REG - Savannah Resources - Proposed Fundraise
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RNS Number : 6310O Savannah Resources PLC 26 June 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Savannah Resources plc or other
evaluation of any securities of Savannah Resources plc or any other entity and
should not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.
This Announcement contains inside information for the purposes of Article 14
of the UK version of the market abuse regulation (EU No.596/2014) as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020
("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in
respect of certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside information, as
permitted by UK MAR. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain and such persons
shall therefore cease to be in possession of inside information.
26 June 2025
Savannah Resources Plc
(AIM: SAV, FWB: SAV and SWB: SAV) ("Savannah" or the "Company")
Proposed Fundraise
Savannah Resources plc, the European lithium development company is pleased to
announce that it has engaged SP Angel Corporate Finance LLP ("SP Angel") as
Global co-ordinator and joint bookrunner alongside Canaccord Genuity Limited
("Canaccord"), Caixa-Banco de Investimento, S.A ("CaixaBI") and Alantra
Equities, SV, S.A ("Alantra") as joint bookrunners (the "Joint Bookrunners")
to undertake a proposed fundraise in excess of £4.0 million (~US$5.5 million)
(before expenses) at a price of 3.5p per new ordinary share of 1 pence each in
the Company ("Ordinary Share") by way of conditional direct subscriptions with
the Company by its four largest shareholders, members of the Savannah Board
and management team, and new and existing institutional and other investors
(the "Subscription"), a placing to existing and new institutional investors
(the "Placing"), and a retail offer through RetailBook Limited ("RetailBook")
from 5.00 p.m. today (the "Retail Offer"), together with the Subscription and
Placing the "Fundraise".
Highlights of the Fundraise:
· A proposed total Fundraise in excess of £4.0 million (~US$5.5
million) (before expenses) comprising:
o the Subscription to raise a minimum of approximately £2.0 million (before
expenses) through the issue of approximately 57.2 million new Ordinary Shares
(the "Subscription Shares") at a price of 3.5 pence per new Ordinary Share
(the "Issue Price"). Subscriptions from four of Savannah's largest
shareholders, AMG Lithium B.V. (a wholly owned subsidiary of Euronext
Amsterdam-listed AMG Critical Materials N.V), Al Marjan Ltd, Grupo Lusiaves
SGPS, S.A and Mr. Mário Nuno Dos Santos Ferreira total approximately £1.82
million (US$2.50 million). Additional Subscriptions from members of the Board
and management team total approximately £0.13 million (US$0.17 million).
o the Placing to raise approximately £2.1 million (before expenses) through
the issue of approximately 62.3 million new Ordinary Shares (the "Placing
Shares") at the Issue Price; and
o the Retail Offer to raise additional funds through the issue of new
Ordinary Shares (the "Retail Offer Shares") at the Issue Price. Further
announcements will be made shortly in connection with the Retail Offer.
· The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild"). The Bookbuild will open immediately following release of this
Announcement. A further announcement confirming closing of the Bookbuild and
the number of Placing Shares to be issued pursuant to the Placing is expected
to be made in due course.
· The Issue Price represents a discount of approximately 5.4 per cent.
to the closing middle market price of 3.70 pence per Ordinary Share on 25 June
2025 being the latest practicable date prior to the date and time of this
Announcement.
· The issuance of the Placing Shares, the Subscription Shares and the
Retail Offer Shares will be made from the authorities granted to Directors to
issue ordinary shares at the Annual General Meeting of the Company held on 10
June 2025.
· Neither the Placing, the Subscription or the Retail Offer are
underwritten by any of the Joint Bookrunners. The Joint Bookrunners will
procure investors interested in the subscription of the Placing Shares on a
best efforts basis.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement (which forms part of this Announcement).
Rationale for the Fundraise
The Barroso Lithium Project, (the "Project") Europe's largest spodumene
lithium deposit which was recently classified by the European Commission as a
Strategic Project, can make a very significant contribution to Europe's
battery value chain as a domestic source of battery grade lithium raw material
supply.
This Fundraise is being undertaken to support Savannah's ongoing development
of the Project, including the completion of the Definitive Feasibility Study
('DFS'), preparation for post-DFS workstreams which will feed into the
Project's Final Investment Decision next year, and to provide additional
financial headroom to further enable the Project's success and mitigate
against any delays versus the planned work schedule.
Savannah will continue to evaluate the potential acquisition of the adjacent
Aldeia Mining Lease ("Aldeia") with a view to undertaking the acquisition
towards the end of the year. Hence, the Company has time to prepare and
evaluate the financing options available to execute the Aldeia acquisition.
Use of proceeds
Alongside Savannah's cash of circa US$14.9 million as at 30 April 2025, the
net proceeds of the Fundraise will be allocated towards the following:
· DFS and environmental licencing work;
· Continuing to secure land use rights for the Project;
· Continuing to enhance the team in preparation for development;
· Initial Project Finance advisory fees and modelling; and
· Additional working capital.
Additional Information on the Placing
The final number of Placing Shares to be issued pursuant to the Placing will
be determined by the Company and the Joint Bookrunners following closure of
the Bookbuild. The Placing Shares, when issued, will be fully paid and will
rank "pari passu" in all respects with the existing ordinary shares in the
capital of the Company.
The Placing has been arranged by SP Angel, Canaccord, CaixaBI and Alantra as
Joint Bookrunners in accordance with the terms and conditions set out in the
Appendix to this Announcement. The Bookbuild will determine final demand for
and participation in the Placing. The Bookbuild is expected to close not later
than 7 a.m. (London time) on 27 June 2025, but may be closed at such earlier
or later time as the Joint Bookrunners, in their absolute discretion
(following consultation with the Company), determine.
