REG - Rockhopper Exp plc - Proposed Capital Raise
15/06/2022 16:45
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RNS Number : 0385P Rockhopper Exploration plc 15 June 2022
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HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
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SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
15 June 2022
Rockhopper Exploration plc
("Rockhopper" or the "Company")
Proposed Capital Raise
Proposed equity raise of approximately US$4.5 million (approximately £3.7
million) by way of a Placing and a proposed Subscription
and
Open Offer of up to approximately US$5 million (approximately £4.1 million)
The Company today announces its intention to raise approximately US$4.5
million (approximately £3.7 million), before expenses, by way of a Placing
and a proposed Subscription, in each case at an issue price of 7 pence per
Unit (the "Issue Price"). Each Unit being offered comprises one New Ordinary
Share and, for every two New Ordinary Shares subscribed for, one Warrant. Each
Warrant gives the holder the right to subscribe for one new Ordinary Share at
a price of 9 pence per Ordinary Share (the "Strike Price") at any time from
the issue of the Warrants up to (and including) 5.00 p.m. on 31 December 2023
(the "Warrant Exercise Period"). The Issue Price represents a discount of
approximately 12.5 per cent. to the Closing Price of 8 pence per Existing
Ordinary Share on 14 June 2022 (being the latest practicable date prior to the
release of this announcement (together with the Appendix, the
"Announcement")).
In addition, the Company is seeking to raise up to approximately US$5 million
(£4.1million) through an Open Offer (together with the Placing and
Subscription, the "Capital Raising") pursuant to which Units will be offered
to existing Shareholders at the Issue Price. If the Resolutions to (i) allot
shares (or rights to subscribe for or to convert any security into shares)
and, (ii) disapply pre-emption rights are not approved by Shareholders at the
2022 Annual General Meeting, the Open Offer will not complete.
The proceeds from the proposed Placing and Subscription are expected to
provide the Company with sufficient working capital to the end of June 2023.
Any additional proceeds from the Open Offer would provide working capital
beyond this period depending on the amount raised.
Subject to demand from potential investors to participate in the Placing and
the existing authorities granted at the 2021 Annual General Meeting, the
Directors have reserved flexibility to increase the size of the Placing. The
Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this Announcement
and will be made available to new and existing eligible institutional
investors. The Placing is subject to the terms and conditions set out in the
Appendix to this Announcement. Canaccord Genuity Limited ("Canaccord") and
Peel Hunt LLP ("Peel Hunt") are together acting as joint bookrunners (the
"Joint Bookrunners") in relation to the Placing. The Bookbuild is expected to
remain open until 9 p.m. on 15 June 2022, however this remains subject to
change at the discretion of the Joint Bookrunners (in consultation with the
Company).
The Directors, have indicated an intention to subscribe for Units, pursuant to
the Subscription at the Issue Price, which would raise gross proceeds of
approximately US$190,000 in aggregate.
The Company considers it important that existing Shareholders who are not able
to take part in the Placing or the Subscription are given an opportunity to
participate in the Capital Raising. The Company will therefore provide
Qualifying Shareholders with the opportunity to subscribe for Units,
comprising of Open Offer Shares and Warrants, at the Issue Price pursuant to
an Open Offer, to raise gross proceeds of up to approximately US$5 million
(approximately £4.1 million) if fully taken-up. The Open Offer will include
an excess application facility to enable Qualifying Shareholders to apply for
additional Units in excess of their entitlements under the Open Offer.
Completion of the Open Offer will be conditional upon, among other things, the
approval by the Company's Shareholders of resolutions to grant the Directors
of the Company authority to (i) allot shares or rights to subscribe for or to
convert any security into shares, and (ii) disapply pre-emption rights (the
"Resolutions") at the annual general meeting of the Company expected to be
held on 28 June 2022 (the "2022 Annual General Meeting").
If the Resolutions are not approved by Shareholders at the 2022 Annual General
Meeting, the Open Offer will not complete. The Directors consider the terms of
the Capital Raising (described in more detail below) to be in the best
interests of Shareholders and of the Company as a whole. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of the
Resolutions at the 2022 Annual General Meeting to be held on 28 June 2022.
Details on how to vote at the 2022 Annual General Meeting are set out in the
Notice of Annual General Meeting published by the Company on 6 June 2022,
which can be found on the Company's website (www.rockhopperexploration.co.uk).
Sam Moody, CEO of Rockhopper Exploration plc said:
"The strategy and focus of the Board is to maximise the likelihood of project
sanction at Sea Lion. At current oil prices, the Board believes the potential
value creation to Shareholders by sanctioning Sea Lion, a 500 million barrel
oil field with significant upside, is highly material. In order to pursue this
strategy, the Company requires sufficient funding to pay its reduced corporate
costs, licence fees, costs associated with the completion of the Navitas
Transaction and various other costs not covered under the Navitas loan
agreement. The proposed equity raise helps us achieve that while we focus on
the ultimate prize of Sea Lion project sanction."
Capital Raising - Further Information
· For the avoidance of doubt, the Capital Raising is not being
underwritten by the Joint Bookrunners or any other party, whether as to
settlement risk or otherwise.
· The Company intends to issue the Placing Units (including both
the Placing Shares and the Placing Warrants) by way of a non-pre-emptive
cashbox placing.
· The timing for the close of the Bookbuild shall be at the
discretion of the Joint Bookrunners, in consultation with the Company.
· Allocation of the Placing Units shall be determined by the
Company in consultation with the Joint Bookrunners.
· At the Company's 2021 Annual General Meeting held on 29 June
2021, the Directors were granted authorities to allot shares or rights to
subscribe for or to convert any security into shares under section 551 of the
Act. This authority is sufficient to enable the Company to allot and issue the
full amount of Placing Units pursuant to the Placing and the Subscription
Units pursuant to the Subscription. The Company is scheduled to hold its 2022
Annual General Meeting on 28 June 2022, at which the Company is proposing
Resolutions to grant the Directors authority to (i) allot shares or rights to
subscribe for or to convert any security into shares under section 551 of the
Act, and (ii) disapply pre-emption rights under section 570 of the Act. If
passed, these Resolutions would be sufficient to enable the Company to allot
and issue the full amount of Open Offer Units to be issued pursuant to the
Open Offer. If the Resolutions are not approved by Shareholders at the 2022
Annual General Meeting, the Open Offer will not complete.
· The Placing and the proposed Subscription are conditional upon:
o First Admission becoming effective by not later than 8.00 a.m. on 20 June
2022 or such later date as may be agreed by the Company and the Joint
Bookrunners; and
o the Placing and Open Offer Agreement becoming unconditional with respect
to First Admission and not having been terminated by the Joint Bookrunners in
accordance with its terms.
· The Open Offer is further conditional upon, among other things:
o the Resolutions being passed by Shareholders at the 2022 Annual General
Meeting; and
o Second Admission becoming effective.
· The Placing and the proposed Subscription are not conditional
upon completion of the Open Offer. It is therefore possible that the Placing
and the proposed Subscription proceed, but the Open Offer does not.
· The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the Placing.
· The Company expects to publish a circular (the "Circular") in
connection with the Open Offer following the closure of the Bookbuild. Full
details, including terms and conditions, of the Open Offer will be included in
the Circular. Please note that subscription for Units under the Placing will
not carry any entitlement to subscribe for New Ordinary Shares or Warrants
under the Open Offer.
· Applications will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is expected that
First Admission will become effective and that dealings in respect of the
Placing Shares and the Subscription Shares will commence at 8.00 a.m. on 20
June 2022.
· The Warrants will not be admitted to trading on AIM or on any
other stock exchange. The Warrants are capable of being settled in CREST. It
is currently intended that settlement of Warrants via CREST will be on the
same timetable as settlement of the Placing Shares and Subscription Shares or
the Open Offer Shares, as applicable. Warrant certificates in respect of the
Warrants issued pursuant to the Placing will be issued to certificated
holders only and are currently expected to be dispatched within 14 days of
First Admission.
Current Trading and Prospects
The Company's results for the twelve months ended 31 December 2021 were
released on 30 May 2022. A copy of these results can be found at
www.rockhopperexploration.co.uk.
As noted in the Company's results for the twelve months ended 31 December
2021, as at 30 April 2022, the Group had (unaudited) cash resources of
approximately US$3.4 million. There have been no material changes to the
performance of the Group since the publication of these results.
Recent Events
In April 2022, the Company, Harbour Energy and Navitas announced that they had
signed legally binding definitive documentation in relation to Harbour Energy
exiting and Navitas entering the North Falkland Basin (the "Navitas
Transaction").
The details of the Navitas Transaction (including the proposed Navitas Loans
and the key conditions to the Navitas Transaction) are set out, along with the
future plans for Sea Lion, in the RNS announcement dated 19 April 2022.
Background to and reasons for the Capital Raising
The strategy and focus of the Board is to maximise the likelihood of project
sanction at Sea Lion. At current oil prices, the Board believes the potential
value creation to Shareholders by sanctioning Sea Lion, a 500 million barrel
oil field with significant upside, is highly material.
In order to pursue this strategy, the Company requires sufficient funding to
pay its reduced corporate costs, licence fees, costs associated with the
completion of Navitas Transaction and various other costs not covered under
the Navitas loan agreement, including all costs relating to the South Falkland
licences. The Navitas Loans only become available on completion of the Navitas
Transaction, which requires (among other things) UK Secretary of State
approval and could take a number of months.
As set out in the Company's 2021 Annual Report, the Company had cash resources
of US$4.8 million as at 31 December 2021. As at 30 April 2022, the Company had
(unaudited) cash resources of approximately US$3.4 million. The Company has
not raised funds from Shareholders since 2011.
The Company estimates that additional funding of a minimum of US$4.5 million
(approximately £3.7 million) would be sufficient to run the Company for the
next 12 months, by which time the Company is hopeful that a decision will have
been issued by the panel in relation to the Ombrina Mare Arbitration. Once
that decision is known, the Company will be in a position to better determine
its future funding requirements. See section on 'Rockhopper's Italian Assets'
below for further details.
