REG - Prospex Energy PLC - Proposed Placing & Subscription and Retail Offer
24/06/2025 17:15
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RNS Number : 2428O Prospex Energy PLC 24 June 2025
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
24 June 2025
Prospex Energy plc
("Prospex" or the "Company")
Proposed Placing and Subscription to raise a minimum of £550,000
and retail offer for up to £500,000
Fundraising to fund ongoing operations in Spain
Prospex Energy plc (AIM: PXEN), the AIM quoted investing company focused on
European gas and power projects, is pleased to announce that it intends to
raise a minimum of £550,000 by way of a Placing to qualified investors
("Placing"), and Subscription by certain existing shareholders and other
investors ("Subscription"), of, in aggregate, 12,222,222 new ordinary shares
of 0.1p in the Company ("Ordinary Shares") at a price of 4.5 pence per share
(the "Issue Price").
In addition, the Company is proposing a retail offer to existing shareholders
for up to 11,111,111 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 of the Company (the "Board") depending on demand. The proceeds from
the Fundraise will be used to fund ongoing operations on the Company's three
main producing assets onshore in Spain and Italy.
Placing and Subscription
The Placing will be conducted through the issue of 5,388,889 new Ordinary
Shares ("Placing Shares") 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 targeted fundraise amount of the Placing may be
increased depending on demand. The Bookbuild is being managed by VSA Capital
Limited ("VSA Capital") and H&P Advisory Limited ("H&P") which are
acting as joint Brokers.
HEYCO Energy Group, Inc., ("Heyco Energy"), the majority owner of HEYCO Energy
Iberia, which at the moment is the owner of an 58.8% interest, and subject to
regulatory approval of a pending acquisition, up to 96.49% interest, of the
Viura Field in which Prospex has a 7.24% interest (through its 7.5%
shareholding in HEYCO Energy Iberia), has indicated its intention to subscribe
for 4,500,000 new Ordinary Shares at the Issue Price amounting to £202,500
(the "Heyco Subscription Shares") as part of the Subscription.
Certain existing shareholders and other investors have also indicated their
intention to subscribe for 1,111,111 new Ordinary Shares at the Issue Price
amounting to approximately £50,000 (the "Existing Shareholder Shares", and
together with the Heyco Subscription Shares, the "Subscription Shares") as
part of the Subscription.
In addition, certain Directors and a PDMR have indicated that they intend to
participate in the Placing for 1,222,222 Placing Shares at the Issue Price
amounting in aggregate to proceeds of approximately £55,000 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 £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 be required 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
Assuming the WRAP Retail Offer is fully subscribed, the gross proceeds are
expected to amount to approximately £1,050,000 which, after costs, the
Company will allocate to cover the cash call to fund the ongoing workover on
the Viura-1B well to resume production at the Viura field and to cover the
costs of ordering long-lead items for the 2026 drilling campaign.
Mark Routh, Prospex's CEO, commented:
"As a revenue-generative, debt-free company with producing onshore European
gas assets, we primarily operate on a financially self-sustaining basis.
However, when we are presented with strategic development opportunities that
have the potential to significantly increase revenue, build market position,
and realise long-term value for stakeholders, we must act.
"Our acquisition of Tarba Energía S.L. in April was a compelling investment
opportunity that enabled us to achieve a 100% indirect working interest in
both the El Romeral asset and the Tesorillo and Ruedalabola exploration
permits in southern Spain. El Romeral is expected to lead to significantly
increased production revenue once the permits to drill five new wells are
approved. Whilst this acquisition was funded entirely by accumulated cash
reserves from our investment portfolio, it utilised cash resources that would
otherwise have been committed to our existing investments to continue to
unlock their significant value potential - something we remain committed to
doing.
"With a strengthened and growing portfolio, defined development strategy and
multiple value uplift triggers, Prospex is poised to become a mid-tier
independent European energy producing group. We are grateful for the strong
investor support we have received to date and accordingly, in addition to the
qualified investors and existing shareholders participating through the
Placing and Subscription, we are pleased that we are able to offer our
existing retail shareholders an opportunity to participate in the Fundraise
through the Retail Offer. We look forward to providing further updates on the
Fundraise and Retail Offer in due course."