Details of the result of the Placing and Subscription will be announced as
soon as practicable after closure of the Bookbuild. Attention is drawn to the
detailed terms and conditions of the Placing described in the Appendix (which
forms part of this Announcement). By choosing to participate in the Placing
and by making an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions in it, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Additional information on the Subscription
The Company has entered into subscription agreements with various
institutional and individual investors, pursuant to which the Company has
agreed to issue the Subscription Shares to such individual investors, at the
Issue Price, raising minimum gross proceeds for the Company of approximately
£2.0 million (the "Subscription Letters"). The Subscription Shares will be
subscribed for on the basis agreed pursuant to the Subscription Letters,
rather than pursuant to the terms and conditions of the Placing contained in
the Appendix to this Announcement.
The Subscription Shares, when issued, will be fully paid and will rank "pari
passu" in all respects with each other and with the existing Ordinary Shares,
including, without limitation, as regards the right to receive all dividends
and other distributions declared, made or paid after the date of issue.
The Subscription is conditional upon the Admission of the Subscription Shares
(see below). The Subscription is also conditional upon the Placing Agreement
becoming unconditional in all respects and not being terminated in accordance
with its terms.
The Retail Offer
The Directors value the Company's retail investor base and believe that it is
appropriate to provide private and other investors with an opportunity to
participate in the Fundraising alongside institutional investors. The Company
therefore intends to open this opportunity to individual investors through
RetailBook and further announcements will be made shortly in connection with
the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of
the Placing and is the sole responsibility of the Company. SP Angel,
Canaccord, CaixaBI and Alantra have no responsibilities, obligations, duties
or liabilities (whether arising pursuant to any contract, law, regulation, or
tort) in relation to the same.
Issue of Equity and Admission
An application will be made to the London Stock Exchange for admission of the
Placing Shares and Subscription Shares to trading on AIM ("Admission"). A
separate application for the admission to trading of the Retail Offer Shares
will be made on conclusion of the Retail Offer.
It is expected that Admission will take place at 8.00 a.m. (UK time) on or
around 2 July 2025 and that dealings in the Placing Shares and the
Subscription Shares on AIM will commence at the same time.
Information regarding the Admission of the Retail Offer Shares will be
provided in due course.
Director and Significant Shareholder Participation
Rick Anton (Chair of Board), Dale Ferguson (Board Director), Henrique Freire
(Non-Board CFO) and Michael McGarty (Non-Board CCO) and significant
shareholders including, AMG Lithium B.V., Al Marjan Limited, Grupo Lusiaves
SGPS, S.A. and Mário Nuno dos Santos Ferreira intend to subscribe for a
minimum of approximately 55.5 million Subscription Shares at the Issue Price
for an aggregate amount of approximately £1.95 million. Further details will
be announced when the Bookbuild has closed.
The TIDM for the Company's Ordinary Shares is SAV. The Company's LEI is
213800UCK16HW5KKGP60.
Attention is drawn to the section headed 'Important Information' in this
Announcement and the terms and conditions of the Placing (representing
important information for Placees only) in the Appendix to this Announcement.
Any private investor may request further information about the Fundraise by
emailing info@savannahresources.com (mailto:info@savannahresources.com) .
Savannah - Enabling Europe's energy transition.
**ENDS**
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For further information please visit www.savannahresources
(http://www.savannahresources) .com or contact:
Savannah Resources PLC Tel: +351 963 850 959
Emanuel Proença, CEO
SP Angel Corporate Finance LLP (Nominated Advisor, Broker, Tel: +44 20 3470 0470
Global coordinator & Joint Bookrunner)
David Hignell/ Charlie Bouverat (Corporate Finance)
Grant Barker/Abigail Wayne (Sales & Broking)
Canaccord Genuity Limited (Joint Broker & Joint Bookrunner) Tel: +44 20 7523 8000
James Asensio / Charlie Hammond (Corporate Broking)
Ben Knott (Sales)
Caixa - Banco de Investimento, S.A (Joint Bookrunner) Tel: +351 21 313 7300
Paulo Serpa Pinto/ Renato Soares (Capital Markets)
Sofia Cordeiro (Sales)
Alantra Equities, SV, S.A., (Joint Bookrunner) Tel: +34 91 550 8708
Andre Pereira (Equity Capital Markets)
Media Relations
Savannah Resources: Antonio Neves Costa, Communications Manager Tel: +351 962 678 912
About Savannah
Savannah Resources is a mineral resource development company and the sole
owner of the Barroso Lithium Project (the 'Project') in northern Portugal. The
Project is the largest battery-grade spodumene lithium resource outlined to
date in Europe and was classified as a 'Strategic Project' by the European
Commission under the Critical Raw Materials Act in March 2025.
Through the Project, Savannah will help Portugal to play an important role in
providing a long-term, locally sourced, lithium raw material supply for
Europe's lithium battery value chain. Once in operation, the Project will
produce enough lithium (contained in c.190,000tpa of spodumene concentrate)
for approximately half a million vehicle battery packs per year and hence make
a significant contribution towards the European Commission's Critical Raw
Material Act goal of a minimum 10% of European endogenous lithium production
from 2030. Savannah is focused on the responsible development and operation of
the Barroso Lithium Project so that its impact on the environment is minimised
and the socio-economic benefits that it can bring to all its stakeholders are
maximised.
