REG - Prospex Energy PLC - Proposed Placing and Subscription and Retail Offer
05/08/2024 17:30
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RNS Number : 2529Z Prospex Energy PLC 05 August 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
5 August 2024
Prospex Energy PLC
("Prospex" or the "Company")
Proposed Placing and Subscription to raise a minimum of £3.27 million and
retail offer for up to £500,000
Fundraising to enable investment in the company owning the Viura Field in
Spain
Prospex Energy PLC (AIM: PXEN), the AIM quoted investment company focused on
European gas and power projects, is pleased to announce that it plans to raise
£3.27 million by way of a Placing ("Placing") and Subscription
("Subscription") of 54,500,000 new Ordinary Shares of 0.1p in the Company at a
price of 6 pence per share (the "Issue Price").
In addition, the Company is proposing a retail offer to existing shareholders
for up to 8,333,333 new Ordinary Shares at the Issue Price to raise up to an
additional £500,000 (the "Retail Offer", and together with the Placing and
Subscription, the "Fundraise"). The Retail Offer may be increased by the board
depending on demand. The proceeds from the Fundraise will be used to execute
a transaction in which Prospex will acquire an indirect ownership of the Viura
producing gas field in northern Spain (the "Viura Field") amounting to up to
10% as outlined further below.
Placing and Subscription
The Placing will be through the issue of 7,000,000 new ordinary shares
("Placing Shares") of 0.1p each in the capital of the Company to qualified
investors ("Placees") at the Issue Price. The Placing is being made available
to certain qualified investors but is not available to the public and will be
conducted by way of an accelerated bookbuild ("Bookbuild"), which will open
immediately following release of this announcement in accordance with the
terms and conditions set out in the Appendix. The amount of the Placing may
be increased depending on demand. The Bookbuild is being managed by VSA
Capital Limited ("VSA") who are acting as sole Broker.
HEYCO Energy Group, Inc., ("Heyco Energy") the majority owner of HEYCO Energy
Iberia, the owner of 58.7964% of the Viura Field, has indicated their
intention to subscribe for 41,666,668 new Ordinary Shares at the Issue Price
amounting to £2.5m (the "Heyco Subscription Shares") as part of the
Subscription. Certain existing shareholders have also indicated their
intention to subscribe for 5,833,332 new Ordinary Shares at the Issue Price
amounting to approximately £350,000 (the "Existing Shareholder Shares", and
together with the Heyco Subscription Shares, the "Subscription Shares") as
part of the Subscription.
In addition certain Directors have indicated that they intend to participate
in the Placing for 1,166,665 Placing Shares at the Issue Price amounting in
aggregate to approximately £70,000 as detailed below.
Retail Offer
In addition to the Placing and Subscription, existing shareholders will be
given an opportunity to participate in the Retail Offer by subscribing for new
Ordinary Shares via the Winterflood Retail Access Platform ("WRAP") to raise
up to approximately £500,000 (before expenses) at the Issue Price, to provide
existing retail shareholders in the Company an opportunity to participate in
the Fundraise. The Retail Offer may be increased by the board depending on
demand.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offer (the "Retail Shares") will do so pursuant to the terms and conditions of
the Retail Offer announcement that will be released immediately following this
announcement.
Reason for the Fundraise
The gross proceeds will amount to £3.27 million of which the Company expects
to acquire a minimum of 6% of Heyco Energy Iberia S.L. ("HEI"), which may
increase depending on the outcome of the Fundraise.
To the extent that the Retail Offer reaches the target fundraising of
£500,000, Prospex will invest further into HEI, and in the event that this
amount increases Prospex may invest up to a maximum amount of 10% with Prospex
responsible for up to 20% of costs for the first 3 years. In the event an
amount less than 10% is acquired the cost responsibility will be pro-rated
downwards.
HEI will use the funding from the HEI Investors (defined below) to part fund
the new development well: Viura 1B which spudded on 24 June 2024 with drilling
ongoing, together with a workover for a water injection test. Assuming a 10%
interest in HEI, Prospex will also be responsible for 20% of the costs of the
HEI development programme in 2025 and 2026, estimated at a further £6.85
million, which may be fully or partially funded from new production income.
