REG - Reabold Resources - Conditional Accelerated Bookbuild <Origin Href="QuoteRef">RBDR.L</Origin> - Part 2

Reabold ResourcesAnnouncement

28/02/2018 11:30

- Part 2: For the preceding part double click  ID:nRSb2415Ga 

(including this Appendix) and acknowledges that its participation in the
Placing and the issue of the Placing Shares will be governed by and be subject
to and based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
inf this Announcement (including this Appendix) and it undertakes not to
redistribute, forward, transfer, duplicate or otherwise transmit this
Announcement;
2.    that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Bookbuilding
Process, the Placing or the Placing Shares;
3.    that it will indemnify on an after-tax basis and hold harmless each
of the Company, the Joint Broker, Affiliate of the Joint Brokers and Reabold
Affiliates and any person acting on their behalf from any and all costs,
losses, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall survive
after completion of the Placing;
4.    that the Placing Shares will be admitted to trading on AIM and the
Company is therefore required to publish certain business and financial
information in accordance with AIM Rule 26 and other applicable laws and
regulations (the "Exchange Information"), which includes certain business and
financial and the Company's announcements and circulars published in the past
12 months, and that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of the contents of the
Exchange Information;
5.    that none of the Joint Brokers, any Affiliate of the Joint Brokers or
any person acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the Company; nor
has it requested any of the Joint Brokers, any Affiliate of the Joint Brokers
or any person acting on their behalf to provide it with any such material or
information;
6.    that (i) none of the Joint Brokers, any Affiliate of the Joint
Brokers or any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Joint Brokers and that the Joint Brokers do not have any duties
or responsibilities to it for providing the protections afforded to its
clients or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right, and (ii) neither it nor, as the case may be,
its clients expect the Joint Brokers to have any duties or responsibilities to
it similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that the Joint Brokers are not acting for it or its
clients, and that the Joint Brokers will not be responsible to any person
other than the Company for providing protections afforded to its clients;
7.    that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint Brokers, any
Affiliate of the Joint Brokers or any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company and none of the Joint Brokers, any Affiliate of the Joint Brokers or
any person acting on their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing to
subscribe for the Placing Shares is contained in this Announcement, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares, and that it has relied on its own
investigation with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and acknowledges that it
is not relying on any other information whatsoever and in particular it is not
relying on any investigation that the Joint Brokers, any Affiliate of the
Joint Brokers or any person acting on their behalf may have conducted with
respect to the Placing Shares or the Company and none of such persons has made
any representations to it, express or implied, with respect thereto;
8.    that it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has had
sufficient time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax, legal and
other economic considerations and has relied upon its own examination of, and
due diligence on, the Company, and the terms of the Placing, including the
merits and risks involved;
9.    that it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting its invitation to
participate in the Placing;
10.   that it is not entitled to rely on any information (including, without
limitation, any information contained in any management presentation given in
relation to the Placing) other than that contained in this Announcement
(including this Appendix) and represents and warrants that it has not relied
on any representations relating to the Placing, the Placing Shares or the
Company other than the information contained in this Announcement;
11.   that it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint Brokers, any Affiliate
of the Joint Brokers or any person acting on their behalf and understands that
(i) none of the Joint Brokers, any Affiliate of the Joint Brokers or any
person acting on their behalf has or shall have any liability for any public
information relating to the Company or otherwise or any representation; (ii)
none of the joint Brokers, any Affiliate of the Joint Brokers, or any person
acting on their behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee, whether at
the date of publication, the date of this Announcement or otherwise; and that
(iii) none of the Joint Brokers, any Affiliate of the Joint Brokers, or any
person acting on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information,
whether at the date of publication, the date of this Announcement or
otherwise;
12.   that (i) it is entitled to acquire the Placing Shares for which it is
subscribing under the laws and regulations of all relevant jurisdictions which
apply to it; (ii) it has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and authorities
which may be required or necessary in connection with its subscription for
Placing Shares and its participation in the Placing and has complied with all
other necessary formalities in connection therewith; (iii) it has all
necessary capacity to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour such obligations; (iv) it
has paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) it has not taken any action which will or may result in the
Company, the Joint Brokers, any Affiliate of the Joint Brokers, Reabold
Affiliate or any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with the
Placing;
13.   that it understands that the Placing Shares have not been and will not
be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States and are not being offered or
sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
14.   that its acquisition of the Placing Shares has been or will be made in
