REG - Scotgold Resources - Proposed Capital Raising
09/02/2023 16:45
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RNS Number : 4995P Scotgold Resources Ltd 09 February 2023
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 Scotgold Resources Limited or other
evaluation of any securities of Scotgold Resources Limited 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 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 ("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.
Scotgold Resources Limited
("Scotgold" or the "Company")
Proposed Capital Raising to raise a minimum amount of US$2.0 million
Scotgold Resources Limited ("Scotgold" or the "Company") (AIM: SGZ), the gold
exploration and production company focused on Scotland, intends to undertake a
proposed Capital Raising of, in aggregate, a minimum amount of approximately
US$2.0 million (gross) by way of a placing (the "Placing") of new Ordinary
Shares (the "Placing Shares") and approximately US$669,000 (gross) by way of a
proposed subscription by certain of the directors of the Company (the
"Subscription" or the "Subscriptions") for new Ordinary Shares (the
"Subscription Shares"), in each case at a price of 40 p (the "Issue Price")
per share.
Scotgold also intends to carry out a separate offer (the "Retail Offer") of up
to 1,250,000 new Ordinary Shares at the Issue Price on the Bookbuild Platform
(the "Retail Shares" and, together with the Placing Shares and the
Subscription Shares, the "Capital Raising Shares")) to raise up to a further
£500,000 (approximately US$609,000) (before expenses) to provide existing
retail shareholders in the United Kingdom with an opportunity to participate
in Scotgold's capital raising plans. A separate announcement will be made in
due course regarding the Retail Offer and its terms. For the avoidance of
doubt, the Retail Offer is not part of the Placing.
It is expected that the Placing, the Subscription and the Retail Offer
(together the "Capital Raising") will result in the Company raising total
gross proceeds of at least US$2.0 million.
The net proceeds of the Capital Raising will primarily be used to support
delivery of the Company's 2023 mine plan and the move to long hole stoping at
its Cononish Gold Mine in Scotland ('Cononish'), to support resource expansion
at Cononish and to support Scotgold's regional exploratory drill programme,
where the Company holds 2,900km2 of licences in Scotland.
Whilst the Retail Offer is conditional on completion the Placing and the
Subscription, the Placing and the Subscription are not conditional on
completion of the Retail Offer.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild"). The Bookbuild will open with immediate effect following release
of this Announcement. A further announcement confirming the closing of the
Bookbuild and the number of new Ordinary Shares to be issued pursuant to the
Placing is expected to be made in due course. In the event of excess demand,
the Company reserves the right to increase the size of the Capital Raising in
its sole discretion.
In aggregate, seven Directors intend to subscribe for 1,372,500 new Ordinary
Shares representing up to approximately US$669,000 at the Issue Price pursuant
to Subscription Agreements.
The participation of the Subscribing Directors in the Subscription constitutes
a related party transaction pursuant to AIM Rule 13 (the "Subscription Related
Party Transaction"). The independent Director considers, having consulted with
Shore Capital and Corporate Limited ("Shore Capital"), the Company's nominated
adviser, that the terms of the Subscription Related Party Transaction are fair
and reasonable insofar as Shareholders are concerned.
Further details of the Subscriptions will be set out in the announcement to be
made following closure of the Bookbuild.
Further to the Capital Raising, Bridge Barn Limited, a company owned and
controlled by Mr Nathaniel le Roux and provider of debt funding to the
Company, has agreed the option to defer a total of £2.5 million capital
repayments due by the Company in calendar year 2023 by up to 9 months from the
due date. The loan agreement with Bridge Barn Limited has the option to be
amended as follows:
· At Scotgold's option, repayment of each of these principal
tranches may be deferred by up to 9 months from the due date.
· In the event of deferral, an interest rate of 13%
(non-compounding) shall apply for the deferral period. The current interest
rate is 9%.
The potential deferral of capital repayments would be used to further
exploration work - Resource Definition drilling in Cononish and exploration
work on the wider Grampians area.
The deferral of capital repayments constitutes a related party transaction
pursuant to AIM Rule 13 (the "Loan Related Party Transaction"). The
independent Directors consider, having consulted with Shore Capital, the
Company's nominated adviser, that the terms of the Loan Related Party
Transaction are fair and reasonable insofar as Shareholders are concerned.
Phil Day, CEO of Scotgold, said:
"The additional funds raised through the Capital Raising will enable the
Company to progress its 2023 mine plan and deliver full phase production of
c.2,000 ounces of gold per month, with a target AISC of £610 per ounce in Q4
2023 with the mine running an average grade through the processing plant of
c.12g/t Au year, to increase cash generation.