IMPORTANT INFROMATION
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 or by any of their respective Affiliates 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 therefore is expressly
disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it (other than the Appendix in
relation to Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or commitment with the
Company. In particular, the Placing Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or qualified for sale under the laws of any state of the
United States or under the applicable laws of any of Canada, Australia, the
Republic of South Africa, or Japan and, subject to certain exceptions, may not
be offered or sold in the United States or to, or for the account or benefit
of, US persons (as such term is defined in Regulation S under the Securities
Act) or to any national, resident or citizen of Canada, Australia, the
Republic of South Africa or Japan. The issue of the Placing Shares does not
require any registration, notification or authorisation in Spain or the
European Union.
The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or prohibited by law
or regulation. Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Joint Bookrunners that would
permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe, such
restrictions. In particular, this Announcement may not be distributed,
directly or indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia or Japan. Overseas Shareholders and any person
(including, without limitation, nominees and trustees), who have a contractual
or other legal obligation to forward this document to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present
and future business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based unless required to do so
by applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting as
nominated adviser to the Company for the purposes of the AIM Rules in
connection with the Placing and, as nominated adviser, its responsibilities
are owed solely to the London Stock Exchange and are not owed to the Company
or its Directors or to any other person or entity. SP Angel will not be
responsible to any person other than the Company for providing the protections
afforded to clients SP Angel or for providing advice to any other person in
connection with the Fundraising or any acquisition of shares in the Company.
SP Angel is not making any representation or warranty, express or implied, as
to the contents of this Announcement. SP Angel has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever is accepted
by SP Angel for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
Canaccord Genuity Limited ("Canaccord") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting exclusively
for the Company and no one else in connection with the Placing and other
matters referred to in this Announcement, and Canaccord will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to the clients of Canaccord or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement. Canaccord is not making any representation or warranty,
express or implied, as to the contents of this Announcement. Canaccord has not
authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Canaccord for the accuracy of any
information or opinions contained in this Announcement or for the omission of
any material information.
Alantra Equities, SV, S.A ("Alantra") is authorised and regulated by the
Comisión Nacional del Mercado deValores (CNMV) and is registered as an
investment services firm in the CNMV Register under the number 245. Alantra is
acting exclusively for the Company and no one else in connection with the
Placing and other matters referred to in this Announcement, and Alantra will
not be responsible to anyone (including any Placees) other than the Company
for providing the protections afforded to the clients of Alantra or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement. Alantra is not making any representation or warranty,
express or implied, as to the contents of this Announcement. Alantra has not
authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Alantra for the accuracy of any
information or opinions contained in this Announcement or for the omission of
any material information.
Caixa - Banco de Investimento, S.A. ("CaixaBI") is a credit institution
registered at the Bank of Portugal under number 025, and a financial
intermediary authorized to provide brokerage services since 29/07/1991,
registered at the Portuguese Securities Market Commission under number 102.
CaixaBI is acting exclusively for the Company and no one else in connection
with the Placing and other matters referred to in this Announcement, and
CaixaBI will not be responsible to anyone (including any Placees) other than
the Company for providing the protections afforded to the clients of CaixaBI
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement. CaixaBI is not making any representation or
warranty, express or implied, as to the contents of this Announcement. CaixaBI
has not authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by CaixaBI for the accuracy of any
information or opinions contained in this Announcement or for the omission of
any material information.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in the Appendix. The Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees will rely
upon the truth and accuracy of the representations, warranties, undertakings,
agreements and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a) compatible with
an end target market of (i) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of the law of England and
Wales by virtue of EUWA and as from time to time modified by or under the EUWA
or other English law and any subordinate legislation made under it; (ii)
investors who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England and Wales
by virtue of EUWA and as from time to time modified by or under the EUWA or
other English law and any subordinate legislation made under it; and (iii)
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (b) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the EUWA or other
English law and any subordinate legislation made under it (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the UK Target
Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; Placing Shares offer no guaranteed
income and no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the EU Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ("TERMS AND CONDITIONS") (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS, AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS, AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (EU) 2017/1129, AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME
AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURES IN ANY MEMBER STATE OF THE
EEA (TOGETHER, THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS
REGULATION AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER ; OR (3)
IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN THE
MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH)
("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN
SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR"
WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH
PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), (ALL SUCH PERSONS IN (1),
(2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IF YOU ARE IN
ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A
PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
SAVANNAH RESOURCES PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES" OR "US"), AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED, 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 PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by any of the Company, SP Angel Corporate Finance LLP ('SP
Angel'), Canaccord Genuity Limited ("Canaccord"), Alantra Equities, SV, S.A
("Alantra") or Caixa - Banco de Investimento, S.A. ("Caixa", together with SP
Angel, Canaccord and Alantra being, the "Joint Bookrunners" and each a "Joint
Bookrunner") or any of their respective affiliates, agents, advisers,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan, or the Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an under the EU
Prospectus Regulation, as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018 (as amended by the European
Union (Withdrawal) Act 2020) ("EUWA") and as from time to time modified by or
under the EUWA or other English law and any subordinate legislation made under
it, (the "UK Prospectus Regulation") and under the EU Prospectus Regulation
exemption (as applicable) from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance, the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan, or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this Appendix.