HEI is a subsidiary of the Heyco Energy Group Inc. of the USA ("Heyco"), which
is owned by members of the Yates family of Dallas, Texas. HEI extracts and
sells natural gas in Spain from the Viura gas field (as operator),
representing more than 80% of Spain's natural gas production. HEYCO
currently has a 58.7964% interest in Viura. The other participants in the
ownership of the Viura Field Development are Sociedad de Hidrocarburos de
Euskadi, S.A. ("SHESA") (owner of the 37.6901% of the Concession) and Oil and
Gas Skills, S.A. (owner of the 3.5135% of the Concession). On 5 April 2024,
HEI entered into an asset purchase agreement with SHESA for the acquisition of
the participation of SHESA in the Viura Field Development which is subject to
the fulfilment of certain conditions precedent.
The Viura producing gas field onshore in northern Spain has original gas in
place of 211 Bcf (6 Bcm) and 2P reserves of 105 Bcf (3 Bcm). To date just 16
Bcf (0.5 Bcm) of gas has been produced from Viura meaning that the remaining
2P reserves are 90 Bcf (2.5 Bcm). After this acquisition and the acquisition
of SHESA's interest by HEI is complete, Prospex will own approximately up to
10% of HEI of the booked reserves together with the existing and future
production and will own up to 10% of the existing production facilities of the
Viura gas plant which is connected to the Spanish national grid.
Schedule Four Disclosure
For the year ended 31 December 2023, HEI's unaudited accounts show revenue of
€11,193,219, loss before tax of €1,295,201, and gross assets of
€19,936,631 and net assets of €5,931,568.
Mark Routh, Prospex's CEO, commented:
"This acquisition marks a very important step in the growth of Prospex. It
adds a third producing gas asset onshore in Europe in a jurisdiction in which
we are already present and with a highly respected and competent operator in
Heyco Energy. The acquisition adds proven gas reserves to our portfolio and
adds significant new gas production in the very short term.
"Heyco Energy Group Inc in the USA is investing directly into this Prospex
placement having undertaken extensive due diligence on the current Prospex
assets in Spain and Italy. This is an important vote of confidence in
Prospex's portfolio from a key industry player. Heyco Energy Group will
become the Company's largest shareholder and will be an important strategic
investor in Prospex following the fund raise that has been organised by our
broker VSA Capital.
"With the recent extension of the El Romeral concessions being confirmed by
the Spanish regulatory authorities, this positions Prospex as an important
energy producer in Spain. With the five new wells on the El Romeral
concessions advancing through the permitting process, Prospex is set to become
a significant supplier of energy to the Spanish nation further enhancing its
energy security.
"In addition to the qualified investors contributing through the Placing and
Subscription, I am pleased that we are able to offer our existing retail
shareholders an opportunity to contribute to the Fundraise through the Retail
Offer.
"I look forward to updating shareholders on the exciting results of our
participation in the Viura 1B development well drilling which should reach the
reservoir target later this month, thus adding another producing gas asset to
our portfolio in an exclusive and high value deal."
George Yates, CEO of HEYCO Energy, commented:
"Having undertaken an in-depth review of the existing assets of Prospex, we
are pleased to become a significant shareholder in the Company and to welcome
Prospex as an investor in the Viura field in Spain".
* * ENDS * *
For further information visit www.prospex.energy (http://www.prospex.energy)
or contact the following:
Mark Routh Prospex Energy PLC Tel: +44 (Tel:+44) (0) 20 7236 1177
Ritchie Balmer Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Rory Murphy
(Nominated Adviser)
David Asquith
Andrew Monk (Corporate Broking) VSA Capital Limited Tel: +44 (0) 20 3005 5000
Andrew Raca / Tommy Jackson (Corporate Finance)
Placings@vsacapital.com
Ana Ribeiro / Charlotte Page St Brides Partners Limited Tel: +44 (0) 20 7236 1177
Notes
Glossary:
scm Standard cubic metres
scm/d Standard cubic metres per day
MMscm Million standard cubic metres
Bcm Billion standard cubic metres
Bcf Billion standard cubic
feet
MMscfd million standard cubic feet per day
MWh Mega Watt hour
TTF The 'Title Transfer
Facility' - a virtual trading point for natural gas in the Netherlands.