* * 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
Andrew Monk (Corporate Broking) VSA Capital Limited Tel: +44 (0) 20 3005 5000
Andrew Raca/Brian Wong (Corporate Finance)
Neil Passmore Hannam & Partners Tel: +44 (0) 20 7907 8500
Leif Powis
Ana Ribeiro / Charlotte Page St Brides Partners Limited Tel: +44 (0) 20 7236 1177
Notes
Prospex Energy plc is an AIM quoted investment company focused on high impact
onshore and shallow offshore European opportunities with short timelines to
production. The Company's strategy is to acquire undervalued projects with
multiple, tangible value trigger points that can be realised within 12 months
of acquisition and then applying low-cost re-evaluation techniques to identify
and de-risk prospects. The Company will rapidly scale up gas production in
the short term to generate internal revenues that can then be deployed to
develop the asset base and increase production further.
Qualified Person Signoff
In accordance with the AIM note 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 more than 40 years of 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
herein.
Additional background on the Fundraising
It is expected that the Placing will result in the issue of a minimum of
6,277,778 Placing Shares and the Subscription will result in the issue of
5,944,444 Subscription Shares, in each case at the Issue Price. Together it is
expected that the Placing and the Subscription will raise a minimum of
£550,000 before expenses for the Company.
The Issue Price represents a discount of approximately 4.4 per cent. to the
closing middle market price of 4.7 pence per Ordinary Share on 24 June 2025,
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 24 June 2025 between VSA Capital,
H&P and the Company (the "Placing Agreement"), VSA Capital and H&P
have conditionally agreed, as agents on behalf of the Company, to use their
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 and H&P will commence the Bookbuild in
respect of the Placing immediately following the release of this Announcement.
The exact 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 the allocations
among subscribers are at the absolute joint discretion of VSA Capital and
H&P, 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 and H&P reserve the right to close the Bookbuild without notice.
The Placing and Subscription are being undertaken on a reasonable endeavours
basis and are not being underwritten by VSA Capital, H&P or any other
person.
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 and PDMR participation
Directors and PDMR are intending to participate in the Placing as follows:
Director/PDMR Amount (£) Shares
Bill Smith 15,000 333,333
Mark Routh 15,000 333,333
Richard Jameson 25,000 555,556
Related Party Transaction
The participation in the Subscription by Heyco Energy and certain of the
Directors of the Company constitutes a related party transaction under the AIM
Rules.
Directors who are not participating in the Fundraising and are therefore
classified as independent directors are satisfied that the terms of the
participation by Heyco Energy and certain of the Directors of the Company are
fair and reasonable, having consulted with the Company's nominated adviser,
Strand Hanson Limited, insofar as the Company's shareholders are concerned in
accordance with AIM Rule 13 (Related Party Transactions).
Admission to AIM
Application will be made to the London Stock Exchange plc for admission of the
Placing Shares, the Subscription Shares and the Retail Shares to trading on
AIM. Admission is expected to occur on or around 3 July 2025.
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 of America 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 and Subscription Shares have been subject to a product approval
process, which has determined that the Placing Shares and Subscription 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 and Subscription 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 or Subscription 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 and the Subscription. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment, VSA Capital and H&P 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 and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, VSA Capital and H&P 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 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
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
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, Subscription or any other 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 joint 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 other 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.
H&P, which is authorised and regulated by the FCA in the United Kingdom,
is acting as joint Broker to the Company in connection with the Placing and
the Subscription. H&P will not be responsible to any person other than the
Company for providing the protections afforded to clients of H&P or for
providing advice to any other person in connection with the Placing, the
Subscription or any other acquisition of shares in the Company. H&P is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. H&P has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by H&P 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 H&P 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 or Subscription.
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") and/or H&P Advisory Limited ("H&P") 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 and/or H&P 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, VSA Capital and H&P will rely upon the truth and accuracy of
the foregoing representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with VSA Capital, H&P 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 and/or H&P
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, H&P or the Company or any
other person and none of VSA Capital, H&P, 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 and H&P are acting as joint Brokers in connection with the
Placing and have 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,
they have agreed to use their 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
4.5 pence. The timing of the closing of the book and allocations are at the
discretion of VSA Capital and H&P (acting jointly), in consultation with
the Company.