Persons who are invited to and who choose to participate in the Placing by
making (or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (a "Placee") will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the Terms and Conditions and to be
providing the representations, warranties, undertakings, acknowledgements,
agreements and indemnities contained in this Appendix.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of the respective Joint
Broker to whom the Placee's commitment is given and the relevant Placee (a
"Recorded Commitment")), each Placee will be deemed to have read and
understood these Terms and Conditions in their entirety, to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in these Terms and Conditions, and to be irrevocably offering to
participate and acquire Placing Shares on these Terms and Conditions. Such
offer shall be deemed to be accepted, and a Placee shall become bound to
acquire Placing Shares, when a Joint Broker confirms to such Placee its
allocation of Placing Shares. Upon being notified of its allocation of
Placing Shares, a Placee shall be contractually committed to acquire the
number of Placing Shares allocated to it at the Placing Price.
In particular, each such Placee represents, warrants, undertakes,
acknowledges, and agrees (amongst other things) that:
1. it is a Relevant Person and that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business; and
2. in the case of a Relevant Person in the United
Kingdom or in an EEA member state who acquires any Placing Shares pursuant to
the Placing:
(a) it is (if in the United Kingdom) a "qualified
investor" as defined in Article 2(e) of the UK Prospectus Regulation or it is
(if in an EEA member state) a "qualified investor" within the meaning of
Article 2(e) of the EU Prospectus Regulation (in each case, a "Qualified
Investor"); and
(b) in the case of any Placing Shares acquired by it as
a financial intermediary, as that term is used in the UK Prospectus Regulation
and the EU Prospectus Regulation (as applicable):
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or in any EEA
member state other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom or in any EEA member state, other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation or the EU Prospectus Regulation (as
applicable) as having been made to such persons; and
3. in the case of a person in Australia who acquires
any Placing Shares pursuant to the Placing, it is a Wholesale Investor, and it
is not that person's intention or purpose that any of the Placing Shares be
acquired for the purpose of selling or transferring the securities or
granting, issuing, or transferring interests in, or options over, them; and
4. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, undertakings, acknowledgements,
agreements and indemnities contained in this Announcement; and
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United States and
is acquiring the Placing Shares in offshore transactions as defined in and in
accordance with Regulation S under the Securities Act.
The Company and the Joint Bookrunners will each rely upon the truth and
accuracy of the foregoing representations, warranties, undertakings,
acknowledgements, agreements and indemnities. The Joint Bookrunners do not
make any representation or warranty to the Placees regarding an investment in
the Placing Shares referred to in this Announcement.
This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No.596/2014 (as it forms part of the law of
England and Wales by virtue of the EUWA and as from time to time modified by
or under the EUWA or other English law and any subordinate legislation made
under it) ("UK MAR").
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(a) compatible with an end target market of: (i) retail clients, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the
law of England and Wales by virtue of EUWA and as from time to time modified
by or under the EUWA or other English law and any subordinate legislation made
under it; (ii) investors who meet the criteria of professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of the law of England
and Wales by virtue of EUWA and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made under it; and
(iii) eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (b) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the EUWA or other
English law and any subordinate legislation made under it (the "UK Target
Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by (i) the
Financial Conduct Authority (the "FCA") or (ii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to any
further terms set forth in the contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement,
express or implied, made by or on behalf of either the Joint Bookrunners or
the Company or any other person and none of the Joint Bookrunners, the
Company, their respective affiliates, agents, advisers, directors, officers or
employees nor any other person acting on such person's behalf has or shall
have any liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, has each agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Placing Price. The
Placing is not underwritten by the Joint Bookrunners.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the existing issued ordinary shares of one penny each in
the capital of the Company ("Ordinary Shares"), including the right to receive
all dividends and other distributions declared, made or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that Admission will take
place on or before 8.00 a.m. on 2 July 2025 and that dealings in the Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing
The Joint Bookrunners are acting as joint bookrunners in respect of the
Placing, as agents for and on behalf of the Company.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by the Joint Bookrunners to participate. The
Joint Bookrunners and any of their respective affiliates are entitled to
participate in the Placing as principal.
The price per Placing Share (the "Placing Price") is fixed at 3.5 pence and is
payable to the relevant Joint Bookrunner (as agent for and on behalf of the
Company) by all Placees.
Each Placee's allocation of Placing Shares will be determined by the Joint
Bookrunners in their discretion following consultation with the Company and
will be confirmed orally by the relevant Joint Bookrunner.
The oral confirmation to the Placee by the relevant Joint Bookrunner
constitutes an irrevocable, legally binding contractual commitment in favour
of the Company and the Joint Bookrunners (as agents for and on behalf of the
Company) to subscribe for the number of Placing Shares allocated to it at the
Placing Price and on the Terms and Conditions and in accordance with the
Company's articles of association.
Each Placee's allocation of and commitment to subscribe for Placing Shares
will be evidenced by a contract note or electronic confirmation ("contract
note") issued to such Placee by the relevant Joint Bookrunner. The Terms and
Conditions will be deemed incorporated in that contract note.
Each Placee's allocation of and commitment to subscribe for Placing Shares
will be legally binding on the Placee on behalf of which it is made and except
with the relevant Joint Bookrunner's consent will not be capable of variation
or revocation after the time at which it is made. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to the Joint
Bookrunners (as agents for and on behalf of the Company), to pay to the
relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in
cleared funds on the Settlement Date, as defined, and in accordance with the
registration and settlement requirements set out, below under "Registration
and settlement", an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has been allocated and the Company has
agreed to allot and issue to that Placee.
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.
Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the time, on the basis
explained below under "Registration and settlement".