Qualified Person Signoff
In accordance with the AIM notice for Mining and Oil and Gas Companies, the
Company discloses that Mark Routh, the CEO and a director of Prospex Energy
plc has reviewed the technical information contained herein. Mark Routh has
an MSc in Petroleum Engineering and has been a member of the Society of
Petroleum Engineers since 1985. He has over 40 years operating experience in
the upstream oil and gas industry. Mark Routh consents to the inclusion of
the information in the form and context in which it appears.
Additional background on the Fundraising
In Spain there are only three onshore producing gas fields, El Romeral, Viura
and Marismas. Prospex currently owns a 49.9% share in El Romeral and with
this acquisition and HEI's acquisition of SHESA's interest in Viura, the
Company will own up to 10% of the Viura concession, depending on the outcome
of the Fundraising, through its shareholding in HEI.
HEI acquired its interest in the Viura gas field and became operator in
2022. A new 3D seismic survey was acquired in 2013. There is one well in
production in the field which produces intermittently as water production is
managed. There is a workover planned on an existing well to convert it into
a water injection disposal well. Heyco has permits in place to drill two
wells, Viura 1B (currently drilling) and Viura 3B, scheduled in the second
half of 2025. Permits have been submitted to drill a third development well
on the concession Viura 3A in the second half of 2025.
The Viura 1B well commenced drilling operations on 22 June 2024 - at an
estimated gross cost of £20.6 million and is expected to reach the reservoir
horizon mid to late August 2024. The new investors into HEI are funding 50%
of the development costs to earn 25% ownership of HEI. 8.291055% of new HEI
shares have already been allocated to new US based investors in HEI. Their
investment in HEI is on the same terms, in that they are funding 16.5834% of
the development costs to earn a 8.291055% ownership in HEI. Prospex is
funding up to 20% of the development costs of the HEI development programme
comprising the current well in 2024 and the proposed 2025/2026 two well
drilling programme to earn up to 10% ownership of HEI and indirectly up to 10%
of the Viura asset. The two wells to be drilled in the second half of 2025
are to be funded from revenues from existing and new production from Viura or
from new funds if required. Viura 1B is expected to be generating revenues
from production as early as September this year. The 2025 & 2026
development programme is to be funded by future cash calls or from Phase 1
production or both.
There is a preferred pay-back mechanism for Prospex and all participants
(including HEGI and new investors) of new investment in HEI, the ("HEI
Investors"). The HEI Investors will enjoy a 10% interest on their capital
investment from the existing and future production from Viura. Until the HEI
Investors have recovered their full capital commitments, plus the 10%
preferred return, Heyco Energy Group will not receive production income on
their other 50% ownership of HEI over and above operating expenses and an
allowance for Spanish taxes and royalties. The three phase, three-year Viura
development programme is estimated to cost a total of £55.4 million ($70.4
million). Heyco Energy Group is funding over 50% of that programme and the
new HEI Investors are funding nearly 50% through their interest in the HEI
company which earns them nearly an indirect 25% ownership of the Viura asset
(up to net 10% to Prospex, depending on the outcome of the Fundraising).
Prospex's share of the 2025 development programme is estimated at £10.9
million. This figure will be reduced by the preferred payback mechanism from
current and future Viura production. Based on a conservative gas price
assumption of €31/MWh Prospex estimates that this figure will be reduced to
~£3.3 million by May 2025 when the cash call is due for the 2025 drilling
campaign. If the gas prices achieved in the coming year are higher than
€31/MWh then the requirement for further funding is reduced or even
negated. (N.B. The TTF current gas price is ~€35/MWh.)
Further details of the Placing and Subscription
It is expected that the Placing will result in the issue of a minimum of
7,000,000 new Ordinary Shares and the Subscription will result in the issue of
47,500,000 new Ordinary Shares, in each case at the Issue Price. Together the
Placing and the Subscription will raise a minimum of £3.27 million before
expenses for the Company.
The Issue Price represents a discount of approximately 8.3 per cent. to the
closing middle market price of 6.5 pence per Ordinary Share on 2 August 2024,
being the latest closing price prior to this Announcement.