an "offshore transaction" as defined in and pursuant to Regulation S;
15.   that it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
16.   that, if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it
in the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
a member state of the European Economic Area which has implemented the
Prospectus Directive other than "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive, or in circumstances in which the prior
consent of Arden has been given to such an offer or resale;
17.   that it has not offered or sold and will not offer or sell any Placing
Shares to the public in any member state of the European Economic Area except
in circumstances falling within Article 3(2) of the Prospectus Directive which
do not result in any requirement for the publication of a prospectus pursuant
to Article 3 of the Prospectus Directive;
18.   that 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 it is permitted to do
so pursuant to section 21 of FSMA;
19.   that it has complied and will comply with all applicable provisions of
FSMA with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving, the United Kingdom;
20.   that it has complied with its obligations: (i) under the Criminal
Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) in
connection with the laws of all relevant jurisdictions which apply to it and
it has complied, and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of
Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations; and
it is permitted to subscribe for Placing Shares in accordance with the laws of
all relevant jurisdictions which apply to it and it has have complied, and
will fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002
(as amended) and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017);
21.   that if in the United Kingdom, represents and warrants that: (a) it is
a person having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d)
("High Net Worth Companies, Unincorporated Associations etc") of the FPO, or
(c) it is a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive, or (d) if not a person meeting the criteria set out in (a) or (b)
of this paragraph 21 or the other criteria of qualified investors for the
purposes of section 86(7) of FSMA, he or she is a director of the Company at
the time of the Placing or (d) it is person to whom this announcement may
otherwise lawfully be communicated;
22.   that its participation in the Placing would not give rise to an offer
being required to be made by it or any person with whom it is acting in
concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
23.   that it (and any person acting on its behalf) will pay for the Placing
Shares acquired by it in accordance with this Announcement and with any trade
confirmation sent by Arden (or on its behalf) to it in respect of its
allocation of Placing Shares and its participation in the Placing on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as Arden may, in its absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
24.   that none of the Joint Brokers, any Affiliate of the Joint Brokers or
any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of the
Joint Brokers, any Affiliate of the Joint Brokers or any person acting on
their behalf has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of any of Arden's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;
25.   that (i) the person whom it specifies for registration as holder of
the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the
case may be, (ii) neither Arden nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the Placing
Shares will be allotted to the CREST stock account of Arden which will hold
them as settlement agent as nominee for the Placee until settlement in
accordance with its standing settlement instructions with payment for the
Placing Shares being made simultaneously upon receipt of the Placing Shares in
the Placee's stock account on a delivery versus payment basis;
26.   26. that it irrevocably appoints any director of Arden as its agent
for the purposes 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 agreed to be taken up by it under
the Placing;
27.   that it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be cleared in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced, delivered or
transferred, directly or indirectly, within any Restricted Jurisdiction;
28.   that any person who confirms to Arden on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who authorises Arden to
notify the Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
29.   that the agreement to settle each Placee's acquisition of Placing
Shares (and/or the acquisition of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to an acquisition by it and/or such person direct from the
Company of the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Arden will be
responsible. If this is the case, the Placee should take its own advice and
notify Arden accordingly;
30.   that when a Placee or any person acting on behalf of the Placee is
dealing with Arden, any money held in an account with Arden 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. The 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 in accordance with the client money rules and will be
used by Arden in the course of its business; and the Placee will rank only as
a general creditor of Arden (as the case may be);
31.   that in order to ensure compliance with the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Arden (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 Arden or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Arden's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Ardeich
apply to it; (ii) it has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and authorities
which may be required or necessary in connection with its subscription for
Placing Shares and its participation in the Placing and has complied with all
other necessary formalities in connection therewith; (iii) it has all
necessary capacity to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour such obligations; (iv) it
has paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) it has not taken any action which will or may result in the
Company, the Joint Brokers, any Affiliate of the Joint Brokers, Reabold
Affiliate or any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with the
Placing; 
 