All obligations under the Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Joint Bookrunners; nor (b) any of their respective affiliates, agents,
advisers, directors, officers, or employees; nor (c) to the extent not
contained within 0 or 0, any person connected with a Joint Bookrunner as
defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of the respective Joint Bookrunner), shall have
any liability (including, to the extent permissible by law, any fiduciary
duties) to Placees or to any other person whether acting on behalf of a Placee
or otherwise. In particular, neither of the Joint Bookrunners nor any of their
respective affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Placing or of such alternative method of effecting the Placing
as the Joint Bookrunners and the Company may agree.
Each Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares and the grant of Warrants to the Placees and
neither the Joint Bookrunners nor any of their affiliates shall have any
liability to the Placees for the failure of the Company to fulfil those
obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note by the relevant Joint Bookrunner which will confirm the number
of Placing Shares allocated to them, the Placing Price and the aggregate
amount owed by them to the relevant Joint Bookrunner (as agent for and on
behalf of the Company).
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the relevant
Joint Bookrunner in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the relevant Joint
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GB00B647W791)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a T+3 basis unless
otherwise notified by the relevant Joint Bookrunner and is expected to occur
on 2 July 2025 (the "Settlement Date") in accordance with the contract notes.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the relevant Joint Bookrunner
may agree that the Placing Shares should be issued in certificated form. Each
Joint Bookrunner reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other means as
it deems necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction. If a Placee wishes to receive its
Placing Shares in certificated form, it should contact as soon as possible
after receipt of its contract note its usual sales contact at the relevant
Joint Bookrunner. Settlement of the warrants attached to each Placing Share
subscribed for by Placees shall, for the avoidance of doubt, be in
certificated form in accordance with the terms of the Placing Agreement.
Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 2
percentage points above the prevailing base rate of Barclays Bank plc as
determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of their
Placing Shares on their behalf and retain from the proceeds, for the relevant
Joint Bookrunner's own account and benefit (as agent for and on behalf of 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 any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the contract note is copied and
delivered immediately to the relevant person within that organisation. Insofar
as Placing Shares 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 Placing Shares should, subject as provided
below, be so registered free from any liability to United Kingdom stamp duty
or stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
1. Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the fulfilment by the Company of its obligations
under Clause 3 (Delivery and registration of documents) of the Placing
Agreement by the time specified in that Clause;
(b) an AIM application form in respect of the
Fundraising Shares (as defined in the Placing Agreement) and all other
documents to be submitted therewith having been delivered to the London Stock
Exchange;
(c) the Subscription Agreements: (i) not having been
terminated or amended and (ii) having become unconditional in all respects,
save for any condition relating to this Agreement becoming unconditional in
accordance with its terms (including, for the avoidance of doubt, Admission);
(d) the Company having complied with its obligations
under Clauses 5 (Application for Admission) and 6 (The Placing) of the Placing
Agreement (to the extent that such obligations fall to be performed prior to
Admission);
(e) the delivery by the Company to each of the Joint
Bookrunners immediately prior to Admission of a certificate signed for and on
behalf of the Company by a Director on behalf thereof in the form set out in
Schedule 3 of the Placing Agreement; and
(f) the Company fully complying with its obligations
under the Placing Agreement to the extent that they fall to be performed on or
before Admission;
(g) the Company having allotted, subject only to
Admission, the Placing Shares in accordance with the Placing Agreement; and
(h) Admission having become effective at or before 8.00
a.m. on 2 July 2025 or such later time as the Joint Bookrunners may agree with
the Company (being not later than 25 July 2025),
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement is not fulfilled or,
where permitted, waived in accordance with the Placing Agreement within the
stated time periods (or such later time and/or date as the Company and the
Joint Bookrunners may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
The Joint Bookrunners may, in their absolute discretion and upon such terms as
they think fit, waive fulfilment of all or any of the conditions in the
Placing Agreement in whole or in part, or extend the time provided for
fulfilment of one or more conditions (save that the condition relating to
Admission taking place, and the time by which this must occur, may not be
waived). Any such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
A Joint Bookrunner may terminate its obligations under the Placing Agreement
in certain circumstances, details of which are set out below.
Neither the Joint Bookrunners nor the Company nor any of their respective
affiliates, agents, advisers, directors, officers or employees nor any other
person acting on any such person's behalf shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Joint Bookrunners.
2. Termination of the Placing
A Joint Bookrunner may, in its absolute discretion, by notice in writing to
the Company prior to Admission terminate its obligations under the Placing if,
inter alia:
(a) the Company fails in any material respect to comply
with any of its obligations under the Placing Agreement or it commits a breach
of the rules and regulations of the FCA and/or London Stock Exchange and/or
the AIM Rules, FSMA, MAR or any other applicable law; or
(b) it comes to the notice of either of the Joint
Bookrunners that any statement contained in the Placing Documents was untrue,
incorrect or misleading at the date of such document in any respect which
either of the Joint Bookrunners considers to be material in the context of the
Placing; or
(c) it comes to the notice of either of the Joint
Bookrunners that any statement contained in any of the Placing Documents has
become untrue, incorrect or misleading in any respect which either of the
Joint Bookrunners considers to be material in the context of the Placing or
any matter which either of the Joint Bookrunners considers to be material in
the context of the Placing has arisen which would, if the Placing were made at
that time, constitute an omission therefrom; or
(d) it comes to the notice of either of the Joint
Bookrunners that any of the Warranties given by the Company was not at the
date of this Agreement true and accurate in any respect which either of the
Joint Bookrunners considers to be material in the context of the Placing; or
(e) it comes to the notice of either of the Joint
Bookrunners that a matter has arisen which is likely to give rise to a claim
under any of the indemnities given by the Company in Clause 9 (Indemnities) of
the Placing Agreement; or
(f) any of the Warranties, given by the Company by
reference to the circumstances prevailing from time to time has ceased to be
true and accurate in any respect which either of the Joint Bookrunners
considers to be material in the context of the Placing; or
(g) in the opinion of either of the Joint Bookrunners
there shall have occurred any Material Adverse Change (as defined in the
Placing Agreement) (whether or not foreseeable at the date of this Agreement);
or
(h) it comes to the notice of either of the Joint
Bookrunners that there has been, or will be a breach or potential breach of
the Subscription Agreements including any of the warranties in such agreements
or any of the Subscription Agreements is otherwise terminated, rescinded or
frustrated.