The Company will privately offer the Subscription Shares to HEYCO Energy
Group, Inc. and a limited number of entities and individuals both within and
outside of the United Kingdom, under applicable regulatory exemptions as
appropriate.
Pursuant to a placing agreement dated 5 August 2024 between VSA Capital and
the Company (the "Placing Agreement"), VSA Capital have conditionally agreed,
as agent on behalf of the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares and Subscription Shares.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement. VSA capital will commence the Bookbuild in respect of the
Placing immediately following the release of this Announcement. The final
number of Placing Shares and Subscription Shares will be determined at the
close of the Bookbuild and will be announced as soon as practicable
thereafter.
The timing of the closing of the Bookbuild, the number of new Ordinary Shares
to be issued pursuant to the Placing and Subscription and allocations among
subscribers are at the absolute discretion of VSA Capital, in consultation
with the Company and may be increased depending on demand. A further
announcement confirming the final details of the Placing and Subscription will
be made following the closing of the Bookbuild. VSA Capital reserve the right
to close the Bookbuild without further notice. The Placing and Subscription is
being undertaken on a reasonable endeavours basis and is not being
underwritten.
The new Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with each other and with the existing Ordinary
Shares including, without limitation, the right to receive all dividends and
other distributions declared, made or paid on or after the date of issue.
The Placing, Subscription and Retail Offer are not conditional on the passing
of resolutions at a General Meeting.
Director participation
Bill Smith (Non-Executive Chairman), Alasdair Buchanan (Non-Executive
Director) and Andrew Hay (Non-Executive Director) are intending to participate
in the Placing as follows:
Director Amount (£) Shares
Bill Smith 24,999.96 416,666
Alasdair Buchanan 24,999.96 416,666
Andrew Hay 19,999.98 333,333
Total 69,999.90 1,166,665
Related Party Transaction
The participation in this Placing by certain Directors of the Company,
constitutes a related party transaction under the AIM Rules.
Mark Routh as the sole director who is not subscribing in the Placing and who
is therefore independent of the issue of the Placing Shares to those
participating Directors is satisfied that the terms of the participation by
the other Directors of the Company is fair and reasonable, having consulted
with the Company's nominated adviser, Strand Hanson Limited, insofar as the
Company's shareholders are concerned according to AIM Rule 13 - 'related party
transaction'.
Admission to AIM
Application will be made to the London Stock Exchange plc for admission of the
Placing Shares and the Subscription Shares to trading on AIM, subject to
completion of the Bookbuild ("First Admission"). The First Admission is
expected to occur on or around 12 August 2024 or such later time and/or date
as VSA Capital and the Company may agree (being in any event no later than
8.00 a.m. on 31 August 2024).
Application will be made to the London Stock Exchange plc for admission of the
Retail Shares to trading on AIM ("Second Admission"), subject to completion of
the Placing and the Subscription.
The times and dates set out throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised times and
dates which will also be notified to the London Stock Exchange and, where
appropriate, shareholders of the Company. Shareholders of the Company may not
receive any further written communication.
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
IMPORTANT NOTICES
Notice to Distributors
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the district of Columbia
(collectively, the "United States"). This Announcement is not an offer of
securities for sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended. No public offering of securities is being made in the
United States.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, VSA Capital will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, VSA Capital will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
Forward Looking Statements
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.
Notice to overseas persons
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any jurisdiction into which
the publication or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in the United States, Australia, Canada, Japan, the Republic of
South Africa or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.
General
Certain information in this announcement has been provided by Heyco as
majority owner of HEI. This information has not previously been publicly
published and has not been independently verified by either of Heyco or HEI
and no representation, warranty, assurance or undertaking, express or implied,
is or will be made and no responsibility or liability is or will be accepted
by Heyco, HEI or any of their respective affiliates in respect of such
information. The Company has reviewed such information and believes it
reasonable to place reliance on such information, based on the work it has
undertaken.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as Nominated Adviser to the Company
in connection with the Placing and the Subscription. Strand Hanson will not be
responsible for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Strand Hanson has not
authorised the contents of, or any part of, this announcement, no
representation or warranty, express or implied, is made by Strand Hanson in
respect of such contents, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information, save that
nothing shall limit the liability of Strand Hanson for its own fraud. Strand
Hanson's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person.
VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as sole Broker to the Company in connection with the
Placing and the Subscription. VSA Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of VSA Capital or for providing advice to any other person in
connection with the Placing, the Subscription or any acquisition of shares in
the Company. VSA Capital is not making any representation or warranty, express
or implied, as to the contents of this Announcement. VSA Capital has not
authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by VSA Capital for the accuracy of any
information, or opinions contained in this Announcement or for the omission of
any material information, save that nothing shall limit the liability of VSA
Capital for its own fraud.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.
The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Bookbuild, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares will
be deemed to have read and understood this Announcement (including the
Appendix ) in its entirety, to be making or accepting such offer on the terms
and subject to the conditions of the Placing set out in this Announcement
and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the Appendix.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") AND THE INFORMATION
IN THE ANNOUNCEMENT 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: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), AND WHO:
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTIONS OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW
AND 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 OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO
ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, TAX,
FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. THE
PRICE OF PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL
AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
SUCH PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or Regulation (EU) 2017/1129, as amended (the "EU
Prospectus Regulation"), as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not require the approval of the relevant communication by an
authorised person.
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 the United States, 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 the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement (or any part of it) should seek appropriate advice before taking
any action.
This Announcement should be read in its entirety. In particular, any
prospective subscriber for Placing Shares (a "Placee") should read and
understand the information provided in the "Important Notices" section of this
Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety (including this
Appendix), to be participating, making an offer and acquiring Placing Shares
on the terms and conditions contained in this Announcement (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements, acknowledgements and indemnities contained in this Announcement
(including this Appendix).
Save where defined in this Appendix, capitalised terms shall have the same
meaning as those given in the Announcement.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
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. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of VSA Capital Limited ("VSA
Capital") has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e)
of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in a Relevant State other than Qualified Investors or in
circumstances in which the prior consent of VSA Capital has been given to the
offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons
in a Relevant State other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as having been
made to such persons;
4. 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, undertakings, agreements, acknowledgements and
indemnities contained in this Announcement;
5. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement; and
6. 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 4 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
The Company and VSA Capital will rely upon the truth and accuracy of the
foregoing representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with VSA Capital and the Company
to be bound by these terms and conditions as being the terms and conditions
upon which Placing Shares will be allotted and issued. A Placee shall, without
limitation, become so bound if VSA Capital confirms (orally or in writing) to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
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 UK's
Financial Conduct Authority ("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 and the announcement of the results
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 trade confirmation sent to Placees.
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 VSA Capital or the Company or any other
person and none of VSA Capital, 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,
financial, tax or business advice. Each Placee should consult its own legal
adviser, tax adviser, financial adviser and business adviser for legal, tax,
financial 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
VSA Capital is acting as sole Broker in connection with the Placing and has
entered into a placing agreement with the Company (the "Placing Agreement")
under which, on the terms and subject to the conditions set out in the Placing
Agreement as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares and the
Subscription Shares. The Placing and Subscription is not being underwritten.
The price per Ordinary Share at which the Placing Shares are to be placed is 6
pence. The timing of the closing of the book and allocations are at the
discretion of VSA Capital, in consultation with the Company.
By participating in the Placing, Placees agree to subscribe for Placing
Shares. The Placing will be for 7,000,000 Placing Shares. These will be
allotted and issued within the Directors' existing authorities to allot and
issue Ordinary Shares in the Company on a non-pre-emptive basis.
Placees' participation in the Placing will be at the absolute discretion of
VSA Capital, in consultation with each Placee and the Company.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles of
Association of the Company 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 for admission of the
Placing Shares to trading on AIM.
It is expected that admission to trading on AIM of the Placing Shares and the
Subscription Shares will occur at 8.00 a.m. on 12 August 2024 (or such later
time or date as VSA Capital may agree with the Company, being no later than
8.00 a.m. on 31 August 2024) and that dealings in the Placing Shares and the
Subscription Shares on AIM will commence at that time.