Background to Rockhopper and the Sea Lion Project
The Company is an AIM-quoted oil and gas exploration and production company
based in the UK with key interests in the Falkland Islands. It was established
in 2004 and admitted to trading on AIM in August 2005. Rockhopper's current
market value is approximately £36.6million.
Since 2004, the Company has built a portfolio of licences in the North
Falkland Basin, containing Sea Lion and satellite discoveries. The Company
discovered Sea Lion in May 2010 and went on to appraise and flow-test the
field during the remainder of 2010 and 2011, as operator with a 100 per cent.
working interest. Sea Lion is accordingly well appraised and has been the
subject of many years of sub-surface, facilities engineering and
pre-development work.
Sea Lion has been independently audited on a number of occasions, including by
ERC Equipoise Limited ("ERCE") in 2016, to contain in excess of 500 mmbbls of
recoverable oil on a 2C Contingent Resource basis, and 900 mmbbls of
recoverable oil on a 3C Contingent Resource basis. For comparative purposes,
based on this independent assessment, Sea Lion would be one of the largest
undeveloped oil fields in the UK North Sea if it were located on the UK
continental shelf.
The Company notes that, in May 2022, Navitas separately commissioned
Netherland Sewell & Associates, Inc. (a third party mineral expert) to
conduct its own independent audit of the contingent and prospective resources
of Sea Lion, which followed a different approach to the ERCE 2016 audit. The
results of this audit indicate higher contingent and prospective resources
than concluded by ERCE in its 2016 audit.
In 2012, the Company farmed down 60 per cent. and operatorship of its licence
interests in the North Falkland Basin, including Sea Lion, to Premier Oil.
From 2012 to 2021, Premier Oil undertook various pre-development activities
including front end engineering and design and other studies with the aim of
developing the field. Premier Oil submitted an 'Environmental Impact
Assessment' and draft 'Field Development Plan' to FIG. The 'Environmental
Impact Assessment' was accepted by FIG in 2020. Furthermore, significant
efforts were historically expended to secure financing for the project. The
Company estimates the total cost of the work conducted to date to be in excess
of US$300 million.
In March 2021, Premier Oil was acquired by Chrysaor Holdings Limited to create
Harbour Energy. As part of the acquisition, Harbour Energy conducted a
strategic review of Premier Oil's asset portfolio and concluded in September
2021 that Sea Lion, amongst other development assets it was acquiring, was not
a strategic fit for the enlarged business. As a result, Harbour Energy decided
to exit its interests in the Falkland Islands.
About Navitas Petroleum
Navitas is a publicly traded (TASE:NVPT.L) North America focused oil and gas
exploration and production partnership. It has a strong track record in equity
and debt capital markets, having raised approximately US$1.4 billion since
2017. Its forecast production for 2022 is over 5,000 boepd.
Navitas has an established asset portfolio, including conventional onshore
production (Neches field and Denbury assets), robust offshore production
(Buckskin project), development stage assets with a clear path to first
production (Shenandoah project) and high-impact exploration prospects (Block
7, offshore Canada).
The recent FID for the Shenandoah project is expected to be transformational
for Navitas. In August 2021, Navitas and its partners in the Shenandoah
project raised financing in excess of US$900 million. Furthermore, in 2021
Navitas raised over US$300 million in corporate debt and equity transactions.
Excluding Sea Lion, Navitas has over 260 million barrels of 2P/2C resources
and an existing work programme in place to increase production to
approximately 60,000 bbls/d (net) by 2025. Navitas' 2022 EBITDA is estimated
to be in the region of US$60 million and is projected to increase to
approximately US$800 million by 2025.
Navitas boasts an experienced team with a track record of success in offshore
developments. Navitas' Chairman is Mr Gideon Tadmor, one of the founders and
major drivers behind the success of the Eastern Mediterranean oil and gas
sector. As the CEO and Chairman of Delek Group's upstream companies, Mr Tadmor
led the efforts of world class discoveries such as the 11 TCF Tamar field and
the 22 TCF Leviathan field.
The information in this section relating to Navitas has been sourced from
Navitas. Navitas is listed on the Tel Aviv Stock Exchange. This information
has not been independently verified by the Company or the Joint Bookrunners.
Rockhopper's Other Falkland Licence Interests
In addition to the Licences in the North Falkland Basin, the Company holds a
100 per cent. interest and is the operator of licences PL011, PL012 and PL014
in the South and East of the Falklands.
The Company considers these licences to be potentially prospective for gas
resources. In particular, licence PL011 is adjacent to a large gas-condensate
discovery made by Borders & Southern Limited in April 2012.
Rockhopper's Italian Assets
The Company commenced international arbitration proceedings against the
Republic of Italy in relation to the Ombrina Mare field in March 2017. The
Company believes that Republic of Italy breached the Energy Charter Treaty
("ECT") following the decision in February 2016 by the Ministry of Economic
Development not to award the Company a Production Concession covering the
Ombrina Mare field. The hearing took place in early February 2019 in Paris. In
June 2019, the tribunal rejected Italy's request for the suspension of the
arbitration and Italy's related intra-EU jurisdictional objections.
The proceedings related to the Ombrina Mare Arbitration were declared closed
in accordance with Rule 38(1) of the ICSID Arbitration Rules on 25 April 2022.
Under the ICSID Arbitration Rules, the tribunal has 120 days after closing to
issue its award, extendable by 60 days (Rule 46). Any award issued by the
tribunal must therefore be issued by 23 August 2022 or, if extended, 22
October 2022.
The Company continues to believe it has strong prospects of recovering very
significant monetary damages (on the basis of lost profits) as a result of the
Republic of Italy's breaches of the ECT. All of the Company's costs associated
with the arbitration to date have been funded on a non-recourse ('no win-no
fee') basis from a specialist arbitration funder. Should damages be awarded,
the funder will receive a proportion of the damages based on funds spent and
the size of any award. There can be no certainty as to the amount, if any,
that will be awarded from the Ombrina Mare Arbitration.
In addition, the Company holds legacy interests in various Italian licences
following its acquisition of Mediterranean Oil and Gas plc in 2014. Many of
these interests will require abandonment at some point in the future. As
disclosed in the Company's 2021 Annual Report, the total estimated cost of the
eventual field abandonment and site restoration was US$14.2 million. Currently
no material costs in relation to these activities are envisaged before the end
of 2024. To the extent that activities are planned before the end of 2024 they
can be funded from existing resources.
Other
The Company is also considering issuing share options to an experienced and
successful oil and gas development project manager who would oversee the Sea
Lion development for the Navitas / Rockhopper joint venture as a part of that
individual's overall remuneration package. Further details will be provided in
due course.
Use of Proceeds
It is currently expected that the gross proceeds of the Placing, expected to
be approximately US$4.5 million (approximately £3.7 million), will provide
sufficient capital to support the Company in achieving:
(a) completion of the Navitas Transaction;
(b) licence extension in the North Falkland Basin; and
(c) outcome of the Ombrina Mare arbitration.
The Company will issue Warrants to those participating in the Capital Raising
that enable the purchase of additional Ordinary Shares at the Strike Price,
being a premium to the Issue Price.
Warrants are only likely to be exercised once the Company's share price has
increased substantially from the Issue Price, so the Shareholder will see
appreciation in the value of the new Ordinary Shares they received from the
Capital Raising if Warrants are exercised.
Importance of Vote at the 2022 Annual General Meeting
The Resolutions being proposed at the 2022 Annual General Meeting are, (i) in
respect of the resolution relating to the granting of authority to Directors
to allot shares (or rights to subscribe for or to convert any security into
shares), an ordinary resolution which, to be passed, will require the support
of a simple majority of the total voting rights of Shareholders who (being
entitled to do so) vote on such resolution at the 2022 Annual General Meeting,
and (ii) in respect of the resolution relating to the granting of authority to
Directors to disapply pre-emption rights, a special resolution which, to be
passed, will require the support of a majority of not less than 75 per cent.
of the total voting rights of Shareholders who (being entitled to do so) vote
on such resolution at the 2022 Annual General Meeting. The Open Offer is
conditional, inter alia, on the passing of the Resolutions.
In the event that the Resolutions are not passed at the 2022 Annual General
Meeting, the Company will not be able to proceed with the Open Offer and
Shareholders will not get the opportunity to participate in the Open Offer,
with the result that the anticipated net proceeds of the Open Offer will not
become available to the Company.
The Directors consider that the scenario described above would not be in the
best interests of the Company or its Shareholders as a whole and that any
alternative financing, if available, could be on less favourable terms and
could lead to more substantial dilution for Shareholders than would be the
case under the proposed Open Offer. Accordingly, the Directors believe that
the passing of the Resolutions are in the best interests of Shareholders and
recommend that Shareholders vote in favour of the Resolutions at the 2022
Annual General Meeting.
Risk Factors
Please see below certain key risk factors related to the business of the
Group. Please see the Annual Report and Accounts issued on 6 June 2022 for
details of other risk factors.
1. The Group's financial position will be materially and
adversely affected if the Capital Raising does not proceed
If the Capital Raising does not proceed, the Company would have insufficient
working capital to execute its intended strategy and would need to seek
alternative sources of funding in the short to medium term, which may or may
not be forthcoming. In these circumstances, there can be no certainty that the
Group would be able to secure additional financing on commercially acceptable
terms or at all.
2. The Navitas Transaction may not complete
Completion of the Navitas Transaction is subject to a number of conditions
precedent, including, but not limited to, obtaining the FIG Consents (which
are further described above). There is no guarantee that the aforementioned
FIG Consents and other conditions precedent will be satisfied or, where
appropriate, waived. In the event that some, or all, of the conditions
precedent are not satisfied (or waived), the Navitas Transaction may not
complete. In these circumstances, there may be a number of materially adverse
consequences for the Company in respect of its operations and prospects
generally. These include the possibility that FIG does not grant an extension
of the Licences and/or that the Company loses its Licences in the North
Falkland Basin.