"In addition to realising full phase production at Cononish, we believe there
is significant potential to increase the resource and reserves at Cononish and
in turn the life of mine. It is our intention to utilise VLF Magnetic results
received late 2022 and commence a drilling programme to firstly increase
knowledge of the extension of the Cononish vein at depth through underground
drilling, secondly explore the extension of the Cononish vein along strike
(SW) and thirdly explore an additional vein (NE) that exists to the west of
the barren vein, which is adjacent to the existing Cononish vein.
"We also have an additional 2,900km2 of licences held in Scotland, running
from Tarbet in the South-West to Blair Atholl in the North-East of Scotland
along the Dalradian Gold Belt, where we plan to use the same methodology of
exploration to develop future mining projects in Scotland. Ultimately our
vision is to build an intergenerational mining company for the future as
a multi-asset gold production company in Scotland.
"Our Board and team look forward to the future with confidence and the new
funds will provide the financial firepower to help us achieve our goals and
deliver the increase in shareholder value we believe is possible."
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement (which forms part of this Announcement). The Retail Shares
will be subscribed for on the basis of the terms and conditions of the Retail
Offer, rather than pursuant to the terms and conditions of the Placing
contained in the Appendix to this Announcement.
Each of the times and dates in this Announcement refer to London time and are
subject to change by the Company and/or the Bookrunner. Any such change will
be notified to Shareholders by an announcement on a Regulatory
Information Service.
Capitalised terms used but not defined in this Announcement shall have the
meanings given to such terms in the section headed 'Definitions' below, save
that any capitalised term defined in the Appendix shall have such meaning in
the Appendix to the exclusion, in the Appendix only, of any definition of such
term elsewhere in this Announcement.
For further information please contact:
Scotgold Resources Limited Via Celicourt Communications
Phil Day, Chief Executive Officer
Shore Capital Stockbrokers Limited (NOMAD, Broker, Sole Bookrunner) +44 207 408 4050
Toby Gibbs / John More / Tom Knibbs
Celicourt Communications (Financial PR) +44 774 8843 871
Felicity Winkles
ADDITIONAL INFORMATION ON THE CAPITAL RAISING
The Placing
The Placing has been arranged by Shore Capital, acting as sole bookrunner (the
"Bookrunner"). The Placing will be conducted by the Bookrunner on behalf of
the Company in accordance with the terms and conditions set out in the
Appendix to this Announcement. The Placing is being conducted through the
Bookbuild which will commence immediately following this Announcement.
The Bookbuild will determine final demand for, and participation in, the
Placing. The Bookbuild is expected to close not later than 6:00 p.m. (London)
today but may be closed at such earlier or later time as the Bookrunner may,
in their absolute discretion (following consultation with the Company),
determine. The number of Placing Shares and the making of allocations will be
agreed between the Company and the Bookrunner and will be confirmed orally or
by email by the Bookrunner following the closure of the Bookbuild. A further
announcement will be made following the completion of the Bookbuild (the
"Result of Bookbuild Announcement").
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.
Background to and Reasons for the Capital Raising
This Capital Raising is intended to help Scotgold progress on their current
operations. In December 2022, the Company announced in its operational update
that the Company's strategy is:
· To continue to focus on three pillars of Scotgold's strategy:
optimising value at Cononish; growth through resource expansion and regional
exploration; and investment in people and commitment to sustainability.
· Optimising value at Cononish - 2023 focused on achieving
sustainable and continued ramp up to 2,000 ounces of gold per month in Q4 2023
with a target AISC of £610 per ounce with the mine running an average grade
through the processing plant of c.12g/t Au year to generate increased cash
generation.
· Resource expansion firstly through increasing knowledge of the
gold vein in close proximity to the existing Cononish vein by commencing a
drill campaign off the back of the Very Low Frequency (VLF) work conducted in
2022 and then to extend the same methodology to the other areas within the
2,900km² of area held by Scotgold.
· To continue investment in people and commitment to sustainability
through continuous improvement.
· Vision to build an intergenerational mining company as a
multi-asset gold production company in Scotland.
Use of Proceeds
The net proceeds of the Capital Raising will be used to support:
· delivery of the Company's 2023 mine plan at Cononish and the move
to long hole stoping;
· resource expansion at Cononish; and
· the Company's regional exploratory drill programme.
Director Participation
The following Directors have indicated that they intend to participate in the
Capital Raising via the Subscriptions:
· Nathaniel Le Roux. Non-Executive Director: approximately
US$287,000
· Peter Hetherington, Non-Executive Chairman: approximately
US$122,000
· Ian Proctor, Non-Executive Director: approximately US$30,000
· William Styslinger, Non-Executive Director: approximately
US$137,000
· Phil Day, Chief Executive Officer: approximately US$43,000
· Richard Barker, Non-Executive Director: approximately US$12,000
· Evan Spencer, Non-Executive Director: approximately US$38,000
Further details of the Subscriptions will be announced in the Result of
Bookbuild Announcement.