Bookbuild
VSA Capital will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
VSA Capital and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. VSA Capital is acting as sole Broker to the Placing, as agent
for and on behalf of the Company, on the terms and subject to the conditions
of the Placing Agreement. Strand Hanson is acting as nominated adviser to the
Company in connection with the Placing and Admission. Each of VSA Capital and
Strand Hanson are authorised and regulated entities in the United Kingdom by
the FCA and are acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company in relation to the matters
described in this Announcement.
2. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by VSA Capital. VSA may
itself agree to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
3. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
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 VSA Capital on the basis referred to in paragraph 6 below. VSA
Capital reserves the right not to accept bids or to accept bids in part rather
than in whole. The acceptance of the bids shall be at the absolute discretion
of VSA Capital, subject to agreement with the Company.
5. The Bookbuild is expected to close at or around 9.00am on 6
August 2024 but may be closed earlier or later at the discretion of VSA
Capital. VSA Capital may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The Company reserves the right (upon
the prior agreement of VSA Capital) to vary 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 VSA
Capital after consultation with the Company (and in accordance with VSA
Capital's allocation policy as has been supplied by them to the Company in
advance of such consultation). Placees' participation in the Placing will be
at the absolute discretion of VSA Capital, in consultation with each Placee
and the Company. Allocations will be confirmed orally by VSA Capital to
Placees and a trade confirmation will be despatched as soon as possible
thereafter. VSA Capital's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of VSA Capital and the Company, to subscribe
for the number of Placing Shares allocated to it and to pay the Issue Price in
respect of each such share on the terms and conditions set out in this
Appendix and in accordance with the Articles of Association of the Company. A
bid in the Bookbuild will be made on the terms and subject to the conditions
in this Appendix and will be legally binding on the Placee on behalf of which
it is made and except with VSA Capital's 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
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade 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/purchased 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 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, none of VSA Capital,
Strand Hanson, the Company nor any of their respective affiliates, agents,
directors, officers, employees or advisers 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 VSA Capital, Strand Hanson, the
Company, nor any of their respective affiliates, agents, directors, officers,
employees or advisers shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of the conduct
of the Placing or of such alternative method of effecting the Placing as VSA
Capital and the Company may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to subscribe for
Placing Shares on the terms set out in this Appendix 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 or VSA
Capital's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst other things, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. VSA Capital's obligations under the Placing Agreement are conditional
on certain conditions (the "Conditions"), including (amongst others):
1. the Placing Agreement not having been terminated prior to Admission;
2. Admission having occurred not later than 8.00 a.m. on 12 August 2024
or such later date as the Company and VSA may agree, but in any event not
later than 8.00 a.m. on 31 August 2024 (the "Long Stop Date");
3. the Subscription Letters having been executed by the parties to them
and becoming unconditional in all respects (save for Admission) and not having
lapsed or been breached, varied or terminated;
4. the Result of Placing Announcement having been released to the London
Stock Exchange no later than 7.00 a.m. on the Business Day after the date of
the Placing Agreement; and
5. the Company having complied with its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission (in the sole opinion of VSA Capital, acting in good faith);
VSA Capital may, at its absolute discretion, and on such terms as it considers
appropriate, waive or extend the time for fulfilment of all or any part of any
of the Conditions (to the extent that VSA Capital is permitted to waive such
Condition pursuant to the Placing Agreement).
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
VSA Capital by the relevant time or date specified (or such later time or date
as VSA Capital may agree with the Company, being no later than 8.00 a.m. on 31
August 2024); 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 that has not been
unconditionally issued at such time 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 VSA Capital, 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 VSA Capital.
Right to terminate under the Placing Agreement
VSA Capital is entitled, at any time before Admission of the Placing Shares,
to terminate the Placing Agreement in relation to the Placing Shares that has
not at that time been unconditionally issued in accordance with its terms in
certain circumstances, including (amongst other things):
1. the Company has failed in any material respect to comply with its
obligations under the Companies Act, the City Code (to the extent applicable),
FSMA or the AIM Rules in relation to the Placing and/or the Subscription;
2. any statement contained in the Placing Documents is in VSA
Capital's reasonable opinion, untrue, incorrect or misleading in any material
respect;
3. the subscribers of the Subscription Shares have failed or will be
unable to comply in any material respect with any of their obligations under
the subscription letters to which they are party;
4. a subscription letter has been terminated or is otherwise no longer
in full force and effect;
5. there has been a breach of any of the Warranties or any
other obligations on the part of the Company under the Placing Agreement which
in VSA Capital's reasonable opinion it considers to be material in the context
of the Placing and/or the Subscription; and .