In addition, if the Navitas Transaction does not complete, Harbour Energy may
exercise its rights to wind down all operations in respect of the Licences
(and the Company is required to bear 40 per cent. of such costs). In such
event, the Company has the right to acquire Harbour Energy's Licence interests
for US$1. Regardless of whether the Company exercises such option, unless
otherwise agreed by Harbour Energy and the Company, Harbour will wind down
operations, including the decommissioning of the temporary dock facility. The
Company believes that its 40 per cent. share in the costs of removing the
temporary dock facility could be in the region of approximately US$4 million.
3. Sufficient funding required to develop the Sea Lion project
may not be obtained
Even if the Navitas Transaction does complete (see above), it is possible that
Sea Lion will not be developed. Significant funds will be required in the
future to complete the development of the Sea Lion project and there is no
guarantee that the Company and Navitas (nor any other additional project
partner who may be incorporated in the future into the Sea Lion project) would
each be able to raise the requisite funds to develop the Sea Lion project.
Furthermore, there can be no assurance that any such funds raised by either
the Company or Navitas would be available on favourable terms. If the Company
and/or Navitas are unable to obtain additional financing as required, they may
potentially fail to meet their respective financial and operational
obligations. As a result, they may not be able to develop the Sea Lion project
or may need to reduce the scope of their operations in connection with the Sea
Lion project, which could have a material adverse effect on the Group's
business, results of operations and financial condition.
4. The Company and Navitas may not be able to agree a
development plan
There is a risk that the Company and Navitas may not be able to agree a
development plan. In addition, in the event that the Company does not approve
the development of the Sea Lion field, Navitas may have the right to propose
and carry out the development as an exclusive operation. In such event, the
Company may be deemed to have relinquished its rights in the development,
which could have a material adverse effect on the Group's business, results of
operations and financial condition.
5. The sovereignty of the Falkland Islands is disputed and as
there has never been an oil or gas development in the Falklands there is
uncertainty as to the application of the fiscal regime and regulatory
requirements
There is a longstanding and ongoing dispute between the Argentinian Government
and the UK Government over ownership and control of the Falkland Islands.
Whilst open aggression is not expected, certain service providers and
financial institutions may choose not to provide services for fear of the
impact an association may have on their business in Argentina, which could
have a material adverse effect on the Group's business, results of operations
and financial condition. Furthermore, as there has never been an oil
development carried out in the Falklands, there is uncertainty as to the
fiscal regime and regulatory requirements imposed on oil and gas companies
operating in the Falkland Islands, as this legislation has never been applied
and tested.
For further information, please contact:
Rockhopper Exploration plc Tel: +44 (0) 202 7390 0234
Sam Moody, Chief Executive Officer (via Vigo Consulting)
Canaccord (Nominated Adviser, Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 7523 8000
Investment Banking: Henry Fitzgerald-O'Connor/Gordon Hamilton
ECM: Sam Lucas
Peel Hunt (Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 7418 8900
Investment Banking: Richard Crichton/Alexander Allen
ECM-Syndicate: Jock Maxwell MacDonald/Sohail Akbar
Vigo Consulting Tel. +44 (0) 20 7390 0234
Patrick d'Ancona/Ben Simons/Kendall Hill
IMPORTANT NOTICES
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United
States. The Units, New Ordinary Shares, Warrants and Open Offer Entitlements
have not been and will not be registered under the US Securities Act 1933, as
amended (the "Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be offered,
sold, delivered, transferred, or taken up, directly or indirectly, in or into
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Company does not intend to register any
portion of the Capital Raising in the United States or to conduct an offering
of securities in the United States.
This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Regulation
Rules or delivered to any other authority which could be a competent authority
for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or the UK version of Prospectus Regulation (EU)
2017/1129 as it forms part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its
contents have not been examined or approved by the London Stock Exchange, nor
has it been approved by an "authorised person" for the purposes of Section 21
of the FSMA. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of the FSMA does not
apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order, and (ii) are
qualified investors as defined in article 2(e) of the UK Prospectus
Regulation, and (c) otherwise, to persons to whom it may otherwise be lawful
to communicate it (all such persons together being referenced to as "Relevant
Persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, Relevant Persons. Any person who
is not a Relevant Person should not act or rely on this Announcement or any of
its contents.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners (apart from the responsibilities or
liabilities that may be imposed by the FSMA or other regulatory regime
established thereunder) or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is
expressly disclaimed.
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser and joint
bookrunner for the Company and for no-one else in connection with the Capital
Raising, and Canaccord will not be responsible to anyone other than the
Company for providing the protections afforded to its customers or for
providing advice to any other person in relation to the Capital Raising or any
other matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint bookrunner for the Company and for
no-one else in connection with the Capital Raising, and Peel Hunt will not be
responsible to anyone other than the Company for providing the protections
afforded to its customers or for providing advice to any other person in
relation to the Capital Raising or any other matter referred to herein.
The distribution of this Announcement and the offering of the Units in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or the Joint Bookrunners that would permit an offering of such
securities or possession or distribution of this Announcement or any other
offering or publicity material relating to such securities in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The Units to which this
Announcement relates may be illiquid and/or subject to restrictions on their
resale. Prospective purchasers of the Units should conduct their own due
diligence, analysis and evaluation of the business and data described in this
Announcement, including the Units. The pricing and value of securities can go
down as well as up. Past performance is not a guide to future performance. The
contents of this Announcement are not to be construed as financial, legal,
business or tax advice. If you do not understand the contents of this
Announcement you should consult an authorised financial adviser, legal
adviser, business adviser or tax adviser for financial, legal, business or tax
advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (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 Units have been
subject to a product approval process, which has determined that such Units
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 UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the Units
may decline and investors could lose all or part of their investment; the
Units offer no guaranteed income and no capital protection; and an investment
in the Units is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors (pursuant to the Placing) 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 UK 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 Units. Each
distributor is responsible for undertaking its own target market assessment in
respect of the Units and determining appropriate distribution channels.
The Joint Bookrunners may, in accordance with applicable laws and regulations,
engage in transactions in relation to the New Ordinary Shares and/or related
instruments for its own account and, except as required by applicable laws or
regulations, does not propose to make any public disclosure in relation to
such transactions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS OF THE PLACING AND THE PROPOSED
SUBSCRIPTION
Announcement of the Capital Raising.................................. 15 June 2022
Announcement of the results of the Placing and the 16 June 2022
Subscription.......................................................................
First Admission and commencement of dealings in the Placing Shares and the 8.00 a.m. on 20 June 2022
Subscription Shares on AIM expected to
commence......................................................
Expected date for CREST accounts to be credited with Placing Shares and As soon as practicable after 8.00 a.m. on 20 June 2022
Warrants in uncertificated form..............
Expected date for dispatch of definitive share certificates in respect of the Within 14 days of 20 June 2022
Placing Shares and Subscription Shares (and the Warrants if applicable) to be
issued in certificated form..
2022 Annual General Meeting 10.00 a.m. on 28 June 2022
Warrant Expiry 5.00 p.m. on 31 December 2023
Date............................................................
Each of the times and dates in the table above is indicative only and may be
subject to change. If any of the details contained in the timetable above
should change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service. References to times are
to London time unless stated otherwise. The timetable above assumes that the
Placing and Open Offer Agreement becomes unconditional in all respects with
respect to First Admission and is not terminated in accordance with its terms
by the Joint Bookrunners. Further details on the timetable in relation to the
Open Offer will be included in the Circular.
FURTHER DETAILS OF THE CAPITAL RAISING
Details of the Warrants
As detailed above, the Company has agreed to issue Warrants to investors in
the Placing on the basis of one Warrant for every two Placing Shares
subscribed for under the Placing, or for every two Subscription Shares
subscribed for under the Subscription. Entitlements to Warrants shall be
rounded down and fractional entitlements shall be disregarded. Each Warrant
will have the right to subscribe for one new Ordinary Share. The Warrants are
exercisable at a price of 9 pence per Ordinary Share during the Warrant
Exercise Period. The issue and validity of the Warrants in the Placing is not
conditional on the passing of the Resolutions at the 2022 Annual General
Meeting.
Participation in the Open Offer will also entitle the subscriber to Warrants
on the same basis as in the Placing.
None of the Warrants will be admitted to trading on AIM or any other stock
exchange. The other key terms and conditions of the Warrants are set out
below:
a) Subscription rights: Each Warrant issued will confer on the holder the
right to subscribe for one new Ordinary Share at an exercise price of9 pence
per Ordinary Share by notice to the Company during the Warrant Exercise
Period.
b) Warrant Exercise Period: The exercise period for a Warrant is the
period from the date of issue of the Warrant up to (and including) 5.00 p.m.
on 31 December 2023 (unless terminated earlier in accordance with the terms of
the Warrants).
c) Adjustment to subscription rights: The subscription rights conferred by
the Warrants and/or the exercise price of the Warrants shall be adjusted by
the Board in its sole discretion on the occurrence of certain events in
relation to the Company, including:
i. a subdivision, consolidation or reclassification of the Ordinary Shares;
ii. a reduction of capital or any other reduction in the
number of Ordinary Shares in issue from time to time; or
iii. an issue of Ordinary Shares by way of dividend or
distribution or by way of capitalisation of profits or reserves,
with the intention, in broad terms, that any such adjustment will leave the
holder(s) of the Warrant(s) in a similar position to the position they were in
immediately before the event giving rise to the adjustment.
d) Transfer: The Warrants are, subject to certain conditions, freely
transferable by the holders.
e) Security: The Warrants are not secured.
f) Modifications: The Company may amend the provisions of the instrument
constituting the Warrants (the "Warrant Instrument") without the consent of
the holders of the Warrants where such amendment is of a minor nature or to
correct a manifest error. Otherwise no amendments or abrogations to the terms
of the Warrant Instrument are permitted without the consent of holders of at
least 75 per cent. of the Warrants in issue at the time.
g) Administration: The Warrants are capable of being settled in CREST. It
is currently intended that settlement of Warrants via CREST will be on the
same timetable as settlement of (i) the Placing Shares, in the case of
Warrants issued pursuant to the Placing, (ii) the Subscription Shares, in the
case of Warrants issued pursuant to the Subscription, or (iii) the Open Offer
Shares, in the case of Warrants issued pursuant to the Open Offer. Warrant
certificates in respect of the Warrants issued pursuant to the Capital Raising
will be issued to certificated holders only and are currently expected to be
dispatched to Shareholders within 14 days of the issue of the Placing Shares,
Subscription Shares or Open Offer Shares, as applicable.