Settlement and dealings
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares (together, the "New Shares"), all of which will
all rank pari passu with the Company's existing Ordinary Shares, to be
admitted to trading on AIM ("Admission"). Admission of the New Shares
("Placing Admission") is expected to occur at, and dealings in such shares are
expected to commence on, 8.00 a.m. on 17 February 2023 or such later time
and/or date as the Bookrunner and the Company agree (being in any event no
later than 8.00 a.m. on 3 March 2023).
The New Shares will be in registered form and will be capable of being held in
either certificated or, in the case of Depositary Interests representing such
shares, in uncertificated form (i.e. in CREST). Accordingly, following
Admission, settlement of transactions in Depositary Interests representing the
New Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.
The ISIN number of the new Ordinary Shares is AU000XINEAK5. The TIDM is SGZ.
Important Notices
This Announcement and the information contained herein are not for release,
distribution or publication, in whole or in part, directly or indirectly, in
or into the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan, New Zealand, the Republic of South Africa or any
other jurisdiction where to do so might constitute a violation of the relevant
laws or regulations of such jurisdiction. The Placing and the distribution or
transmission of this Announcement may be restricted by law or regulation in
certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. 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 Bookrunner
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. 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 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 buy or subscribe for or otherwise acquire
any securities of 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.
There will be no public offer of the securities described herein in the United
States of America (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of such
jurisdiction.
This Announcement is not an offer of securities for sale in the United States
of America (including its territories and possessions, any state of the United
States and the District of Columbia). Securities may not be offered or sold in
the United States absent registration or an exemption from registration. Any
securities referred to herein 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, and may not be offered, sold or transferred, directly or
indirectly, in the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia),
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. There is no intention to register any securities referred to herein in
the United States or to make a public offering of the securities in the United
States of America (including its territories and possessions, any state of the
United States and the District of Columbia). There will be no public offer of
the securities described herein in Australia, Canada, Japan, New Zealand or
the Republic of South Africa. The New Shares have not been, and will not be,
registered under or qualified for sale under the applicable laws of any of
Canada, Australia, New Zealand, the Republic of South Africa, or Japan and,
subject to certain exceptions, may not be offered or sold to any national,
resident or citizen of Canada, Australia, New Zealand, the Republic of South
Africa or Japan.
Shore Capital is a member of the London Stock Exchange and is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (the
"FCA"). Shore Capital is acting exclusively for the Company and no one else in
connection with the Placing, and Shore Capital will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Forward-looking statements
This Announcement contains statements about Scotgold that are or may be deemed
to be "forward-looking statements".
All statements, other than statements of historical facts, included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"anticipates", "estimates", "projects", "would", "could", "continue" or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of
Scotgold.
These forward-looking statements are not guarantees of future performance.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or regulation
(including to meet the requirements of the AIM Rules, UK MAR, the Prospectus
Rules and/or the FSMA), Scotgold does not undertake any obligation to update
publicly or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to Scotgold or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements contained in this
Announcement are based on information available to the Directors at the date
of this Announcement, unless some other time is specified in relation to them,
and the posting or receipt of this Announcement shall not give rise to any
implication that there has been no change in the facts set forth herein since
such date.
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.
The New Shares will not be admitted to trading on any stock exchange other
than AIM.
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 and the Bookrunner 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
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all permitted
distribution channels (the "UK Target Market Assessment").
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 MiFID II 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" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors 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 Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessments, the Bookrunner will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the UK
Product Governance Requirements or 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS
REGULATION"), WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"),
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE
SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE
TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE
OF ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO
DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON
DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY
PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURSIDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS
ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD
INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
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 (the "Placees"), will be deemed to have read and
understood this Announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular,
each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation, (i) the Placing Shares acquired by it have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area ("EEA") other
than Qualified Investors (as defined in the Prospectus Regulation) or in
circumstances in which the prior consent of the Bookrunner has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any Member State of the EEA other than Qualified
Investors (as defined in the Prospectus Regulation), the offer of those
Placing Shares to it is not treated under the Prospectus Regulation as having
been made to such persons;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, (i) the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the UK other than Qualified Investors (as defined in
the UK Prospectus Regulation) or in circumstances in which the prior consent
of the Bookrunner has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in the UK other than
Qualified Investors (as defined in the UK Prospectus Regulation), the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons; and
4. it is located outside the United States, it is not a US
Person, is subscribing for Placing Shares in an "offshore transaction" (within
the meaning of Regulation S) and is purchasing the Placing Shares for its own
account or is purchasing the Placing Shares for an account with respect to
which it exercises sole investment discretion and that it (and any such
account) is located outside the United States and is not a US Person or it is
a dealer or other professional fiduciary in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an estate or
trust), in reliance upon Regulation S.