6. any of the Warranties was not materially true or accurate, or was
misleading in any material respect when given or deemed given or at any time
if they were to be repeated (by reference to the facts and circumstances in
each case then existing) would no longer be true and accurate, or would be
misleading.
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 in relation to the Placing Shares that have not been
unconditionally issued at such time, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (a) the exercise by
VSA Capital of any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of VSA Capital and
that they need not make any reference to, or consult with, Placees and that
they shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise, and (b) 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 VSA Capital of the allocation and commitments following
the close of the Bookbuild.
Registration and Settlement
Settlement of transactions in the Placing Shares
(ISIN: GB00BMFZVZ53) following Admission will take place within the
computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International Limited ("CREST"), subject to certain exceptions. VSA Capital
reserves the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that it 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.
Following the close of the Bookbuild, each Placee shall be allocated Placing
Shares in the Placing and will be sent a trade confirmation stating the number
of Placing Shares allocated to them at the Issue Price, the aggregate amount
owed by such Placee 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 VSA Capital.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by the receiving agent, Neville Registrars
Limited, or as VSA Capital may otherwise direct as agent for the Company and
VSA Capital will enter 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 12 August 2024 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, VSA Capital may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for VSA
Capital's account and benefit, an amount equal to the aggregate amount owed by
that 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 ("SDRT") 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 trade 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 SDRT. If
there are any circumstances in which any stamp duty or SDRT 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 SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither VSA Capital or 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 VSA Capital (in its capacity as
sole Broker and placing agent 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 (including this
Appendix) in its entirety and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
in this Announcement (including this Appendix) 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 AIM Rules and EU Market Abuse Regulation
(EU/596/2014) as it forms part of UK domestic law by virtue of the European
(Withdrawal) Act 2018 (as amended)("MAR"), which includes a description of the
nature of the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
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 of VSA Capital nor the Company will be responsible for any liability
to stamp duty or SDRT 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 VSA Capital and the Company on an after-tax basis in respect of any
Indemnified Taxes;
5. neither VSA Capital nor any of their respective 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
Appendix;
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 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. it has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document (a) is required under the UK Prospectus
Regulation or other applicable law; and (b) has been or will be prepared in
connection with the Placing;
10. in connection with the Placing, either of VSA Capital and any of its
affiliates acting as an investor for its own account may subscribe for Placing
Shares and in that capacity may retain, purchase or sell for its own account
such Placing Shares 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 to VSA Capital or any of their
respective affiliates acting in such capacity;
11. VSA Capital and its respective affiliates may enter into financing
arrangements and swaps with investors in connection with which either VSA
Capital or any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
12. VSA Capital does 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. VSA Capital does not owe any fiduciary or other duties to any Placee
in respect of any discretions, obligations, 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 VSA Capital in connection with its participation in
the Placing and that VSA Capital does not 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
discretions, obligations, 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 such other persons specifically identified as accepting
responsibility to certain parts thereto (if any)) and neither VSA Capital nor
any of its affiliates nor their respective 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, the Placing
Documents, 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 the Placing
Documents, 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. Certain information in this announcement has been provided by Heyco as
majority owner of HEI. This information has not previously been publicly
published and has not been independently verified by either of Heyco or HEI
and no representation, warranty, assurance or undertaking, express or implied,
is or will be made and no responsibility or liability is or will be accepted
by Heyco, HEI or any of their respective affiliates in respect of such
information. Further, whilst the Company has reviewed such information and
believes it reasonable to place reliance on such information, such information
has not been independently verified by the Company;
17. 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;
18. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by either
VSA Capital nor 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 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;
19. neither 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 either of VSA Capital or the Company or any
of their respective affiliates or any person acting on behalf of any of them
to provide it with any such material or information;
20. neither 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;
21. it may not rely, and has not relied, on any investigation that VSA
Capital or any of its 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 no 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;
22. 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 VSA Capital for all or any 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 and its group, 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;
23. 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, confirmations,
undertakings, representations, warranties and agreements contained in this
Appendix;
24. 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 in this Announcement on behalf
of each such person; and
(b) will remain liable to the Company and/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);
25. 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 Appendix) 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 either of VSA Capital or the Company or any of
their respective affiliates and its and their directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