13.   that it understands that the Placing Shares have not been and will not
be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States and are not being offered or
sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act; 
 
14.   that its acquisition of the Placing Shares has been or will be made in
an "offshore transaction" as defined in and pursuant to Regulation S; 
 
15.   that it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act; 
 
16.   that, if it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in a
member state of the European Economic Area which has implemented the
Prospectus Directive other than "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive, or in circumstances in which the prior
consent of Arden has been given to such an offer or resale; 
 
17.   that it has not offered or sold and will not offer or sell any Placing
Shares to the public in any member state of the European Economic Area except
in circumstances falling within Article 3(2) of the Prospectus Directive which
do not result in any requirement for the publication of a prospectus pursuant
to Article 3 of the Prospectus Directive; 
 
18.   that 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 it is permitted to do so pursuant
to section 21 of FSMA; 
 
19.   that it has complied and will comply with all applicable provisions of
FSMA with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving, the United Kingdom; 
 
20.   that it has complied with its obligations: (i) under the Criminal
Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) in
connection with the laws of all relevant jurisdictions which apply to it and
it has complied, and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of
Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations; and
it is permitted to subscribe for Placing Shares in accordance with the laws of
all relevant jurisdictions which apply to it and it has have complied, and
will fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002
(as amended) and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017); 
 
21.   that if in the United Kingdom, represents and warrants that: (a) it is a
person having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d)
("High Net Worth Companies, Unincorporated Associations etc") of the FPO, or
(c) it is a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive, or (d) if not a person meeting the criteria set out in (a) or (b)
of this paragraph 21 or the other criteria of qualified investors for the
purposes of section 86(7) of FSMA, he or she is a director of the Company at
the time of the Placing or (d) it is person to whom this announcement may
otherwise lawfully be communicated; 
 
22.   that its participation in the Placing would not give rise to an offer
being required to be made by it or any person with whom it is acting in
concert pursuant to Rule 9 of the City Code on Takeovers and Mergers; 
 
23.   that it (and any person acting on its behalf) will pay for the Placing
Shares acquired by it in accordance with this Announcement and with any trade
confirmation sent by Arden (or on its behalf) to it in respect of its
allocation of Placing Shares and its participation in the Placing on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as Arden may, in its absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf; 
 
24.   that none of the Joint Brokers, any Affiliate of the Joint Brokers or
any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of the
Joint Brokers, any Affiliate of the Joint Brokers or any person acting on
their behalf has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of any of Arden's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein; 
 
25.   that (i) the person whom it specifies for registration as holder of the
Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case
may be, (ii) neither Arden nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the Placing
Shares will be allotted to the CREST stock account of Arden which will hold
them as settlement agent as nominee for the Placee until settlement in
accordance with its standing settlement instructions with payment for the
Placing Shares being made simultaneously upon receipt of the Placing Shares in
the Placee's stock account on a delivery versus payment basis; 
 
26.   26. that it irrevocably appoints any director of Arden as its agent for
the purposesn's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Arden (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Arden and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited;
33.   that the Company, Arden, and others will rely upon the truth and
accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements;
34.   that the basis of allocation will be determined by Arden at its
absolute discretion and that the right is reserved to reject in whole or in
part and/or scale back any participation in the Placing;
35.   the Company and Arden may produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein;
36.   that its commitment to subscribe for Placing Shares on the terms and
conditions set out herein will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Arden's conduct of the Placing;
37.   that time is of the essence as regards its obligations under this
Appendix;
38.   that 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 Arden;
39.   that it will be bound by the terms of the articles of association of
the Company; and
40.   that the terms and conditions in this Appendix and all documents into
which this Appendix is incorporated by reference or otherwise validly forms a
part and/or any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing and any
non-contractual obligations arising out of or in connection with such
agreements will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts in relation
to any claim, dispute or matter (including any non-contractual obligations)
arising out of or in connection with any such agreements, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Arden 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 acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company, the Joint Brokers and the
Nominated Adviser (for their own benefit and, where relevant, the benefit of
any Affiliate of the Joint Brokers or Reabold Affiliate and any person acting
on their behalf) and are irrevocable.
No claim shall be made against the Company, Whitman Howard, Beaumont Cornish,
Arden, any Affiliate of the Joint Brokers, any Reabold Affiliate, or any other
person acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur by reason
of or arising from or in connection with the performance of its obligations
hereunder or otherwise howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Arden will be
responsible and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and the Joint Brokers in the event that any of the
Company, any Reabold Affiliate, either of the Joint Brokers or any Affiliate
of the Joint Brokers has incurred any such liability to stamp duty or stamp
duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to amendment.
Arden shall notify the Placees and any person acting on behalf of the Placees
of any such changes.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Arden does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Brokers or any Affiliate of the Joint Brokers may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares.
The rights and remedies of the Joint Brokers, the Nominated Adviser and the
Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to Arden and, if so,
undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in which the funds
are managed or owned; and
3. such other "know your client" information as Arden may reasonably request.
DEFINITIONS
 