Any Warrants remaining unexercised after the end of the Warrant Exercise
Period shall automatically expire without compensation. Upon exercise of the
Warrants, the underlying Ordinary Shares will be issued within 14 days. There
are also provisions in the Warrant Instrument for meetings of the holders of
Warrants.
The Open Offer
The Company considers it important that Shareholders who are not able to take
part in the Placing and/or the Subscription have an opportunity to participate
in the Capital Raising. The Company will therefore provide Qualifying
Shareholders with the opportunity to subscribe for Units at the Issue Price
pursuant to an Open Offer, to raise up to approximately US$5 million
(approximately £4.1 million) if fully taken-up.
Subject to fulfilment of the conditions of the Open Offer, the Open Offer will
provide Qualifying Shareholders with the opportunity to apply to acquire Open
Offer Units at the Issue Price pro rata to their holdings of Existing Ordinary
Shares against all Existing Ordinary Shares held by Qualifying Shareholders as
at the Open Offer Record Date on the following basis:
1 Open Offer Unit for every 8 Existing Ordinary Shares held by Qualifying
Shareholders
Each Open Offer Unit will comprise one Open Offer Share and, for every two
Open Offer Shares subscribed for, one Warrant.
Further information on the Open Offer will be set out in the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer
Shares pursuant to the Open Offer.
Definitions
"2021 Annual General Meeting" the annual general meeting of the Company held on 29 June 2021
"2021 Annual Report" the reports and accounts of the Company for the year ended 31 December 2021
"2022 Annual General Meeting" the annual general meeting of the Company to be held on 28 June 2022
"2C" best estimate scenario of contingent resources
"3C" high estimate scenario of contingent resources
"Act" the Companies Act 2006 (as amended)
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Admission Document" an admission document drawn up in accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Announcement" this announcement, including its appendix
"Application Form" the personalised application form to accompany the Circular (where
appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than
certain Overseas Shareholders) may apply to subscribe for Open Offer Units
under the Open Offer
"bbls/d" barrels per day
"Board" or "Directors" the directors of the Company as at the date of this Announcement
"boepd" barrels of oil equivalent per day
"Bookbuild" the accelerated bookbuild process used in relation to the Placing
"Canaccord" Canaccord Genuity Limited
"Capital Raising" the Placing, the Subscription and the Open Offer
"CCSS" the CREST Courier and Sorting Service established by Euroclear to facilitate,
amongst other things, the deposit and withdrawal of securities
"certificated" or "in certificated form" a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular" the Circular to be published by the Company in connection with the Open Offer
"Closing Price" the closing middle market quotation of the Existing Ordinary Shares, as
derived from the AIM Appendix to the Daily Official List of the London Stock
Exchange
"Company" or "Rockhopper" Rockhopper plc, a company incorporated in England & Wales and with
registered number 05250250
"CREST" a relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Manual" the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, CCSS Operations Manual and CREST Glossary of Terms (all as
defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July
1996 and as amended since)
"CREST Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Payment" shall have the meaning given in the CREST Manual
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force
"CREST Sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member
"Daily Official List" the daily publication of official quotations for all securities traded on the
London Stock Exchange
"EBITDA" earnings before interest, taxes, depreciation and amortisation
"ECT" Energy Charter Treaty
"Enlarged Share Capital" the issued ordinary share capital of the Company as enlarged by the issue of
the New Ordinary Shares
"ERCE" ERC Equipoise Limited
"EU" European Union
"EU Member States" the member states of the European Union
"EU Prospectus Regulation" EU Prospectus Regulation 2017/1129
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for any
number of Open Offer Units in excess of their Open Offer Entitlement provided
that they have agreed to take up their Open Offer Entitlement in full
"Excess CREST Open Offer Entitlements" in respect of each Qualifying CREST Shareholder, the entitlement (in addition
to his, her or its Open Offer Entitlement) to apply for Open Offer Units
pursuant to the Excess Application Facility, which is conditional on him, her
or it taking up his, her or its Open Offer Entitlement in full
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition to
his, her or its Open Offer Entitlement) to apply for Open Offer Units pursuant
to the Excess Application Facility, which is conditional on him, her or it
taking up his, her or its Open Offer Entitlements in full
"Existing Ordinary Shares" the 458,482,117 existing Ordinary Shares in issue as at 14 June 2022 (being
the latest practicable date prior to the announcement of the Capital Raising)
"FCA" the Financial Conduct Authority when exercising functions under Part VI of
FSMA
"FID" final investment decision
"FIG" Falkland Islands Government
"FIG Consents" the consents from FIG which are (among other things) a condition precedent to
the completion of the Navitas Transaction and which are further described in
this Announcement
"First Admission"" the admission of the Placing Shares and the Subscription Shares to trading on
AIM becoming effective in accordance with the AIM Rules
"FPSO" floating production storage and offloading unit
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Group" the Company and its subsidiary undertakings
"Harbour Energy" Harbour Energy plc, a company incorporated in Scotland with registered number
SC234781
"HMRC" HM Revenue & Customs
"ICSID" International Centre for Settlement of Investment Disputes
"Issue Price" the price at which the Units are to be issued and allotted pursuant to the
Capital Raising, being 7 pence per Unit
"Joint Bookrunners" Canaccord and Peel Hunt
"London Stock Exchange" London Stock Exchange plc
"Licences" the PL003 Licence, PL004 Licence, PL032 Licence and PL033 Licence
"Member Account ID" the identification code or number attached to any member account in CREST
"Money Laundering Directive" the Council Directive on prevention of the use of the financial system for the
purpose of money laundering (no. 91/308/EEC)
"Money Laundering Regulations" the Money Laundering Regulations 2007 (SI 2007/2157) (as amended), the money
laundering provisions of the Criminal Justice Act 1993, the Proceeds of Crime
Act 2002 and the Criminal Finances Act 2017
"mmbbls" millions of barrels
"Navitas" Navitas Petroleum LP, a publicly traded North America focused oil and gas
exploration and production partnership
"Navitas Agreements" the legally binding definitive documentation executed by the Company, Navitas
and Harbour Energy on 15 April 2022 in relation to the Navitas Transaction
"Navitas Loans" the Pre-FID Loan and Post-FID Loan
"Navitas Transaction" the transaction between the Company, Harbour Energy and Navitas in relation to
Harbour Energy exiting and Navitas entering the North Falkland Basin
"New Ordinary Shares" new Ordinary Shares to be issued pursuant to the Capital Raising
"Notice of Annual General Meeting" the notice of annual general meeting published by the Company on 6 June 2022
"Official List" the Official List of the FCA
"Ombrina Mare Arbitration" the Company's international arbitration against the Republic of Italy in
relation to the Ombrina Mare field
"Open Offer" the conditional invitation made by the Company to Qualifying Shareholders to
subscribe for the Open Offer Units at the Issue Price on the terms and subject
to the conditions to be set out in the Circular and, in the case of Qualifying
Non-CREST Shareholders, in the Application Form to accompany the Circular
"Open Offer Entitlement" the basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer,
to apply to subscribe for 1 Open Offer Unit for every 8 Existing Ordinary
Shares registered in his, her or its name as at the Open Offer Record Date
"Open Offer Record Date" the record date in relation to the Open Offer, to be set out in the Circular
"Open Offer Shares" New Ordinary Shares to be issued by the Company to Qualifying Shareholders in
connection with the Open Offer
"Open Offer Units" the Open Offer Shares and the Open Offer Warrants, with each Open Offer Unit
comprising one Open Offer Share and, for every two Open Offer Shares
subscribed for, one Warrant
"Open Offer Warrants" Warrants to be issued by the Company to Qualifying Shareholders in connection
with the Open Offer
"Ordinary Shares" the ordinary shares of £0.01 each in the share capital of the Company
"Overseas Shareholders" Shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside of the UK
"Participant ID" the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant
"Peel Hunt"" Peel Hunt LLP
"PL003 Licence"" the Falkland Islands offshore production licence dated 28 February 1997 in
relation to Blocks 14/12, 14/13, 14/14, 14/17, 14/18 and 14/19 (Tranche C) and
any extensions, amendments, variations or renewals of or substitutions in
respect of the whole or any part of such licence in effect as at the date of
execution of the Navitas Agreements or thereafter
"PL004 Licence" the Falkland Islands offshore production licence dated 28 February 1997 in
relation to blocks 14/15, 14/20, 15/11, 15/12, 15/16 and 15/17 (Tranche D) and
any extensions, amendments, variations or renewals of or substitutions in
respect of the whole or any part of such licence in effect as at the date of
execution of the Navitas Agreements or thereafter
PL032 Licence the Falkland Islands offshore production licence dated 2 June 2005 in relation
to quadrant 14, blocks 5 and 10 and any extensions, amendments, variations or
renewals of or substitutions in respect of the whole or any part of such
licence in effect as at the date of execution of the Navitas Agreements or
thereafter
"PL033 Licence" means the Falkland Islands offshore production licence dated 2 June 2005 in
relation to quadrant 15, blocks 1, 2, 6 and 7 and any extensions, amendments,
variations or renewals of or substitutions in respect of the whole or any part
of such licence in effect as at the date of execution of the Navitas
Agreements or thereafter
"Placees" those placees who have agreed to subscribe for Placing Units pursuant to the
Placing
"Placing" the Placing by the Joint Bookrunners of Placing Units at the Issue Price with
the Placees
"Placing and Open Offer Agreement" the conditional agreement dated 15 June 2022 entered into between the Company
and the Joint Bookrunners in respect of the Capital Raising
"Placing Shares" the New Ordinary Shares to be issued to the Placees pursuant to the Placing
"Placing Units" the Placing Shares and the Placing Warrants, with each Placing Unit comprising
one Placing Share and, for every two Placing Shares subscribed for, one
Warrant
"Placing Warrants" the Warrants to be issued to the Placees pursuant to the Placing
"Post-FID Loan" has the meaning given in the main body of this Announcement
"Pre-FID Loan" has the meaning given in the main body of this Announcement
"Premier Oil" Premier Oil Plc
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Open Offer Record Date are held in
uncertificated form
"Qualifying Non-CREST Shareholders"" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Open Offer Record Date are held in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
on the Open Offer Record Date with the exclusion (subject to exemptions) of
persons with a registered address or located or resident in a Restricted
Jurisdiction and "Qualifying Shareholder" shall mean any one of them
"Regulatory Information Service" has the meaning given in the AIM Rules