26. 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;
27. it irrevocably appoints any duly authorised officer of 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 Appendix;
28. 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;
29. the Placing Shares may not be offered, sold, or delivered, directly or
indirectly, in or into the Restricted 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 or either of VSA
Capital or any person acting on behalf of the Company or either of VSA 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;
30. no action has been or will be taken by any of the Company or VSA
Capital or any person acting on behalf of the Company 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;
31. unless otherwise specifically agreed with 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, a Restricted Jurisdiction;
32. it may be asked to disclose in writing or orally to VSA Capital:
(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;
33. it is, and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be 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 of 1933, as amended ("US Securities Act");
34. 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;
35. 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;
36. 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 nor VSA
Capital makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor 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 either of 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;
37. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
38. 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;
39. if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of VSA Capital has been given to each
proposed offer or resale;
40. if in the United Kingdom, that it is a person (a) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (b) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (c) to whom it may otherwise lawfully be
communicated;
41. if in the United Kingdom, unless otherwise agreed by VSA Capital, it
is a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it
is purchasing Placing Shares for investment only and not with a view to resale
or distribution;
42. 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 FSMA;
43. 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 either of VSA Capital in its 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;
44. 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);
45. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
46. it has complied with its obligations under the Criminal Justice Act
1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse Regulation 596/2014
and in connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof (the "Regulations") and the Money Laundering Sourcebook of
the FCA 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;
47. in order to ensure compliance with the Regulations, VSA Capital (for
itself and as agent on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity. Pending
the provision to 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 VSA Capitals' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
VSA Capitals' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identify each of VSA Capital (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either of 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;
48. 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 SDRT 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;
49. 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 Appendix on the due time and
date set out in this Announcement, failing which the relevant Placing Shares
may be placed with other subscribers or sold as 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, SDRT 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;
50. any money held in an account with 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 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 VSA Capitals' money in accordance with the client money rules and will be
held by it under a banking relationship and not as trustee;
51. 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 either of 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;
52. Neither VSA Capital nor any of its affiliates, nor any person acting
on behalf of them, is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and VSA Capital is not acting for it or its clients, and
that VSA Capital will not be responsible for providing the protections
afforded to clients or customers of VSA Capital or for providing advice in
respect of the transactions described in this Announcement;
53. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or VSA Capital conduct
of the Placing;
54. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) 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) disclosed such information to any person, prior to the information
being made publicly available;
55. the rights and remedies of the Company and VSA Capital under the terms
and conditions in this Appendix 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 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
as VSA Capital and are irrevocable. Each of VSA Capital and 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 and VSA 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 in this Announcement.
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, each of 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 Appendix or incurred byVSA
Capital , the Company or any of their respective affiliates, agents,
directors, officers or employees arising from the performance of that Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
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 Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
VSA Capital is authorised and regulated by the FCA in the United Kingdom and
is acting as sole Broker exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Strand Hanson is authorised and regulated by the FCA in the United Kingdom and
is acting as Nominated Adviser exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement. Strand Hanson's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and SDRT 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.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Placees should not give rise to any liability
to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments transferring
Shares and agreements to transfer Ordinary Shares).
Such statements assume 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 dealings in the Placing
Shares, stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor either of VSA Capital will be responsible
and the Placees shall indemnify the Company and VSA Capital on an after-tax
basis for any stamp duty or SDRT or other similar taxes or duties (together
with interest, fines and penalties) in any jurisdiction paid by the Company or
either of VSA Capital in respect of any such arrangements or dealings. If this
is the case, each Placee should seek its own tax advice and notify VSA Capital
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company 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 VSA Capital and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold either of VSA Capital and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, SDRT 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.
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