In this Announcement, the following words and expressions shall, unless the
context provides otherwise, have the following meanings:
 
 "Act"                                         the Companies Act 2006, as amended
 "Admission"                                   admission to trading on AIM becoming effective in accordance with Rule 6 of
                                               the AIM Rules in respect of the relevant Placing Shares
 "AIM"                                         the AIM market operated by the London Stock Exchange
 "AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange as amended
                                               from time to time
 "Announcement"                                this announcement, including the Appendix
 "Arden"                                       Arden Partners PLC, the Company's joint broker and sole bookrunner for the
                                               purposes of the Placing and Admission
 "Beaumont Cornish"                            Beaumont Cornish Limited, the Company's nominated adviser
 "Board" or "the Directors"                    the directors of the Company, as at the date of this document
 "certificated" or "in certificated form"      an Ordinary Share recorded on the Company's share register as being held in
                                               certificated form (namely, not in CREST)
 "Circular"                                    the circular to be sent to Shareholders setting out the details of the
                                               proposed Placing and the Notice of General Meeting
 "Company" or "Reabold"                        Reabold Resources plc, a company incorporated in England and Wales under the
                                               Companies Act 1985 with registered number 03542727
 "CREST"                                       the relevant system (as defined in the CREST Regulations) in respect of which
                                               Euroclear is the operator (as defined in those regulations)
 "CREST Regulations"                           the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
 "Existing Ordinary Shares"                    the 1,540,415,896 existing Ordinary Shares in issue at the date of this
                                               Announcement, all of which are admitted to trading on AIM
 "E & P"                                       Exploration and Production
 "FCA"                                         the Financial Conduct Authority of the UK
 "Form of Proxy"                               the form of proxy to be accompany the Circular for use in relation to the
                                               General Meeting
 "FSMA"                                        the Financial Services and Markets Act 2000 (as amended)
 "General Meeting"                             the general meeting of the Company to be held at the offices of Hill Dickinson
                                               LLP, 105 Jermyn Street, London SW1Y 6EE at 11.00 a.m. on 19 March 2018
 "Issue Price"                                 0.6 pence
 "London Stock Exchange"                       London Stock Exchange plc
 "MAR"                                         the EU Market Abuse Regulation (596/2014/EU)
 Nominated Advisor                             Beaumont Cornish
 "Notice of General Meeting"                   the notice convening the General Meeting which will be set out in the Circular
 "Ordinary Shares"                             the ordinary shares of 0.1p (£0.001) each in the capital of the Company
 "Placing"                                     the conditional placing of the Placing Shares by Arden as agent for and on
                                               behalf of the Company, pursuant to the Placing Agreement, further details of
                                               which are set out in this Announcement and the Circular
 "Placing Agreement"                           the conditional agreement between te Company, the Joint Brokers and the
                                               Nominated Adviser dated 28 February 2018 in respect of the Placing
 "Placing Shares"                              up to 1,222,000,000 new Ordinary Shares to be issued pursuant to the Placing
 "Regulatory Information Service"              a service approved by the FCA for the distribution to the public of regulatory
                                               announcements and included within the list maintained on the FCA's website
 "Resolutions"                                 the resolutions to be set out in the Notice of General Meeting
 "Restricted Jurisdiction"                     the United States, Australia, Canada, Japan, the Republic of Ireland or the
                                               Republic of South Africa or any other jurisdiction where to offer, sell, take
                                               up, deliver or transfer in, into or from would constitute a breach of local
                                               securities laws or regulations
 "Shareholders"                                holders of Ordinary Shares
 "uncertificated" or "in uncertificated form"  an Ordinary Share recorded on a company's share register as being held in
                                               uncertificated form in CREST and title to which, by virtue of the CREST
                                               Regulations, may be transferred by means of CREST
 "Whitman Howard"                              Whitman Howard Limited, the Company's joint broker for the purposes of the
                                               Placing and Admission
 "£", "pounds sterling", "pence" or "p"        are references to the lawful currency of the United Kingdom
 