In addition, a Joint Bookrunner may by notice to the Company and the other
Joint Bookrunner prior to Admission terminate its obligations under the
Placing Agreement if there has been a force majeure event.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or a Joint Bookrunner of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the relevant Joint Bookrunner or for agreement between the Company and the
relevant Joint Bookrunner (as the case may be) and that neither the Company
nor the Joint Bookrunners need make any reference to such Placee and that none
of the Joint Bookrunners, the Company, their respective affiliates, agents,
advisers, directors, officers or employees nor any other person acting on
any such person's behalf shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by the Placee after oral confirmation by the
relevant Joint Bookrunner of the Placee's allocation and commitment in the
Placing.
Relationship of the Joint Bookrunners
The obligations of each Joint Bookrunner in connection with the Placing
(including any payment obligation) are several, and not joint nor joint and
several. A right of a Joint Bookrunner in connection with the Placing
(including any rights under the Placing Agreement) is held by that Joint
Bookrunner severally and each Joint Bookrunner may exercise its rights, powers
and benefits in connection with the Placing separately and individually.
A Joint Bookrunner will not be responsible for the performance obligations of
the other Joint Bookrunner and will not be liable for any claims, damages or
liabilities arising out of the actions taken, omissions of or advice given by
the other Joint Bookrunner. Any breach, non-performance or default by a
Joint Bookrunner will not constitute a breach, non-performance or default of
the other.
Nothing contained or implied hereby or by acceptance of the Placing
constitutes a Joint Bookrunner acting as the partner, agent or representative
of the other Joint Bookrunner for any purpose or creates any partnership,
agency or trust between the Joint Bookrunners, and no Joint Bookrunner has any
authority to bind another Joint Bookrunner in any way.
Neither of the Joint Bookrunners will be liable for any loss, damage or claim
arising out of the actions taken or advice given by the other Joint
Bookrunner. In addition, the rights of a Joint Bookrunner and its
affiliates, agents, advisers, directors, officers and employees in respect of
that Joint Bookrunner under the representations, warranties, undertakings,
acknowledgements, agreements and indemnities set out in this Appendix will in
no way be affected by the actions taken or alleged to have been taken or
advice given or alleged to have been given by, or omissions or alleged
omissions of, the other Joint Bookrunner or its affiliates, agents,
advisers, directors, officers or employees.
Offer Personal
The offering of Placing Shares and the agreement arising from acceptance of
the Placing is personal to each Placee and does not constitute an offering to
any other person or to the public. A Placee may not assign, transfer, or in
any other manner deal with, its rights or obligations under the agreement
arising from the acceptance of the Placing, without the prior written
agreement of the Joint Bookrunners in accordance with all relevant legal
requirements.
Representations, Warranties and Further Terms
2.2 By participating in the Placing, each Placee (and
any person acting on such Placee's behalf) represents, warrants, undertakes,
acknowledges, confirms and agrees (for itself and for any such prospective
Placee) to the Company and the Joint Bookrunners that:
(a) it has read and understood this Announcement in its
entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
undertakings, acknowledgements, agreements, indemnities, and other information
contained herein and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
(b) it has not received a prospectus or other offering
document in connection with the Placing and acknowledges that no prospectus or
other offering document:
(i) is required under the UK Prospectus Regulation or
the EU Prospectus Regulation or any applicable law; nor
(ii) has been or will be prepared in connection with the
Placing;
(c) the Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and UK MAR, which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
(d) it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither the Joint Bookrunners nor the Company nor any of their respective
affiliates, agents, advisers, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company or any other person
other than the information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the Company, any of
their respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide it with any
such information;
(e) neither the Joint Bookrunners nor any of their
affiliates, agents, advisers, directors, officers or employees nor any other
respective person acting on behalf of any of them has or shall have any
liability for any Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
(f)
(i) the only information on which it is entitled to
rely and on which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on the Announcement and the Publicly Available Information;
(ii) neither the Joint Bookrunners, nor the Company nor
any of their respective affiliates, agents, advisers, directors, officers and
employees nor any other person acting on behalf of any of them have made any
representation, warranty or statement to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;
(iii) it has conducted its own investigation of the
Company, the Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and
(iv) it has not relied on any investigation that the Joint
Bookrunners or any person acting on behalf of a Joint Bookrunner may have
conducted with respect to the Company, the Placing or the Placing Shares;
(g) the content of this Announcement and the Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of the roadshow discussion with
investors has been prepared by and is exclusively the responsibility of the
Company and that neither the Joint Bookrunners nor any of their respective
affiliates, agents, advisers, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
(h) it and/or each person on whose behalf it is
participating in the Placing:
(i) is entitled to acquire Placing Shares pursuant to
the Placing under the laws and regulations of all relevant jurisdictions;
(ii) has fully observed such laws and regulations;
(iii) has capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply and that it is in full compliance with
all applicable laws and regulations with respect to its subscription for
Placing Shares;
(i) the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, Australia, Canada, Japan, or
the Republic of South Africa and, subject to certain exceptions, may not be
offered, sold, acquired, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia, Canada, Japan, or
the Republic of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
(j) no action has been or will be taken by any of the
Company, the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in the United States or in any country or jurisdiction
where any such action for that purpose is required;
(k) it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are subscribed will not be, a
resident of, or with an address in, or subject to the laws of Canada, Japan,
or the Republic of South Africa;
(l) it and the beneficial owner of the Placing Shares
is, and at the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
(m) it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
(n) it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
(o) it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
(p) it has the funds available to pay for the Placing
Shares for which it has agreed to subscribe and will make payment to the
relevant Joint Bookrunner for the Placing Shares allocated to it in accordance
