise from the unreasonable default or delay
of that Placee or its agent.
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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEQQLFFEFLZBBZRecent news on Premier African Minerals
See all newsREG - Premier African Min. - Interim Funding
AnnouncementREG - Premier African Min. - Corporate Update
AnnouncementREG - Premier African Min. - Circum Update
AnnouncementREG - Premier African Min. - Offtake and Prepayment Agreement
AnnouncementREG - AIM - AIM Notice - 13/03/2025
Announcement