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The company news service from the London Stock Exchange
 
 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 agreed to be taken up by it under the
Placing; 
 
27.   that it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be cleared in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced, delivered or
transferred, directly or indirectly, within any Restricted Jurisdiction; 
 
28.   that any person who confirms to Arden on behalf of a Placee an agreement
to subscribe for Placing Shares and/or who authorises Arden to notify the
Placee's name to the Company's registrar, has authority to do so on behalf of
the Placee; 
 
29.   that the agreement to settle each Placee's acquisition of Placing Shares
(and/or the acquisition of a person for whom it is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to an acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a clearance service.
If there were any such arrangements, or the settlement related to other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Arden will be responsible. If this
is the case, the Placee should take its own advice and notify Arden
accordingly; 
 
30.   that when a Placee or any person acting on behalf of the Placee is
dealing with Arden, any money held in an account with Arden 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. The 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 in accordance with the client money rules and will be
used by Arden in the course of its business; and the Placee will rank only as
a general creditor of Arden (as the case may be); 
 
31.   that in order to ensure compliance with the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Arden (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 Arden or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Arden's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Arden's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Arden (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Arden and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from which they
were originally debited; 
 
33.   that the Company, Arden, and others will rely upon the truth and
accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements; 
 
34.   that the basis of allocation will be determined by Arden at its absolute
discretion and that the right is reserved to reject in whole or in part and/or
scale back any participation in the Placing; 
 
35.   the Company and Arden may produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein; 
 
36.   that its commitment to subscribe for Placing Shares on the terms and
conditions set out herein will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Arden's conduct of the Placing; 
 
37.   that time is of the essence as regards its obligations under this
Appendix; 
 
38.   that 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 Arden; 
 
39.   that it will be bound by the terms of the articles of association of the
Company; and 
 
40.   that the terms and conditions in this Appendix and all documents into
which this Appendix is incorporated by reference or otherwise validly forms a
part and/or any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing and any
non-contractual obligations arising out of or in connection with such
agreements will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts in relation
to any claim, dispute or matter (including any non-contractual obligations)
arising out of or in connection with any such agreements, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Arden 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 acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company, the Joint Brokers and the
Nominated Adviser (for their own benefit and, where relevant, the benefit of
any Affiliate of the Joint Brokers or Reabold Affiliate and any person acting
on their behalf) and are irrevocable. 
 
No claim shall be made against the Company, Whitman Howard, Beaumont Cornish,
Arden, any Affiliate of the Joint Brokers, any Reabold Affiliate, or any other
person acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur by reason
of or arising from or in connection with the performance of its obligations
hereunder or otherwise howsoever in connection with the Placing or Admission. 
 
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee. 
 
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Arden will be
responsible and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and the Joint Brokers in the event that any of the
Company, any Reabold Affiliate, either of the Joint Brokers or any Affiliate
of the Joint Brokers has incurred any such liability to stamp duty or stamp
duty reserve tax. 
 
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares. 
 
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to amendment.
Arden shall notify the Placees and any person acting on behalf of the Placees
of any such changes. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Arden does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Brokers or any Affiliate of the Joint Brokers may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. 
 
The rights and remedies of the Joint Brokers, the Nominated Adviser and the
Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the exercise
of others. 
 
Each Placee may be asked to disclose in writing or orally to Arden and, if so,
undertakes to provide: 
 
1. if he is an individual, his nationality; 
 
2. if he is a discretionary fund manager, the jurisdiction in which the funds
are managed or owned; and 
 
3. such other "know your client" information as Arden may reasonably request. 
 