The Company and the Bookrunner will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement and the information
contained herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Canada, Australia, New Zealand,
Japan or South Africa or in any jurisdiction in which such publication or
distribution is unlawful. Persons into whose possession this Announcement may
come are required by the Company to inform themselves about and to observe any
restrictions of transfer of this Announcement. No public offer of securities
of the Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act or any laws of, or
with any securities regulatory authority of, any state or other jurisdiction
of the United States, and may not be offered, sold, pledged or otherwise
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the Securities
Act and the securities laws of any state or other jurisdiction of the United
States.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission or 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 the
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; 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
Canada, Australia, New Zealand, Japan or 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 Canada, Australia, New Zealand, Japan or South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
Details of the Placing
The Bookrunner has entered into the Placing Agreement with the Company and SCC
under which the Bookrunner has agreed, on the terms and subject to the
conditions set out therein, and undertaken to use reasonable endeavours to
procure, as the Company's agent for the purpose of the Placing, subscribers
for the Placing Shares at the Issue Price.
The Placing Agreement contains customary undertakings and warranties given by
the Company to the Bookrunner including as to the accuracy of information
contained in this Announcement, to matters relating to the Company and its
business and a customary indemnity given by the Company to the Bookrunner in
respect of liabilities arising out of or in connection with the Placing and/or
Placing Admission.
The Placing is conditional upon, amongst other things, Placing Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the relevant date
of issue of the Placing Shares.
The Company's constitution gives the board authority to issue shares at the
price the board determines as there are no statutory pre-emption rights under
the Australian Corporations Act. Accordingly, Shareholder approval is not
required for the Company to issue new Ordinary Shares in respect of the
Capital Raising.
Other than pursuant to any share option schemes and other employee incentive
arrangements, the Company has agreed not to allot, issue or grant any rights
in respect of its Ordinary Shares in the period of six months from the date of
Retail Offer Admission without the prior written consent of Shore Capital
(such consent not to be unreasonably withheld or delayed).
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Subject to the conditions for the Placing being met, it is expected that
Placing Admission will take place on or before 8.00 a.m. on 17 February 2023
and that dealings in the Placing Shares on AIM will commence thereafter.
Bookbuild
The Bookrunner will today commence the bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand by Placees for participation in
the Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion,
determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner (whether individually or through any of its affiliates)
is arranging the Placing as placing agent of the Company and has agreed to use
its reasonable endeavours to procure Placees at the Issue Price for the
Placing Shares.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner
and its respective affiliates may participate in the Placing as principals
(and are each entitled to enter bids as principal in the Bookbuild).
3. The Issue Price will be a fixed price of 40 pence per new Ordinary
Share.
4. The Bookbuild will establish the number of Placing Shares to be issued
at the Issue Price, payable to the Bookrunner as agent for the Company by all
Placees whose bids are successful. The number of Placing Shares to be issued
will be determined by the Bookrunner following completion of the Bookbuild and
will be recorded in a term sheet entered into between the Bookrunner and the
Company. The number of Placing Shares to be issued at the Issue Price will be
announced on a Regulatory News Service following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares for which the prospective Placee
wishes to subscribe. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 10 below.
6. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the Bookrunner's consent will not
be capable of variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the Company and the Bookrunner, to pay to them (or as the
Bookrunner may direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares that such Placee has agreed to
subscribe for and the Company has agreed to allot and issue to that Placee.
Each prospective Placee's obligations will be owed to the Company and the
Bookrunner.
7. The Bookbuild in respect of the Placing is expected to close by 6.00
p.m. on 9 February 2023, but the Bookbuild may be closed earlier or later at
the discretion of the Bookrunner and the Company. The Bookrunner may, in
agreement with the Company, accept bids, either in whole or in part, that are
received after the Bookbuild has closed.
8. The Bookrunner is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for protections afforded to its
customers nor for providing advice in relation to the matters described in
this Announcement or any matter, transaction or arrangement referred to in it.
9. Each prospective Placee's allocation of Placing Shares will be
confirmed to Placees either orally or in writing by a Bookrunner as soon as
practicable following the close of the Bookbuild, and an electronic trade
confirmation will be dispatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. A
Bookrunner's confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such prospective Placee (who will at that
point become a Placee) in favour of the Bookrunner and the Company, to
subscribe for the number of Placing Shares allocated to it and to pay the
Issue Price on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's articles of incorporation.