"Resolutions" the resolution to be proposed at the 2022 Annual General Meeting to grant the
Directors authority to (i) allot shares or rights to subscribe for or to
convert any security into shares under section 551 of the Act, and (ii)
disapply pre-emption rights under section 570 of the Act, each as set out in
the Notice of Annual General Meeting
"Sea Lion" the Sea Lion oil field
"Second Admission" the admission of the Open Offer Shares to be issued pursuant to the Open Offer
to trading on AIM becoming effective in accordance with the AIM Rules
"Shareholders" the holders of Existing Ordinary Shares and "Shareholder" shall mean any one
of them
"Strike Price" 9 pence per Ordinary Share
"Subscribers" means the directors of the Company and "Subscriber" shall mean any one of them
"Subscription" the proposed subscription for the Subscription Units by the Subscribers at the
Issue Price
"Subscription Letter" the agreements proposed to be entered into between the Company and each
Subscriber relating to the Subscription
"Subscription Shares" New Ordinary Shares proposed to be issued pursuant to the Subscription on the
terms of the Subscription Letters
"Subscription Units" the Subscription Shares and the Subscription Warrants, with each Subscription
Unit comprising one Subscription Share and, for every two Subscription Shares
subscribed for, one Warrant
"Subscription Warrants" Warrants proposed to be issued pursuant to the Subscription on the terms of
the Subscription Letters
"TCF" trillion cubic feet
"UK Prospectus Regulation" the UK version of EU Prospectus Regulation 2017/1129 which forms part of the
law of England and Wales as retained EU law as defined in, and by virtue of,
the European Union (Withdrawal) Act 2018, as amended
"UK Secretary of State" Her Majesty's Secretary of State for Foreign and Commonwealth Affairs
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company 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
"Units" a package of New Ordinary Shares and Warrants to be subscribed for as a single
unit, with each Unit comprising one New Ordinary Share and, for every two New
Ordinary Shares subscribed for, one Warrant
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"US$" or "US Dollars" US dollars, being the lawful currency of the United States
"US Securities Act" the US Securities Act of 1933, as amended
"USE" an Unmatched Stock Event
"Warrants" the warrants to subscribe for new Ordinary Shares granted to subscribers of
New Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share
during the Warrant Exercise Period
"Warrant Exercise Period" the period from the date of issue of the Warrant up to (and including) 5.00 pm
on 31 December 2023
"Warrant Expiry Date" 5.00 p.m. on 31 December 2023
"Warrant Instrument" the warrant instrument constituting the Warrants to be made by the Company
prior to Admission, in accordance with the terms and conditions of the
Warrants set in this announcement
"£" or "pounds sterling" or "sterling" UK pounds sterling, being the lawful currency of the United Kingdom
"€" or "Euro" Euro, being the lawful currency of the European Economic Area
Appendix I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (AS DEFINED
BELOW). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPENDIX (TOGETHER, THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EU
QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A)
TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES
HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND, IN EACH CASE, WHO
ARE ALSO QUALIFIED INVESTORS (WITH PERSONS FALLING IN THIS PART (B) BEING "UK
QUALIFIED INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS REGULATION AS
AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL
AGREEMENT) ACT 2020 (THE "UK PROSPECTUS REGULATION"); OR (C) PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. 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 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, SWITZERLAND,
JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN ROCKHOPPER EXPLORATIONPLC (THE "COMPANY").
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US
SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD TRANSFERRED OR DELIVERED
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES
LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC
OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN
THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE
CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL
ADVICE.
Neither the Company, Canaccord Genuity Limited ("Canaccord") nor Peel Hunt LLP
("Peel Hunt"), nor any of their respective affiliates, agents, directors,
officers, consultants or employees, makes any representation or warranty
(whether express or implied) to persons who are invited to and who choose to
participate in the placing ("Placees") of new Ordinary Shares (as defined
below) in the capital of the Company of nominal value of £0.01 (the "Placing
Shares") and of warrants to subscribe for new Ordinary Shares with an exercise
price of 9 pence per Ordinary Share (the "Warrants") (the "Placing") regarding
an investment in the securities referred to in this Announcement under the
laws applicable to such Placees. For every two Placing Shares acquired, each
Placee will receive one Warrant (with a package of Placing Shares and Warrants
subscribed for being "Units"). Each Placee should consult its own advisers as
to the legal, tax, business, financial and related aspects of an investment in
the Units.
Certain Directors have indicated an intention to subscribe for new Ordinary
Shares (the "Subscription Shares") and Warrants to be issued pursuant to a
subscription (the "Subscription").
The Company is also seeking to raise additional funds through an open offer
(the "Open Offer"), pursuant to which new Ordinary Shares and Warrants will be
offered to existing Shareholders at the Issue Price (as defined below). For
the avoidance of doubt, subscription for Units under the Placing will not
carry any entitlement to subscribe for new Ordinary Shares or Warrants under
the Open Offer.
For the purposes of this Appendix, Canaccord and Peel Hunt are each a "Joint
Bookrunner" and together the "Joint Bookrunners".
By participating in the Placing, Placees will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety, and to
be participating, making an offer and acquiring the Units on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Units that are allocated to it for the purposes of
its business;
2. it is and, at the time the Units are acquired, will be outside the
United States and acquiring the Units in an "offshore transaction" in
accordance with Regulation S under the US Securities Act ("Regulation S");
3. it is acquiring Units for its own account or is acquiring Units for
an account with respect to which it exercises sole investment discretion, and
not with a view to distribution, and has the authority to make and does make
the representations, warranties, indemnities, acknowledgments, undertakings
and agreements contained in this Announcement;
4. if it is a financial intermediary, as that term is used in Article
2(d) of the EU Prospectus Regulation or the UK Prospectus Regulation, as
applicable, any Units 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 circumstances which may give rise to an
offer of securities to the public other than an offer or resale to Qualified
Investors in a member state of the EEA or in the UK, as applicable, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale; and
5. the Company and the Joint Bookrunners will rely upon the truth and
accuracy of and compliance with the foregoing representations, warranties,
undertakings, acknowledgements and agreements. Each Placee hereby agrees with
the Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which the Units will be
issued. A Placee shall, without limitation, become so bound if either Joint
Bookrunner confirms to such Placee its allocation of Units.
The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares and/or Warrants in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by the Joint
Bookrunners or any of its or their respective affiliates or any of its or
their respective agents, directors, officers or employees which would, or is
intended to, permit an offer of the Placing Shares and/or Warrants or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares and/or Warrants in any
country or jurisdiction where any such action for that purpose is required.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the US Securities Act or the applicable
laws of other jurisdictions.
Details of the Placing Agreement
The Company and the Joint Bookrunners have today entered into an agreement
with respect to the Placing (the "Placing Agreement") under which, on the
terms and subject to the conditions set out therein, the Joint Bookrunners
have agreed (severally and not jointly or jointly and severally) to use their
respective reasonable endeavours, as agents of the Company, to procure Placees
for the Units in such number, if any, as may be agreed between the Joint
Bookrunners and the Company and recorded in the executed terms of sale (the
"Terms of Sale"). The Joint Bookrunners shall be under no obligation to
subscribe or pay for any Units for which they were unable to procure
subscribers and/or in respect of which payment is not made by Placees.
Pursuant to the terms of the Placing Agreement, the Placing is subject to
certain conditions (including, inter alia, Admission). The issue of the Units
is to be effected by way of a cash box placing. In accordance with the Placing
Agreement and a subscription and transfer agreement entered into between the
Company, Project Elephant Funding Limited (a Jersey incorporated subsidiary of
the Company) ("JerseyCo") and Canaccord, the Company will allot and issue the
Units on a non pre-emptive basis to Canaccord, as bare nominee for the Placees
(pending transfer of legal title to the Placees through CREST), in
consideration for the transfer to the Company by Canaccord of certain shares
which it holds in JerseyCo. Accordingly, instead of receiving cash as
consideration for the issue of the Units, the Company will, conditional on
Admission and following the conclusion of the Placing, own all of the issued
share capital of JerseyCo, whose only asset will be its cash reserves, which
will represent an amount approximately equal to the net proceeds of the
Placing. By taking up or purchasing Units under the Placing and submitting a
valid payment in respect thereof, a Placee instructs Canaccord and/or Peel
Hunt (as applicable) to hold such payment and in the case of Placees procured
by Peel Hunt, to the transfer by Peel Hunt of the net Placing proceeds to
Canaccord and: (i) to the extent of a successful application under the
Placing, to apply such payment on behalf of Canaccord solely for Canaccord to
subscribe (as principal) for redeemable preference shares in JerseyCo; and
(ii) to the extent of an unsuccessful application under the Placing, Canaccord
and/or Peel Hunt to return the relevant payment without interest to the
applicant. The Joint Bookrunners also have the right to terminate the Placing
Agreement in certain circumstances. Further details of the Placing Agreement
are set out below.
The Placing Shares
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing ordinary shares in the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
ordinary shares of the Company (the "Ordinary Shares") after the date of issue
of the Placing Shares, save that the Placing Shares will not carry an
entitlement to participate in the Open Offer.
Applications for admission to trading
Applications will be made for the Placing Shares and the Subscription Shares
to be admitted to the London Stock Exchange's AIM market ("Admission"). It is
expected that Admission will become effective on or around 8.00 a.m. (London
time) on 20 June 2022 (or on such later date as may be agreed between the
Company and the Joint Bookrunners) and that dealings in the Placing Shares and
Subscription Shares will commence at that time.