DEFINITIONS 
 
In this Announcement, the following words and expressions shall, unless the
context provides otherwise, have the following meanings: 
 
 "Act"                                         the Companies Act 2006, as amended                                                                                                                                                                                                                                    
 "Admission"                                   admission to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules in respect of the relevant Placing Shares                                                                                                                                   
 "AIM"                                         the AIM market operated by the London Stock Exchange                                                                                                                                                                                                                  
 "AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange as amended from time to time                                                                                                                                                                       
 "Announcement"                                this announcement, including the Appendix                                                                                                                                                                                                                             
 "Arden"                                       Arden Partners PLC, the Company's joint broker and sole bookrunner for the purposes of the Placing and Admission                                                                                                                                                      
 "Beaumont Cornish"                            Beaumont Cornish Limited, the Company's nominated adviser                                                                                                                                                                                                             
 "Board" or "the Directors"                    the directors of the Company, as at the date of this document                                                                                                                                                                                                         
 "certificated" or "in certificated form"      an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)                                                                                                                                                  
 "Circular"                                    the circular to be sent to Shareholders setting out the details of the proposed Placing and the Notice of General Meeting                                                                                                                                             
 "Company" or "Reabold"                        Reabold Resources plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 03542727                                                                                                                                       
 "CREST"                                       the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)                                                                                                                             
 "CREST Regulations"                           the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)                                                                                                                                                                                                   
 "Existing Ordinary Shares"                    the 1,540,415,896 existing Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM                                                                                                                                     
 "E & P"                                       Exploration and Production                                                                                                                                                                                                                                            
 "FCA"                                         the Financial Conduct Authority of the UK                                                                                                                                                                                                                             
 "Form of Proxy"                               the form of proxy to be accompany the Circular for use in relation to the General Meeting                                                                                                                                                                             
 "FSMA"                                        the Financial Services and Markets Act 2000 (as amended)                                                                                                                                                                                                              
 "General Meeting"                             the general meeting of the Company to be held at the offices of Hill Dickinson LLP, 105 Jermyn Street, London SW1Y 6EE at 11.00 a.m. on 19 March 2018                                                                                                                 
 "Issue Price"                                 0.6 pence                                                                                                                                                                                                                                                             
 "London Stock Exchange"                       London Stock Exchange plc                                                                                                                                                                                                                                             
 "MAR"                                         the EU Market Abuse Regulation (596/2014/EU)                                                                                                                                                                                                                          
 Nominated Advisor                             Beaumont Cornish                                                                                                                                                                                                                                                      
 "Notice of General Meeting"                   the notice convening the General Meeting which will be set out in the Circular                                                                                                                                                                                        
 "Ordinary Shares"                             the ordinary shares of 0.1p (£0.001) each in the capital of the Company                                                                                                                                                                                               
 "Placing"                                     the conditional placing of the Placing Shares by Arden as agent for and on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement and the Circular                                                       
 "Placing Agreement"                           the conditional agreement between te Company, the Joint Brokers and the Nominated Adviser dated 28 February 2018 in respect of the Placing                                                                                                                            
 "Placing Shares"                              up to 1,222,000,000 new Ordinary Shares to be issued pursuant to the Placing                                                                                                                                                                                          
 "Regulatory Information Service"              a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website                                                                                                             
 "Resolutions"                                 the resolutions to be set out in the Notice of General Meeting                                                                                                                                                                                                        
 "Restricted Jurisdiction"                     the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction where to offer, sell, take up, deliver or transfer in, into or from would constitute a breach of local securities laws or regulations  
 "Shareholders"                                holders of Ordinary Shares                                                                                                                                                                                                                                            
 "uncertificated" or "in uncertificated form"  an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST                                                                   
 "Whitman Howard"                              Whitman Howard Limited, the Company's joint broker for the purposes of the Placing and Admission                                                                                                                                                                      
 "£", "pounds sterling", "pence" or "p"        are references to the lawful currency of the United Kingdom                                                                                                                                                                                                           
 
 
This information is provided by RNS
The company news service from the London Stock Exchange