10. The Bookrunner may choose to accept bids, either in whole or in part, on
the basis of their allocation policy and may scale down any bids for this
purpose on such basis as they may determine. The Bookrunner may also,
notwithstanding paragraphs 5 and 6 above, and subject to prior agreement with
the Company, (a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (b) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be subscribed for
pursuant to the Placing will be required to be made on the basis explained
below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things, the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
13. By participating in the Bookbuild, 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.
14. To the fullest extent permissible by law, none of the Company, the
Bookrunner, or any of their respective affiliates shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise) under these terms and conditions. In
particular, none of the Company, the Bookrunner, or any of their respective
affiliates shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Bookrunner' conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Bookrunner and the Company may agree or of the
allocation of Placing Shares. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to the Placees
and the Bookrunner shall have no liability to the Placees for any failure by
the Company to fulfil those obligations.
15. The Placing Shares will be issued subject to the terms and conditions of
this Appendix and each Placee's commitment to subscribe for Placing Shares on
the terms set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or the Bookrunner's conduct of the Placing.
16. All times and dates in this Announcement may be subject to amendment.
The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
· the Company allotting, subject only to Placing Admission, the
Placing Shares in accordance with the Placing Agreement;
· the Placing Agreement having become unconditional in respect of
the Placing (save for any condition as to Placing Admission having taken place
and excluding any conditions relating to the Retail Offer) and not having been
terminated in accordance with its terms before Placing Admission; and
· Placing Admission taking place no later than 8 a.m. on 17
February 2023 or such other time and/or date as may be agreed between the
Company and the Bookrunner, not being later than 8.30 a.m. on 3 March 2023
(the "Final Date").
If: (i) any of the conditions contained in the Placing Agreement in relation
to the Placing Shares is not fulfilled or waived by the Bookrunner by the
respective time or date where specified (or such later time or date as the
Company and the Bookrunner may agree not being later than the Final Date); or
(ii) the Bookrunner's obligations (and consequently Placees' obligations) in
respect of the Placing Shares only under the Placing Agreement are terminated
as described below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time.
Shore Capital may, in its absolute discretion, waive, or extend the period (up
to the Final Date) for compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in the Placing
Agreement, save that the conditions relating to Placing Admission taking place
may not be waived and the period for compliance with such conditions may not
be extended beyond the Final Date. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
Neither Shore Capital nor the Company shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of Shore Capital.
Right to terminate under the Placing Agreement
Shore may, in its absolute discretion, at any time before Retail Offer
Admission terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) in the reasonable opinion of Shore Capital, the warranties
given by the Company to Shore Capital are not true and accurate or have become
misleading (or would not be true and accurate or would be misleading if they
were repeated at any time before Placing Admission) by reference to the facts
subsisting at the time of Placing Admission which Shore Capital considers
(acting reasonably) to be material in the context of the Placing or the Retail
Offer; or
(b) 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 the London Stock Exchange and/or the
AIM Rules, the FSMA, UK MAR or any other applicable law; or
(c) in the reasonable opinion of Shore Capital, there happens,
develops or comes into effect any occurrence of any kind which (by itself or
together with any other such occurrence) is likely to materially and adversely
affect the market's position or prospects of the Group (taken as a whole); or
(d) there has been a general moratorium on commercial banking
activities in London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or clearance
services in the United Kingdom; the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war; or any other crisis of
international or national effect or any change in any currency exchange rates
or controls or in any financial, political, economic or market conditions or
in market sentiment which, in any such case, in the reasonable opinion of
Shore Capital is materially adverse.
The rights and obligations of the Placees shall terminate, or be capable of
rescission, only in the circumstances described in these terms and conditions
and in the Placing Agreement and will not be subject to termination by any
Placee or any prospective Placee at any time or in any circumstances and the
Placees' participation will not be capable of rescission or termination by it
after oral confirmation by the Bookrunner of the allocation and commitments
following the close of the Bookbuild. By participating in the Placing, Placees
agree that the exercise by Shore Capital of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Shore Capital, that they need not make any reference to Placees and that
Shore Capital shall have no liability to Placees whatsoever in connection with
any such exercise or decision not to exercise.
Placees will have no rights against Shore Capital, the Company or any of their
respective directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
Continuing Obligations
Other than pursuant to any share option schemes and other employee incentive
arrangements, the Company has undertaken to Shore Capital that it will not,
during the period of six months from Retail Offer Admission, issue any shares
or options to subscribe for any shares or securities convertible or
exchangeable into shares or enter into any agreement or undertaking to do so,
except with the prior consent of Shore Capital (such consent not to be
unreasonably withheld or delayed).