Bookbuild
The Joint Bookrunners will commence with immediate effect a bookbuilding
process in relation to the Placing (the "Bookbuild") to establish demand for
participation in the Placing by Placees at an issue price of 7 pence per Unit
(the "Issue Price"). 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 Units.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Warrants
The Warrants will be issued on the basis of one Warrant per two Placing Shares
acquired and will be subject to the terms and conditions of the Warrant
Instrument (as defined below). Each Warrant will entitle the registered holder
the right to subscribe for new Ordinary Shares at an exercise price of 9 pence
per Ordinary Share. The Warrants shall be exercisable from the date of issue
of the Warrants up to (and including) 5.00 pm on 31 December 2023. No
application will be made for the Warrants to be admitted to trading on AIM.
The Warrants will be, subject to certain conditions, freely transferrable by
the holder.
The Warrants shall be constituted by a warrant instrument to be executed by
the Company prior to Admission (the "Warrant Instrument"). The Warrant
Instrument will contain (i) customary provisions adjusting the subscription
price and/or number of Warrants for distributions of capital, share splits and
share consolidations and (ii) an undertaking from the Company to make an
application to the London Stock Exchange for any Ordinary Shares allotted on
the exercise of the Warrants to be admitted to trading on AIM.
Participation in, and principal terms of, the Placing
1. Canaccord and Peel Hunt are acting severally, and not
jointly, or jointly and severally, as joint bookrunners and agents of the
Company in connection with the Placing.
2. Participation in the Placing will only be available to
Relevant Persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their affiliates
may, acting as investors for their own account acquire Units in the Placing.
3. The Placing shall be conducted by way of a bookbuild to
establish the number of Units to be allocated to Placees, which will comprise
their allocation of Placing Shares and Warrants.
4. The Bookbuild will commence on the release of this
Announcement and will close at a time to be determined by the Joint
Bookrunners in their absolute discretion (after consultation with the
Company), expected to be no later than 7.00 a.m. (London time) on 16 June
2022. The Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
5. The number of Units to be issued will be agreed between the
Joint Bookrunners and the Company following completion of the Bookbuild. The
number of Units to be issued will be announced by the Company via a Regulatory
Information Service ("RIS") following the completion of the Bookbuild (the
"Placing Results").
6. To bid in the Bookbuild, Placees should communicate their
bid by telephone and/or in writing to their usual sales contact at Canaccord
or Peel Hunt. Each bid should state the number of Units which the prospective
Placee wishes to subscribe for at the Issue Price. Bids may also be scaled
down by the Joint Bookrunners on the basis referred to in paragraph 10 below.
7. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and, except with the consent of the
Joint Bookrunners, will not be capable of variation or revocation after the
time at which it is submitted.
8. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally or in
writing by one of the Joint Bookrunners (each as agent for the Company)
following the close of the Bookbuild and a trade confirmation or contract note
will be despatched thereafter. This oral or written confirmation from a Joint
Bookrunner to a Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a Placee) in favour
of Canaccord, Peel Hunt and the Company to subscribe for the number of Units
allocated to it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of association. The
terms and conditions of this Announcement will be deemed to be incorporated in
that trade confirmation, contract note or such other (oral or written)
confirmation and will be legally binding on the Placee on behalf of which it
is made. All obligations under the Bookbuild and Placing will be subject to
fulfilment 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 "Termination of the Placing Agreement".
9. Each Placee will have an immediate, separate, irrevocable
and binding obligation owed to the Joint Bookrunners, as agents for the
Company, to pay in cleared funds at the relevant time in accordance with the
requirements set out below under "Registration and Settlement", an amount
equal to the product of the Issue Price and the number of Units such Placee
has agreed to acquire and the Company has agreed to allot.
10. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined by the Company
(having consulted with the Joint Bookrunners) and may scale down any bids for
this purpose on such basis as the Company may in its absolute discretion
determine. The Joint Bookrunners may also, notwithstanding paragraphs 6 and 9
above, (i) allocate Units after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate Units after the
Bookbuild has closed to any person submitting a bid after that time. The
Company reserves the right (with the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the Placing, in
agreement with the Joint Bookrunners. As noted above, the Company will release
an announcement following the close of the Bookbuild, detailing the aggregate
number of Units to be issued.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Units to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
12. Completion of the Placing will be subject to the fulfilment
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
"Termination of the Placing Agreement". In the event that the Placing
Agreement does not become unconditional in any respect or is terminated, the
Placing will not proceed.
13. By participating in the Placing, each Placee will agree 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, and is not subject to any further conditions or
requirements other than those set out in this Announcement or the Placing
Agreement.
14. To the fullest extent permissible by law, neither Canaccord
nor Peel Hunt nor any of their respective affiliates, agents, directors,
officers, consultants or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise) in
connection with the Placing or the Bookbuild. In particular, none of the Joint
Bookrunners nor any of their respective affiliates, agents, directors,
officers, consultants or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
relevant Joint Bookrunner's conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Bookrunners and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon, among other things, the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing Agreement are
conditional on, among other things:
(a) the Joint Bookrunners and the Company entering into the
Terms of Sale;
(b) there having been no breach, in the opinion of either Joint
Bookrunner acting in good faith, by the Company or JerseyCo of any of their
obligations under the initial subscription and option agreement or the
subscription and transfer agreement before Admission;
(c) the Warrants having been duly constituted by the Company
pursuant to the Warrant Instrument and all conditions relating to the issue of
the Warrants having been satisfied, save for any condition relating to
Admission;
(d) in the opinion of either Joint Bookrunner, acting in good
faith, there having been no material adverse effect or change in, or any
development or matter reasonably likely to give rise to or involve a material
adverse effect or change, in or affecting, the condition (financial,
operational, legal or otherwise), earnings, business affairs, assets, results
of operations or prospects of any member of the Group, whether or not arising
in the ordinary course of business and whether or not foreseeable at the date
of this Agreement;
(e) in the opinion of either Joint Bookrunner, acting in good
faith, the warranties, undertakings and covenants on the part of the Company
contained or referred to in the Placing Agreement being true, accurate and not
misleading as at the date of the Placing Agreement, the date of the Terms of
Sale, the date of the circular to be published by the Company in connection
with the Open Offer and the date of Admission, as though they had been given
and made on the relevant date by reference to the facts and circumstances then
subsisting; and
(f) Admission in respect of the Placing Shares and
Subscription Shares taking place by not later than 8.00 a.m. (London time) on
20 June 2022 (or such later time and/or date as the Joint Bookrunners may
agree with the Company).
The Joint Bookrunners may, in their absolute discretion and on such terms as
each Joint Bookrunner thinks appropriate, waive fulfilment, in whole or in
part, of any or all of the conditions in the Placing Agreement by giving
notice in writing to the Company. The Company and the Joint Bookrunners may
agree in writing to extend the time by which any of the Conditions may be
fulfilled. Any such waiver by the Joint Bookrunners will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by the Joint Bookrunners by the time or date specified (or
such later time and/or date as the Company and the Joint Bookrunners may
agree); or (ii) any of such conditions become incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances specified below
under "Termination of the Placing Agreement", the Placing will not proceed and
the Placees' rights and obligations hereunder in relation to the Units shall
cease and terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Company, Canaccord, Peel Hunt, nor any of their respective
affiliates, agents, directors, officers, consultants or employees, shall have
any liability, whether in contract, tort or otherwise, 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 the 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 Bookbuild and
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners and the Company. Placees will have no
rights against Canaccord, Peel Hunt, the Company or any of their respective
members, directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Lock-up
As part of the Placing, the Company has undertaken, subject to certain
customary agreed exceptions, that it will not, among other things, directly or
indirectly, offer, issue, allot, lend, mortgage, assign, charge, pledge, sell
or contract to sell or issue, issue options in respect or otherwise dispose
of, directly or indirectly, or announce an offering or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as the
foregoing in respect of any Ordinary Shares in the period from the date of
this Announcement until 120 days after Admission without the prior written
consent of the Joint Bookrunners.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the undertaking by the
Company in respect of a transaction which would otherwise be subject to the
lock-up under the Placing Agreement shall be within the absolute discretion of
the Joint Bookrunners and that they need not make any reference to, or consult
with, Placees and that the Joint Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise of their power to
grant such consent.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to Admission, to
terminate the Placing Agreement in accordance with its terms by giving notice
in writing to the Company in certain circumstances, including in the event of,
inter alia: (i) any of the warranties of the Company contained in the Placing
Agreement in the opinion of either Joint Bookrunner, acting in good faith, not
being or ceasing to be true, accurate or not misleading; (ii) in the opinion
of either Joint Bookrunner, acting in good faith, any statement contained in
certain documents issued, or entered into, by the Company in connection with
the Placing being or becoming untrue or inaccurate in any material respect or
is or becomes misleading (or any matter having arisen which would constitute
an omission from such documents), in each case which either Joint Bookrunner
considers to be material in the context of the Capital Raising, the Placing,
the Units, Admission or any other transaction contemplated by the Placing
Agreement; (iii) in the opinion of either Joint Bookrunner, acting in good
faith, there having been a breach by the Company and/or JerseyCo with any of
their obligations under the initial subscription and option agreement or the
subscription and transfer agreement; (iv) the application for Admission being
withdrawn and/or refused by the London Stock Exchange; (v) the occurrence, in
the opinion of either Joint Bookrunner acting in good faith, of a material
adverse effect or change in, or any development or matter reasonably likely to
give rise to or involve a material adverse effect or change, in or affecting
the condition (financial, operational, legal or otherwise) earnings, business
affairs, assets, results of operations or prospects of any member of the
Group, whether or not arising in the course of business and whether or not
foreseeable at the date of the Placing Agreement; (vi) the occurrence of
certain force majeure events which make it, in the judgement of either Joint
Bookrunner, acting in good faith, impracticable or inadvisable to market the
Ordinary Shares or to enforce contracts for the Subscription and/or sale of
the Ordinary Shares; or (vii) the cancellation or suspension by the London
Stock Exchange of trading in the Company's securities.