with the Terms and Conditions on the due times and dates set out in this
Appendix, failing which the relevant Placing Shares may be placed with other
persons on such terms as the relevant Joint Bookrunner determines in its
absolute discretion without liability to the Placee and it will remain liable
for and will pay on demand any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this Appendix)
which may arise upon the sale of such Placee's Placing Shares on its behalf;
(q) its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
(r) the person who it specifies for registration as
holder of the Placing Shares will be:
(i) the Placee; or
(ii) a nominee of the Placee, as the case may be,
and the Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of the
relevant Joint Bookrunner or transferred to a CREST stock account of the
relevant Joint Bookrunner who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
(s) it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
(t) as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company, save as previously disclosed to the
Joint Bookrunners;
(u) the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a stamp duty or stamp duty reserve tax liability under
(or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that it is
not participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
(v) if it is within the United Kingdom, it and any
person acting on its behalf (if within the United Kingdom) falls within
Article 19(5) and/or Article 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing Shares or
Warrants that are allocated to it for the purposes of its business only;
(w) if it is within the United Kingdom or an EEA member
state, it is a Qualified Investor;
(x) it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom or in any EEA member
state prior to the expiry of a period of six months from Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any EEA member state
within the meaning of the EU Prospectus Regulation;
(y) it has only communicated or caused to be
communicated and it will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and it acknowledges and agrees that this Announcement
has not been approved by the Joint Bookrunners in their capacity as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
(z) it has complied and it will comply with all
applicable laws and regulations in all relevant jurisdictions with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of the FSMA in respect of anything done in,
from or otherwise involving the United Kingdom);
(aa) if it is a financial intermediary, as that term is used
in the UK Prospectus Regulation and the EU Prospectus Regulation (as
applicable), the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United Kingdom or in
an EEA member state, or to which the UK Prospectus Regulation or the EU
Prospectus Regulation (as applicable) otherwise applies, other than Qualified
Investors, or in circumstances in which the express prior written consents of
the Joint Bookrunners has been given to the offer or resale;
(bb) in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of UK MAR, and it agrees not to
deal in any securities of the Company until such time as the inside
information of which it has been made aware has been made public for the
purposes of UK MAR or it has been notified by the Joint Bookrunners or the
Company that the proposed Placing will not proceed and inside information of
which the Placee is aware has been publicly announced, and:
(i) other than in respect of its knowledge of the
proposed Placing, it has neither received nor relied on any inside information
concerning the Company or the Placing Shares; and
(ii) it has not disclosed any inside information
concerning the Company or the Placing Shares to any person, prior to such
information being publicly announced;
(cc) neither the Joint Bookrunners, nor the Company nor any
of their respective affiliates, agents, advisers, directors, officers or
employees nor any other person acting on behalf of any of them is making any
recommendations to it, or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing, nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings, acknowledgements, agreements and indemnities
contained in the Placing Agreement nor the exercise or performance of any of a
Joint Bookrunner's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
(dd) participation in the Placing is on the basis that it is
not and will not be a or be treated as a client of any of the Joint
Bookrunners and that neither of the Joint Bookrunners has any duties or
responsibilities to it for providing the protections afforded to its clients
or for providing any such recommendation or advice as aforesaid;
(ee) in the case of a person in Australia who acquires any
Placing Shares pursuant to the Placing, it is a Wholesale Investor, and it is
not that person's intention or purpose that any of the Placing Shares be
acquired for the purpose of selling or transferring the securities or
granting, issuing, or transferring interests in, or options over, them;
(ff) the Joint Bookrunners and their affiliates, acting as
an investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, any Joint Bookrunner and/or any of its affiliates acting as an
investor for its or their own account(s). Neither the Joint Bookrunners nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or regulatory
obligation to do so;
(gg) it:
(i) has complied with its obligations in connection
with money laundering and terrorist financing under the Anti-Terrorism Crime
and Security Act 2001, UK MAR, the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017, and any
related rules, regulations or guidelines issued, administered or enforced by
any government agency having jurisdiction in respect thereof; and
(ii) is not a person:
(A) with whom transactions are prohibited under the United
States Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, any of the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the United
States Department of State, and the Bureau of Industry and Security of the
United States Department of Commerce;
(B) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(C) subject to economic, trade or financial sanctions
imposed pursuant to a regulation of, or adopted, administered or enforced by,
any of the European Union, the United Nations, the Hong Kong Monetary
Authority, and any other relevant sanctions body or authority,
(together, the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be required
for the purpose of, or as a consequence of, such purchase;
(hh) in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the relevant Joint Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares and Warrants may be retained at
the relevant Joint Bookrunner's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a request for
verification of identity the relevant Joint Bookrunner (for itself and as
agent for and on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the relevant Joint Bookrunner
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
(ii) it acknowledges that its commitment to acquire
Placing Shares on the Terms and Conditions and in the contract note will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
(jj) it has knowledge and experience in financial,
business and investment matters as is required to evaluate the merits and
risks of subscribing for Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it,
and any person on whose behalf it is acting, may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
(kk) it irrevocably appoints each Joint Bookrunner and any
duly authorised officer of a Joint Bookrunner as its agent for the purpose of
executing and delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the
Placing Shares and Warrants for which it agrees to subscribe upon the terms of
this Appendix;
(ll) if it is acquiring the Placing Shares as a