By participating in the Placing, Placees agree that the exercise by Shore
Capital of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the continuing obligation
provisions under the Placing Agreement shall be within the absolute discretion
of Shore Capital and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
No admission document or 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 an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing, and Placees' commitments will be
made solely on the basis of the information contained in the Announcement and
the Exchange Information (as defined further below). Each Placee, by
accepting a participation 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 other information (other than
the Exchange Information), representation, warranty, or statement made by or
on behalf of the Company, Shore Capital, or any other person and neither Shore
Capital, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by Shore Capital,
the Company, or their respective officers, directors, employees or agents.
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. Neither the Company nor Shore
Capital are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in Depositary Interests representing the Placing
Shares (ISIN: AU000XINEAK5) following Placing Admission will take place within
CREST provided that, subject to certain exceptions, the Bookrunner reserves
the right to require settlement for, and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems necessary if
delivery or settlement of Depositary Interests is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
Following the closing of the Bookbuild, each Placee allocated Placing Shares
will be sent an electronic trade confirmation or contract note stating the
number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Bookrunner (as agent for the Company) and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the CREST or certificated settlement instructions that it has in place
with the Bookrunner.
It is expected that settlement in respect of the Placing Shares will be on 17
February 2023 on a T+5 basis in accordance with the instructions set out in
the trade confirmation.
In the event of any difficulties or delays in the admission of Depositary
Interests representing the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Bookrunner may agree that the
Placing Shares should be issued in certificated form. The Bookrunner reserves
the right to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem 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.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate from time to time of Barclays Bank PLC
as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify the
Bookrunner (as agent for the Company) on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares to the Bookrunner,
each Placee confers on the Bookrunner all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or 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 UK stamp duty or
stamp duty reserve tax or securities transfer tax.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Shore Capital, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its subscription of Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a prospectus,
admission document or other offering document in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information"), 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 the Company's announcements and circulars
published in the past 12 months and that it is able to obtain or access such
information or comparable information concerning publicly traded companies
without undue difficulty;
4. acknowledges that none of Shore Capital, the Company, any
of their respective affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material regarding the
Placing Shares or the Company other than this Announcement; nor has it
requested any of Shore Capital, the Company, their respective affiliates or
any person acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of Shore Capital,
their affiliates or any person acting on its or their behalf has or shall have
any liability for any information, representation or statement contained in
this Announcement or any information previously or concurrently published by
or on behalf of the Company, and will not be liable for any Placee's decision
to participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or representations,
warranties or statements made by Shore Capital, the Company or any of their
respective directors, officers or employees or any person acting on behalf of
any of them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee or any
material prepared by the research department Shore Capital (the views of such
research department not representing and being independent from those of the
Company and the corporate finance department of Shore Capital and not being
attributable to the same)), and neither Shore Capital, nor the Company will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement.
Each Placee further acknowledges and agrees that it may not place the same
degree of reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges and agrees
that it has relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing and
it will not rely on any investigation that Shore Capital, its affiliates or
any other person acting on its or their behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning the Company
in accepting this invitation to participate in the Placing;
7. acknowledges that Shore Capital does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that the Bookrunner
is acting for it or its clients and that Shore Capital will be responsible for
providing protections to it or its clients;
8. acknowledges that Shore Capital, any of its affiliates or
any person acting on behalf of it or them has or shall have any liability for
the Exchange Information, any publicly available or filed 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;
9. that, save in the event of fraud (and to the extent
permitted by the Conduct of Business Sourcebook in the FCA's Handbook of Rules
and Guidance), none of Shore Capital, its ultimate holding company, nor any
direct or indirect subsidiary undertakings of that holding company, nor any of
their respective directors and employees shall be liable to Placees for any
matter arising out of the Bookrunner's role as placing agent or otherwise in
connection with the Placing and that where any such liability nevertheless
arises as a matter of law Placees will immediately waive any claim against any
of such persons which the relevant Placee(s) may have in respect thereof;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other United States regulatory authority;
11. represents and warrants that, except as otherwise permitted by
the Company that it is located outside the United States, it is not a US
Person, is subscribing for Placing Shares in an "offshore transaction" (within
the meaning of Regulation S) and is purchasing the Placing Shares for its own
account or is purchasing the Placing Shares for an account with respect to