Upon such termination, the Company and the Joint Bookrunners 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 and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise or
non-exercise by either Joint Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of each of the Joint Bookrunners and that neither of the Joint Bookrunners
need make any reference to the Placees prior to such exercise and that neither
of the Joint Bookrunners nor their respective affiliates or their or their
respective affiliates' agents, members, directors, officers or employees,
respectively, shall have any liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be
approved by the UK Financial Conduct Authority (the "FCA") or any other
regulator in relation to the Bookbuild or the Placing and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement (including this Appendix) which has been released by the Company
today and any information publicly announced to a RIS by or on behalf of the
Company prior to or on the date of this Announcement and subject to the
further terms set forth in the contract note or trade confirmation to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Bookbuild and the Placing,
agrees that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, or the Joint Bookrunners other
than publicly available information and neither of the Joint Bookrunners or
the Company nor any person acting on their behalf nor any of their respective
affiliates has or shall have any liability for any Placee's decision to
participate in the Bookbuild and the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. 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. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent misrepresentation
by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares and Subscription Shares will take place within the systems
administered by Euroclear UK & International Limited ("CREST"). Settlement
of the Placing Shares will be on a delivery versus payment basis. The Warrants
will also be capable of being settled in CREST and it is currently intended
that settlement of Warrants via CREST will be on the same timetable as
settlement of the Placing Shares and Subscription Shares. Each Placee should
provide its settlement details in order to enable instructions to be
successfully matched in CREST and the Warrants settled on a free of payment
basis. Subject to certain exceptions, the Joint Bookrunners and the Company
reserve the right to require settlement and delivery of the Units (or a
portion thereof) to Placees by such other means that it deems necessary or in
certificated form if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the regulatory
requirements in the relevant Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Units in the
Placing will be sent a contract note or trade confirmation stating the number
of Units to be allocated to it at the Issue Price, the aggregate amount owed
by such Placee to Canaccord or Peel Hunt as appropriate and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions, as appropriate, that
it has in place with the relevant Joint Bookrunner.
The Company will deliver the Units taken up by Placees to CREST account(s)
operated by the Joint Bookrunners. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Units to that Placee against payment.
It is expected that settlement through CREST will be from 8:00 a.m. (London
time) on 20 June 2022 on a delivery versus payment basis in accordance with
the instructions set out in the trade confirmation unless otherwise notified
by Canaccord or Peel Hunt. Interest is chargeable daily on payments not
received from Placees on the due date in accordance with the arrangements set
out above, in respect of either CREST or certificated deliveries.
The Warrants will not be listed or admitted to trading on AIM or any other
stock exchange.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Canaccord or Peel Hunt may sell any or all of the Units allocated
to that Placee on such Placee's behalf and retain from the proceeds, for its
own account and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for and shall indemnify the relevant Joint
Bookrunner on demand for any shortfall below the aggregate amount owed by it
for the Units and for any stamp duty or stamp duty reserve tax and any other
similar or equivalent duties or taxes (together with any interest or
penalties) which may arise upon the sale of such Units on such Placee's
behalf. Each Placee confers on the Joint Bookrunners all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which either of the Joint Bookrunners lawfully undertakes in
pursuance of such sale. Legal and/or beneficial title in and to any Units
shall not pass to the relevant Placee until it has fully complied with its
obligations hereunder.
If any of the Units are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as any of
the Units are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Units should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty reserve tax.
Placees shall not be entitled to receive any fee or commission in connection
with the Bookbuild or the Placing. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (together with interest and
penalties) is payable in respect of the issue of the Units, none of the Joint
Bookrunners or the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges,
confirms and agrees with the Company and each of the Joint Bookrunners, in
each case as a fundamental term of its participation, that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and not on the basis of any
other information given, or any representation or statement made at any time,
by any person concerning the Company, the Units or the Placing. It agrees that
neither the Company nor the Joint Bookrunners, or any of their respective
officers, agents, employees or affiliates will have any liability for any
other information or representation. It irrevocably and unconditionally waives
any rights it may have in respect of any other information or representation;
2. it has carefully read and understands this Announcement,
including this Appendix, in its entirety and acknowledges that its acquisition
of Units is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained in this Announcement and not in reliance on any
information, representation, warranties or statements other than those
contained in the Announcement. It further agrees that these terms and
conditions represent the whole and only agreement between each Placee, the
Company and the Joint Bookrunners in relation to each Placee's participation
in the Placing and supersede any previous agreement between any of such
parties in relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of these terms
and conditions. It agrees that neither of the Company or the Joint
Bookrunners, nor any of their respective officers or directors, will have any
liability for any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any such other
information or representation;
3. it has not relied on any information, representations,
warranties or statements other than those contained in this Announcement, and
undertakes not to redistribute or duplicate this Announcement;
4. it has not relied on either of the Joint Bookrunners or any
person affiliated with either of them in connection with any investigation of
the accuracy of any information contained in this Announcement;
5. it acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Bookbuild, Placing or the
Units to be issued pursuant to the Placing and it has not received and will
not receive a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Units to be issued pursuant to the Placing;
6. it acknowledges that none of the Joint Bookrunners, the
Company nor any of their respective affiliates, agents, directors, officers,
consultants or employees nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the Units or the Company or any other person other than this
Announcement, including this Appendix, nor has it requested either of the
Joint Bookrunners, the Company, nor any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such material or
information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, it is not, and at the time the Units are acquired, neither it nor
the beneficial owner of the Units will be a resident of the United States,
Canada, Australia, South Africa, Japan, New Zealand, or a citizen, resident or
national of any other state or jurisdiction in which it is unlawful to make or
accept an offer to acquire the Units (each a "Restricted Territory") and
further acknowledges that neither the Units, nor the Placing Shares nor
Warrants have been nor will be registered under the securities legislation of
the United States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions;
8. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other offering
materials concerning the Placing or the Units to any persons within a
Restricted Territory or any other jurisdiction in which it would be unlawful
to do so, nor will it do any of the foregoing;
9. it is not acting on a non-discretionary basis for the
account or benefit of any person located within the United States or any other
Restricted Territory at the time the undertaking to subscribe for the Units
was given and it is not acquiring the Units, the Placing Shares or Warrants
with a view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Units, the Placing Shares or Warrants into the
United States or any other Restricted Territory;
10. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and its Directors and that
neither of the Joint Bookrunners nor any of their respective affiliates,
agents, directors, officers, consultants or employees nor any person acting on
their behalf are responsible for or shall have any liability, in contract,
tort or otherwise for any information, representation or statement contained
in this Announcement, any misstatements in or omission from any publicly
available information relating to the Company, or any information previously
or subsequently published by or on behalf of the Company, including, without
limitation, any information required to be published by the Company pursuant
to applicable laws (the "Exchange Information") and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or any information
published prior to or on the date of this Announcement by or on behalf of the
Company or otherwise. It further represents, warrants and agrees that the only
information on which it is entitled to rely and on which it has relied in
committing itself to subscribe for the Units is contained in this Announcement
and any information previously published by the Company by notification to a
RIS, such information being all that it deems necessary to make an investment
decision in respect of the Units and that it has neither received nor relied
on any other information given or representations, warranties or statements
made by the Joint Bookrunners or the Company and neither the Joint Bookrunners
nor the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. It further acknowledges and agrees that
it has conducted and relied on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing and has received and reviewed all information that it believes is
necessary or appropriate in connection with its purchase of the Units and has
made its own assessment and has satisfied itself concerning the relevant tax,
legal, regulatory, currency and other economic considerations relevant to its
investment in the Units. Neither the Joint Bookrunners, the Company nor any of
their respective affiliates has made any representations to it, express or
implied, with respect to the Company, the Placing, the Units or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
11. it acknowledges that the issue to it, or the person
specified by it for registration as holder, of the Units will not give rise to
a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Units are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Units into a clearance service;
12. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account for tax
under the Stamp Duty Reserve Tax Regulations 1986 or equivalent legislation or
regulation;
13. it has complied with its obligations under the Criminal
Justice Act 1993 (the "CJA"), the Market Abuse Regulation (EU) No.596/2014
("EU MAR"), EU MAR as amended and transposed into the laws of the United
Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European
Union (Withdrawal Agreement) Act 2020 ("UK MAR"), and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any applicable related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect of the prevent of money laundering and the Money Laundering
Sourcebook of the FCA (the "Regulations") and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations, and
its application is only made on the basis that it accepts full responsibility
for any requirement to verify the identity of its clients and other persons in
respect of whom it has applied and recorded by it to verify the identity of
the third party as required by the applicable law;
14. it acknowledges that due to anti-money laundering
requirements and the countering of terrorist financing, the Joint Bookrunners
and the Company may require proof of identity and verification of the source
of the payment before the application can be processed and that, in the event
of delay or failure by the applicant to produce any information required for
verification purposes, the Joint Bookrunners and the Company may refuse to
accept the application and the subscription monies relating thereto. It holds
harmless and will indemnify the Joint Bookrunners and the Company against any
liability, loss or cost ensuing due to the failure to process such
application, if such information as has been requested has not been provided
by it in a timely manner;
15. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person; (ii) it exercises sole investment
discretion as to each such person's account; and (iii) it is and will remain
liable to the Joint Bookrunners and the Company 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);
16. it is acting as principal only in respect of the Placing,
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person; (ii) it exercises sole investment
discretion as to each such person's account; (iii) it is and will remain
liable to the Joint Bookrunners and the Company 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);
17. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Units that are allocated to it for the purposes
of its business;
18. it understands that 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, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
19. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners and the Company in writing, it
is an EU Qualified Investor and, to the extent applicable, any funds on behalf
of which it is acquiring the Units that are located in a member state of the
EEA are each such an EU Qualified Investor;
20. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or UK Prospectus Regulation, as
applicable, any Units subscribed for by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale to Qualified Investors in a member state of the EEA or in the