By participating in the Placing, Placees agree to subscribe for Placing
Shares. The Placing will be for 6,277,778 -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 and H&P (acting jointly), 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 3 July 2025 (or such later time
or date as VSA Capital and H&P may agree with the Company, being no later
than 8.00 a.m. on 31 July 2025) and that dealings in the Placing Shares and
the Subscription Shares on AIM will commence at that time.
Bookbuild
VSA Capital and H&P 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, H&P and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their discretion,
determine.
Participation in, and principal terms of, the Placing
1. VSA Capital and H&P are acting as joint Brokers in 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, H&P 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
and/or H&P. VSA Capital and/or H&P may themselves 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 or H&P. 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 or H&P on the basis referred to in
paragraph 6 below. VSA Capital and H&P reserve 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 and H&P, subject
to agreement with the Company.
5. The Bookbuild is expected to close at or around 9.00am on 25
June 2025 but may be closed earlier or later at the discretion of VSA Capital
and H&P (acting jointly). VSA Capital and/or H&P 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 and H&P (acting jointly)) 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 and H&P after consultation with the Company (and in accordance
with the allocation policy of VSA Capital and H&P as have 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 and H&P
(acting jointly), in consultation with each Placee and the Company.
Allocations will be confirmed orally by VSA Capital or H&P to Placees and
a trade confirmation will be despatched as soon as possible thereafter. Each
of VSA Capital's and H&P'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 or H&P respectively 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 or
H&P'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,
H&P, 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,
H&P, 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, H&P 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 and/or H&P'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 and H&P'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 3 July 2025
or such later date as the Company, VSA Capital and H&P may agree, but in
any event not later than 8.00 a.m. on 31 July 2025 (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, materially varied or terminated;
4. the Result of Placing Announcement having been released to the
London Stock Exchange no later than 9.00 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 opinion of VSA Capital and H&P, acting jointly in good
faith);
VSA Capital and H&P may, at their absolute discretion, and on such terms
as they consider appropriate, waive or extend the time for fulfilment of all
or any part of any of the Conditions (to the extent that VSA Capital and
H&P are 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 and H&P by the relevant time or date specified (or such
later time or date as VSA Capital and H&P may agree with the Company,
being no later than 8.00 a.m. on 31 July 2025); or (ii) the Placing Agreement
is terminated in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares 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, H&P 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 and H&P.
Right to terminate under the Placing Agreement
VSA Capital and H&P are entitled, at any time before Admission of the
Placing Shares, in their absolute discretion to terminate the Placing
Agreement (either jointly or by either party acting individually) 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
and H&P'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 and H&P's reasonable opinion they consider 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.
VSA Capital or H&P (acting severally) may also in their absolute
discretion, following discussions with the Company either (i) proceed with the
Placing of the Placing Shares and the Subscription of the Subscription Shares
or (ii) give notice to the Company to terminate the Placing Agreement in
certain circumstances prior to Admission including (amongst other things):
1. if in VSA Capital's or H&P's reasonable opinion there has
occurred any material adverse change in the financial position or prospects of
the Company or an event or omission has occurred which will be or may be
prejudicial to the Company, the Placing or the Subscription; and
2. an event or other matter has occurred or is likely to occur which, in
the reasonable opinion of VSA Capital or H&P is (or will be if it occurs)
likely prejudicially to affect the financial position or the business or
prospects of the Company or otherwise makes it impractical or inadvisable for
the Placing and/or the Subscription to proceed.
In the event of only one of VSA Capital or H&P electing to exercise its
rights to terminate the Placing Agreement the other party may, by written
notice to the Company and the terminating party, elect for the Placing
Agreement to continue. In such circumstances the obligations of the
terminating party shall cease and no party to the Placing Agreement shall have
any claim against the terminating party (and vice versa), subject to certain
exceptions. By participating in the Placing, each Placee agrees that (a) the
exercise by VSA Capital and/or H&P of any right of termination or of any
other discretion under the Placing Agreement shall be within the absolute
discretion of VSA Capital and/or H&P 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 and/or H&P 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 and H&P reserve the
right to require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
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 and
H&P.