fiduciary or agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations, warranties,
undertakings, acknowledgements, agreements and indemnities on behalf of each
such accounts;
(mm) time is of the essence as regards its obligations under this
Appendix;
(nn) any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;
(oo) the Placing Shares will be issued subject to the Terms
and Conditions and the articles of association of the Company;
(pp) the terms set out in this Appendix and the allocation of
Placing Shares (including the subscription amount payable) as confirmed to a
Placee, constitute the entire agreement to the terms of the Placing and a
Placee's participation in the Placing to the exclusion of prior
representations, understandings and agreements between the Placee and any
Joint Bookrunner and any variation of such terms must be in writing signed by
or on behalf of the Joint Bookrunners;
(qq) the Terms and Conditions and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire Placing Shares pursuant to the Placing, and any
dispute or claim arising out of or in connection with the Placing or formation
thereof (including non-contractual disputes or claims), will be governed by
and construed in accordance with English law and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts in relation to any claim, dispute
or matter (including non-contractual disputes or claims) arising out of such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or each Joint Bookrunner 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; and
(rr) the Company, the Joint Bookrunners and others
(including each of their respective affiliates, agents, advisers, directors,
officers and employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, undertakings, acknowledgements, and agreements,
which are given to the Joint Bookrunners on their own behalf and as agents for
and on behalf of the Company and are irrevocable.
2.3 By participating in the Placing, each Placee (and
any person acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective affiliates,
agents, advisers, directors, officers and employees harmless, on an after-tax
basis, from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
any of the representations, warranties, undertakings, acknowledgements,
agreements and indemnities given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by a Joint Bookrunner, the
Company or any of their respective affiliates, agents, advisers, directors,
officers or employees arising from the performance of the Placee's obligations
as set out in this Appendix, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
2.4 The agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates only to
their allotment and issue to Placees, or such persons as they nominate as
their agents, direct by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement related to any
other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may
be payable. In that event, the Placee agrees that it shall be responsible for
such stamp duty or stamp duty reserve tax and neither the Company nor the
Joint Bookrunners shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
they should notify the Joint Bookrunners accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares and each Placee, or the Placee's nominee, in respect of
whom (or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify and to hold harmless, on an after-tax basis, the Company and
the Joint Bookrunners in the event that either the Company and/or a Joint
Bookrunner have incurred any such liability to such taxes or duties.
2.5 The representations, warranties, undertakings,
acknowledgements, agreements, and indemnities contained in this Appendix are
given to each Joint Bookrunner for itself and as agent for and on behalf of
the Company and are irrevocable and not capable of termination.
2.6 SP Angel is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting exclusively for the
Company and no one else in connection with the Placing and other matters
referred to in this Announcement, and SP Angel will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to the clients of SP Angel or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
SP Angel is not making any representation or warranty, express or implied, as
to the contents of this Announcement. SP Angel has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever is accepted
by SP Angel for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
2.7 Canaccord is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting exclusively for the
Company and no one else in connection with the Placing and other matters
referred to in this Announcement, and Canaccord will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to the clients of Canaccord or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Canaccord is not making any representation or warranty, express or implied, as
to the contents of this Announcement. Canaccord has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by Canaccord for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
2.8 Alantra is authorised and regulated by the Comisión
Nacional del Mercado deValores (CNMV) and is registered as an investment
services firm in the CNMV Register under the number 245. Alantra is acting
exclusively for the Company and no one else in connection with the Placing and
other matters referred to in this Announcement, and Alantra will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to the clients of Alantra or for providing
advice in relation to the Placing or any other matters referred to in this
Announcement. Alantra is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Alantra has not authorised
the contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Alantra for the accuracy of any information or
opinions contained in this Announcement or for the omission of any material
information.
2.9 Caixa - Banco de Investimento, S.A. ("Caixa") is a
credit institution registered at the Bank of Portugal under number 025, and a
financial intermediary authorized to provide brokerage services since
29/07/1991, registered at the Portuguese Securities Market Commission under
number 102. Caixa is acting exclusively for the Company and no one else in
connection with the Placing and other matters referred to in this
Announcement, and Caixa will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to the
clients of Caixa or for providing advice in relation to the Placing or any
other matters referred to in this Announcement. Caixa is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Caixa has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Caixa for the
accuracy of any information or opinions contained in this Announcement or for
the omission of any material information.
2.10 Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the Placing
Agreement.
2.11 Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that a Joint Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself agreeing to
become a Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
2.12 When a Placee or any person acting on behalf of the
Placee is dealing with a Joint Bookrunner, any money held in an account with a
Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be segregated
from a Joint Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.
2.13 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. Placees will be notified of any changes.
2.14 No statement in this Announcement is intended to be a
profit forecast or estimate, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
2.15 The price of shares and any income expected from them may
go down as well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
2.16 The Placing Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.
2.17 Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is incorporated
into, or forms part of, this Announcement.
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