UK, as applicable, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the proposed offer or resale;
21. it acknowledges that any offer of Units may only be directed
at persons in member states of the EEA and the United Kingdom who are
Qualified Investors and it represents, warrants and undertakes that it has not
offered or sold and will not offer or sell any Units to any persons in a
member state of the EEA or the United Kingdom prior to Admission except to
Qualified Investors or otherwise in circumstances which will not result in an
offer to the public in any member state of the EEA or the United Kingdom
within the meaning of the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable;
22. neither this Announcement nor any other offering, marketing
or other material in connection with the Placing constitutes an invitation,
offer or promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for Units pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of conduct could
lawfully be made to it or such person and such documents or materials could
lawfully be provided to it or such person and the Units could lawfully be
distributed to and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or legal
requirements;
23. it has not offered or sold and, prior to the expiry of a period
of six months from Admission, will not offer or sell any Units to persons in
the United Kingdom, except to persons whose ordinary activities involve them
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 in, and which will not result in, an offer to the public in
the United Kingdom within the meaning of section 85(1) of the Financial
Services and Markets Act 2000 ("FSMA");
24. it has not offered or sold and will not offer or sell any
Units to persons in the EEA prior to Admission except to persons whose
ordinary activities involve them 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 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 and will not result in a requirement
for the publication of a prospectus pursuant to Article 3 of the EU Prospectus
Regulation;
25. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Units in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
26. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing in, from or otherwise involving, the United Kingdom;
27. if it is a natural person, it is not under the age of
majority (18 years of age in the United Kingdom) on the date of its agreement
to subscribe for the Units under the Placing and will not be any such person
on the date any such Placing (as applicable) is accepted;
28. if it is within the United Kingdom, it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order, (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the Order, and in either
case of (i) or (ii) who also constitutes a UK Qualified Investor, or (iii) to
whom this Announcement may otherwise lawfully be communicated or, if it is
receiving the offer in circumstances under which the laws or regulations of a
jurisdiction other than the United Kingdom would apply, that it is a person to
whom the Units may be lawfully offered under that other jurisdiction's laws
and regulations and is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the meaning of
chapter 3 of the FCA's Conduct of Business Sourcebook;
29. it and any person acting on its behalf has capacity and
authority and is otherwise entitled to acquire the Units under the laws of all
relevant jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required thereunder and
complied with all necessary formalities and paid any issue, transfer or other
taxes due in connection with its application in any territory for, and
acceptance in any jurisdiction of, the Units and that it has not taken any
action or omitted to take any action which will or may result in the Company,
the Joint Bookrunners or the Company's registrar (the "Registrar") or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements, directly or indirectly, of any
territory or jurisdiction in connection with the Placing and that the
subscription for and purchase of the Units by it or any person acting on its
behalf will be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or otherwise;
30. it and any person acting on its behalf is entitled to
acquire the Units under the laws of all relevant jurisdictions and has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
31. it and any person acting on its behalf will make payment for
the Units allocated to it in accordance with this Announcement on the due time
and date set out herein;
32. it accepts that the allocation of Units shall be determined
by the Company (in consultation with the Joint Bookrunners) and that
allocation (if any) of Units will represent a maximum number of Units which it
will be entitled, and required, to subscribe for, and that the Joint
Bookrunners may call upon it to subscribe for a lower number of Units, but in
no event in aggregate more than the aforementioned maximum;
33. that the person whom it specifies for registration as holder
of the Units will be (i) itself; (ii) its nominee, as the case may be; or
(iii) a person for whom it is contracting as agent or nominee. None of the
Joint Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Joint
Bookrunners and the Company in respect of the same (together with any and all
costs, losses, claims, liabilities, penalties, interest, fines and expenses
(including legal fees and expenses)) on an after-tax basis on the basis that
the Units will be allotted to the CREST stock account of Canaccord or Peel
Hunt, as appropriate, who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement instructions;
34. it acknowledges that neither of the Joint Bookrunners, nor
any of their respective affiliates, nor any person acting on its or their
behalf, is making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing or providing advice in relation to the Placing and that participation
in the Placing is on the basis that it is not and will not be a client of
either Joint Bookrunner and neither of the Joint Bookrunners has any duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
35. in making any decision to subscribe for the Units, it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of subscribing for or
purchasing the Units. It further confirms that it 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 participating in,
and is able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view expressed or
information provided by or on behalf of the Joint Bookrunners. It further
confirms that it has had sufficient time to consider and conduct its own
investigation with respect to the offer and purchase of the Units, including
the legal, regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will not look to
the Company, either of the Joint Bookrunners, any of their respective
affiliates or any person acting on their behalf for all or part of any such
loss or losses it or they may suffer;
36. it acknowledges that it may not rely on any investigation
that either of the Joint Bookrunners or any person acting on its behalf may or
may not have conducted with respect to the Company and its affiliates or the
Placing and the Joint Bookrunners have not made any representation or warranty
to it, express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Units, or as to the condition, financial
or otherwise, of the Company and its affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as a recommendation to
it to subscribe for the Units. It acknowledges, understands and agrees that no
information has been prepared or verified by, or is the responsibility of, the
Joint Bookrunners for the purposes of this Placing;
37. it acknowledges that, in connection with the Placing, the
Joint Bookrunners and any of their respective affiliates acting as an investor
for its own account may take up Units in the Company and in that capacity may
retain, purchase or sell for its own account such Units in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing.
The Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
38. it acknowledges that the Joint Bookrunners, the Company and
their respective affiliates and others will rely upon the truth and accuracy
of the representations, warranties and acknowledgements set forth herein and
which are given to the Joint Bookrunners on their own behalf and to the
Company on its own behalf and are irrevocable and it agrees that if any of the
representations or warranties made or deemed to have been made by its
subscription of the Units are no longer accurate, it shall promptly notify the
Joint Bookrunners and the Company. It irrevocably authorises the Joint
Bookrunners and the Company to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein;
39. the exercise or non-exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and the Joint
Bookrunners need not make any reference to Placees and it accepts that if the
Placing does not proceed or the relevant conditions to the Placing Agreement
are not satisfied for any reason whatsoever, then neither the Company nor the
Joint Bookrunners, nor any persons controlling, controlled by or under common
control with any of them nor any of their respective employees, agents,
officers, members, stockholders, partners or representatives, shall have any
liability to whatsoever to it or any other person;
40. it will indemnify on an after-tax basis and hold the Joint
Bookrunners, the Company and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
41. its commitment to subscribe for Units on the terms set out
in this Appendix and in the contract note or trade confirmation 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 Placing;
42. it acknowledges that where it is subscribing for the Units
as a fiduciary or agent for one or more discretionary, advisory or investor
accounts, that it is authorised in writing for each such account: (i) to
subscribe for the Units; (ii) to make, and does make, the foregoing
representations, warranties, acknowledgements, agreements and undertakings on
such account's behalf; and (iii) to receive on behalf of each such account any
documentation relating to the Placing (as applicable) in the form provided by
the Company and/or the Joint Bookrunners. It agrees that the provisions of
this paragraph shall survive any resale of the Units by or on behalf of any
such account;
43. it acknowledges and agrees that information provided by it
to the Company or the Registrar may be stored on the Registrar's computer
system and in hard copy. It acknowledges and agrees that for the purposes of
applicable data protection legislation and regulations ("Data Protection
Law"), the Registrar is required to specify the purposes for which it may hold
personal data. The Registrar will only use such information for the purposes
set out below (collectively, the "Purposes"), being to:
a) process a Placee's personal data (including sensitive
personal data) as required by or in connection with its holding of Units,
including processing personal data in connection with credit and money
laundering checks on it;
b) communicate with a relevant Placee as necessary in
connection with its affairs and generally in connection with its holding of
Units;
c) provide personal data to such third parties as the
Registrar may consider necessary in connection with its affairs and generally
in connection with a relevant Placee's holding of Units or as the Data
Protection Law may require, including to third parties outside the United
Kingdom or the EEA; and
d) without limitation, provide such personal data to the
Company, the Joint Bookrunners and their respective associates for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA;
44. in providing the Company and the Registrar with information,
it hereby represents and warrants to the Company and the Registrar that it has
obtained the consent of any data subjects to the Company and the Registrar and
its associates holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 43(a) above);
45. time is of the essence as regards its obligations under this
Appendix, including to settle payment for the Units;
46. it acknowledges that any document that is to be sent to it
in connection with the Placing will be sent at its own risk and may be sent to
it at any address provided by it to the Joint Bookrunners; and
47. it, and any account for which it is acting, is located
outside the United States and acquiring the Units in an "offshore
transaction", as defined in Regulation S, conducted in accordance with
Regulation S and that the Units were not offered to it by means of "directed
selling efforts", as defined in Regulation S.
The foregoing representations, warranties and confirmations are given for the
benefit of the Company and the Joint Bookrunners and are irrevocable. Each
Placee and any person acting on behalf of the Placee acknowledges that neither
the Company nor either of the Joint Bookrunners owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrar 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 of one will not prevent the exercise of others.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that a Joint Bookrunner or any of its affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of the Units.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that it has neither received nor relied on any 'inside information'
(for the purposes of EU MAR, UK MAR and section 56 of the CJA) concerning the
Company in accepting this invitation to participate in the Placing.
All 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 by the Joint Bookrunners (in their absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Joint Bookrunners or their respective affiliates, agents,
directors, officers and employees pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
The price of an Ordinary Share and any income expected from them may go down
as well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser.
In the case of a joint agreement to subscribe for Units under the Placing,
references to a Placee in these terms and conditions are to each of the
Placees who are a party to that joint agreement and their liability is joint
and several.
Each Placee agrees that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any non-contractual
obligations arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England and Wales.
For the exclusive benefit of the Joint Bookrunners, the Company and the
Registrar, each Placee irrevocably 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 and waives any objection to proceedings in any such court on the
ground of venue or on the ground that proceedings have been brought in an
inconvenient forum. Enforcement proceedings in respect of the obligation to
make payment for the Units (together with any interest chargeable thereon) may
be taken by the Joint Bookrunners or the Company 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 Joint Bookrunners and the Company expressly reserve the right to modify
the Placing (including, without limitation, its timetable and settlement) at
any time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and the
Placing Agreement not having been terminated.
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