which it exercises sole investment discretion and that it (and any such
account) is located outside the United States and is not a US Person or it is
a dealer or other professional fiduciary in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an estate or
trust), in reliance upon Regulation S;
12. acknowledges that no representation has been made as to the
availability of Rule 144 or any other exemption under the Securities Act for
the reoffer, resale, pledge or transfer of the Placing Shares;
13. it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and, unless otherwise
disclosed to the Bookrunner and the Company in writing, it is not acting on a
non-discretionary basis for the account or benefit of a person located within
the United States at the time the undertaking to subscribe for Placing Shares
is given;
14. it is not subscribing for any Placing Shares as a result of
(i) any "directed selling efforts" as that term is defined in Regulation S
under the Securities Act or (ii) any form of "general solicitation or general
advertising" within the meaning of Regulation D under the Securities Act;
15. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada, Australia, New
Zealand, Japan or South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions and represents and warrants that,
unless specifically agreed in writing with the Bookrunner, neither it nor the
beneficial owner of such Placing Shares will be a resident of Canada,
Australia, New Zealand, Japan or South Africa;
16. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
17. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection
with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2017; and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations (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, and it
will provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the Bookrunner may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Bookrunner on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be purchased by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as the Bookrunner may decide in its sole discretion;
18. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, represents and warrants that the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a Member State of the EEA other than
Qualified Investors (as defined in the Prospectus Regulation), or in
circumstances in which the prior consent of the Bookrunner has been given to
the offer or resale;
19. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the UK other than Qualified Investors (as
defined in the UK Prospectus Regulation), or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or resale;
20. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA prior to
Placing Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the Prospectus Regulation
(including any relevant implementing measure in any member state);
21. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the UK prior to
Placing Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the UK within the meaning of the UK Prospectus Regulation;
22. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;
23. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR with respect to anything done by it
in relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;
24. if in a Member State of the EEA, unless otherwise specifically
agreed with the Bookrunner in writing, represents and warrants that it is a
Qualified Investor within the meaning of the Prospectus Regulation;
25. if in the United Kingdom, represents and warrants that it is a
Qualified Investor within the meaning of the UK Prospectus Regulation and a
person: (i) who has professional experience in matters relating to investments
falling within Article 19(1) of the Order; (ii) falling within Article
49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order; or (iii) to whom this Announcement may otherwise be
lawfully communicated;
26. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
27. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Bookrunner;
28. undertakes that it (and any person acting on its behalf) will
make payment to the Bookrunner for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out herein and
in the electronic trade confirmation of contract note stating the number of
Placing Shares allocated to it and containing settlement instructions, failing
which the relevant Placing Shares may be placed with other subscribers or sold
as the Bookrunner may in its discretion determine and without liability to
such Placee and it will remain liable and will indemnify the Bookrunner on
demand for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax or security transfer tax (together
with any interest or penalties due pursuant to or referred to in these terms
and conditions) which may arise upon the placing or sale of such Placee's
Placing Shares on its behalf;
29. acknowledges that none of Shore Capital, any of its
affiliates, or any person acting on behalf of it or any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of Shore Capital and that Shore Capital
has no duties or responsibilities to it for providing the protections afforded
to its clients or customers or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
30. undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Shore Capital nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and Shore Capital in respect of the same on the basis that Depositary
Interests representing the Placing Shares will be credited to the CREST stock
account of the Bookrunner who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
31. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the 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;
32. acknowledges that time shall be of the essence in respect of
its obligations under this Appendix;
33. agrees that the Company, Shore Capital, and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to the Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this Announcement or a
copy thereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby;
34. agrees to indemnify on an after-tax basis and hold the
Company, Shore Capital and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
35. acknowledges that no action has been or will be taken by any
of the Company, the Bookrunner, or any person acting on behalf of the Company
or the Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
36. acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
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 associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
37. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or contract
note will continue notwithstanding any amendment that may in future be made to
the terms of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's
conduct of the Placing;
38. acknowledges that Shore Capital, or any of its affiliates
acting as an investor for their own account, may take up shares in the Company
and in that capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection with the
Placing;
39. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
40. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including this
Appendix.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given by the Placee to Shore Capital and the Company and
are irrevocable and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Shore Capital will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Shore Capital in the event that any
of the Company or Shore Capital has incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee should seek
its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Shore Capital does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Shore Capital or any of its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the 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 rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
DEFINITIONS
The following definitions apply throughout this Announcement, including the
Appendix:
''AIM'' the market of that name operated by the London Stock Exchange;
''AIM Rules'' the AIM Rules for Companies published by the London Stock Exchange from time
to time;
"Announcement" this announcement, including the Appendix;
"Appendix" the appendix to this Announcement;
"Bookbuild" the accelerated bookbuilding process in respect of the Placing to be carried
out by the Bookrunner on behalf of the Company;
"BookBuild Platform" the platform operated by BB Technology Limited and known as BookBuild which
will host the Retail Offer;
"Bookrunner" SCS;
"Capital Raising" together, the Placing, the Subscription and the Retail Offer;
"Capital Raising Shares" together, the Placing Shares, Subscription Shares and Retail Shares;
"certificated" or "in certificated form" an Ordinary Share recorded on the Company's share register as being held in
certificated form (namely, not in CREST);
"Company" or "Scotgold" Scotgold Resources Limited;
"Conditions" the conditions of the Placing as set out in the Placing Agreement and
summarised in the Appendix to this Announcement;
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the operator (as defined in the
said CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from
time to time;
"Depositary Interests" depositary interests representing Ordinary Shares issued by Computershare
Investor Services plc as depositary;
"Directors" the directors of the Company as at the date of this Announcement;
"Enlarged Share Capital" the Ordinary Shares in issue immediately following Admission, comprising the
Existing Ordinary Shares and the New Shares;
"Existing Ordinary Shares" the 59,523,291 Ordinary Shares with voting rights in issue at the date of this
Announcement;
"FCA" the Financial Conduct Authority in the UK or its successor from time to time;
"FSMA" the Financial Services and Markets Act 2000, as amended;
''Group'' the Company and its existing subsidiaries and subsidiary undertakings;
"Intermediary" an individual, company or other entity that manages and executes the buying
and selling of securities on behalf of Retail Investors;
"Issue Price" 40 pence per Capital Raising Share;
"London Stock Exchange" London Stock Exchange plc;
"New Shares" together, the Placing Shares and the Subscription Shares;
"Ordinary Shares" ordinary shares in the capital of the Company;
"Overseas Shareholders" holders of Existing Ordinary Shares who are neither resident in, nor have a
registered address in, the UK;
"pence" pence sterling, the lawful currency of the UK;
"Placees" means the institutional and other investors which the Bookrunner shall have
procured to agree to subscribe for the Placing Shares pursuant to the Placing
on the terms of the Appendix;
"Placing" the proposed placing of the Placing Shares at the Issue Price;
"Placing Admission" admission of the New Shares to trading on AIM becoming effective in accordance
with the AIM Rules;
"Placing Agreement" the placing agreement dated the same date as this Announcement between the
Company, the Bookrunner and SCC relating to the Placing;
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing;
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (including any relevant implementing legislation in any EEA State)
as amended from time to time;
"Prospectus Rules" the prospectus regulation rules published by the FCA pursuant to section 73A
of FSMA (as amended from time to time);
"Regulation S" Regulation S under the Securities Act;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Restricted jurisdictions" the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa and any other jurisdiction where the extension or availability of
the Placing would breach any applicable law;
"Retail Investors" investors in the usual type of an Intermediary's client base, which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations;
"Retail Offer" the offer of the Retail Shares, through Intermediaries, to Retail Investors in
the United Kingdom (anticipated to be announced shortly following the release
of this announcement);
"Retail Offer Admission" admission of the Retail Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
"Retail Shares" any Ordinary Shares to be issued by the Company under the terms of the Retail
Offer;
"SCC" Shore Capital and Corporate Limited, a private limited company incorporated in
England & Wales under the registered number 02083043 and having its
registered office at Cassini House, 57 St James's Street, London SW1A 1LD, and
the Company's nominated adviser for the purposes of the AIM Rules;
"SCS" Shore Capital Stockbrokers Limited, a private limited company incorporated in
England & Wales under the registered number 01850105 and having its
registered office at Cassini House, 57 St James's Street, London SW1A 1LD, and
the Company's bookrunner for the purposes of the Placing and Placing
Admission;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shareholders" holders of Existing Ordinary Shares or Ordinary Shares (as the context
requires) at the relevant time;
"Shore Capital" SCC and/or SCS, as the context requires;
"Subscribers" the Subscribing Directors;
"Subscribing Directors" the Directors whose names are set out under the heading "Director
Participation" above
"Subscription Agreements" the individual subscription agreements to be entered into between the Company
and each of the Subscribers, pursuant to which the Subscribers will agree to
subscribe for the Subscription Shares at the Issue Price;
"Subscription" or "Subscriptions" the subscriptions for the Subscription Shares at the Issue Price by the
Subscribers;
"Subscription Shares" the new Ordinary Shares to be issued pursuant to the Subscription Agreements;
"UK MAR" 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;
"UK Prospectus Regulation" means the retained EU law version of the Prospectus Regulation ((EU)
2017/1129) and the supplementing retained EU law version of the Commission
Delegated Regulation (EU) 2019/979, both of which form part of domestic law by
virtue of the European Union (Withdrawal) Act 2018;
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on the Company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction;
"£" pounds sterling, the lawful currency of the UK.
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