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 and H&P may otherwise direct as agent for the
Company and VSA Capital and H&P 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 2 July 2025 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, VSA Capital and H&P 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 or H&P's account and benefit (as applicable), 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, H&P 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 and H&P (in
their capacity as joint Brokers and placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement (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, H&P 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, H&P and the Company on an
after-tax basis in respect of any Indemnified Taxes;
5. neither VSA Capital nor H&P 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 and/or H&P;
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 H&P
and any of their 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, H&P or any of their respective affiliates acting in such
capacity;
11. VSA Capital, H&P and their respective affiliates may enter into
financing arrangements and swaps with investors in connection with which
either VSA Capital, H&P or any of their affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. VSA Capital and H&P do not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. Neither VSA Capital nor H&P owes 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 and/or H&P in connection with its
participation in the Placing and that neither VSA Capital nor H&P has 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
H&P nor any of their 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. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that, in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given,
or representations, warranties or statements, express or implied, made, by
either VSA Capital, H&P, the Company or 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;
18. neither VSA Capital, H&P, the Company or 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 VSA Capital ,H&P 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;
19. neither VSA Capital, H&P or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that VSA
Capital and H&P or any of their affiliates or any person acting on their
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;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to VSA Capital and/or H&P 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;
22. it is subscribing for the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the acknowledgements, confirmations,
undertakings, representations, warranties and agreements contained in this
Appendix;
23. it is acting as principal only in respect of the Placing or, if it
is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements in this Announcement on behalf
of each such person; and
(b) will remain liable to the Company and/or VSA Capital and/or H&P
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this 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 VSA Capital, H&P 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;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of VSA Capital
and H&P 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;
27. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
28. the Placing Shares may not be offered, sold, or delivered, 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, VSA Capital, H&P
or any person acting on behalf of the Company, VSA Capital or H&P that
would, or is intended to, permit a public offer of the Placing Shares in the
Restricted Jurisdictions or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;
29. no action has been or will be taken by any of the Company, VSA
Capital or H&P or any person acting on behalf of the Company, VSA Capital
or H&P that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
30. unless otherwise specifically agreed with VSA Capital and H&P,
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;
31. it may be asked to disclose in writing or orally to VSA Capital
and/or H&P:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it is, and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be 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");
33. 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;
34. 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;
35. it understands that the Company has not undertaken to determine
whether it will be treated as a passive foreign investment company ("PFIC")
for US federal income tax purposes for the current year, or whether it is
likely to be so treated for future years and neither the Company, VSA Capital
nor H&P makes any representation or warranty with respect to the same.
Accordingly, neither the Company, VSA Capital nor H&P 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, VSA Capital or H&P 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;
36. 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;
37. 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;
38. 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 and/or H&P has been given
to each proposed offer or resale;
39. 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;
40. if in the United Kingdom, unless otherwise agreed by VSA Capital and
H&P, 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;
41. 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;
42. 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 or H&P 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;
43. 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);
44. 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;
45. 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;
46. in order to ensure compliance with the Regulations, each of VSA
Capital and H&P (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, H&P or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at VSA Capital's
or H&P's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at VSA Capital's or
H&P's 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 and H&P (as applicable) (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, VSA Capital and/or the Company and/or H&P
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;
47. 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;
48. 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 and H&P may in
their discretion (acting jointly) 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;
49. any money held in an account with VSA Capital and/or H&P 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 Capital and/or H&P's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee;
50. 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, H&P 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;
51. Neither VSA Capital, H&P nor any of their 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 neither VSA Capital nor H&P is acting
for it or its clients, and that neither VSA Capital nor H&P will be
responsible for providing the protections afforded to clients or customers of
VSA Capital or H&P or for providing advice in respect of the transactions
described in this Announcement;
52. 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, VSA Capital's or
H&P's conduct of the Placing;
53. 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;
54. the rights and remedies of the Company, VSA Capital and H&P
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
55. 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 the
Company, VSA Capital or H&P 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 H&P and are irrevocable. Each of VSA Capital, H&P
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, VSA Capital and H&P 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 H&P 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 by VSA
Capital, H&P, 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 joint 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.
H&P is authorised and regulated by the FCA in the United Kingdom and is
acting as joint 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 or H&P will be
responsible and the Placees shall indemnify the Company, VSA Capital and
H&P 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 and H&P 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 and H&P accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company, VSA Capital and H&P 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, H&P and the
Company accordingly. Furthermore, each prospective Placee agrees to indemnify
on an after-tax basis and hold VSA Capital and/or H&P 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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