REG - Serinus Energy PLC - Placing and Retail Offer to raise up to £1 million
13/12/2024 07:00
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RNS Number : 9467P Serinus Energy PLC 13 December 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 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.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF SERINUS
ENERGY PLC OR OTHER EVALUATION OF ANY SECURITIES OFSERNIUS ENERGY PLC OR ANY
OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY
INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF 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").
13 December 2024
Press Release
Placing and Retail Offer to conditionally raise up to £1.0 million
Jersey, Channel Islands, 13 December 2024 Serinus Energy plc ("Serinus", "SEN"
or the "Company") (AIM:SENX, WSE:SEN), is pleased to announce that it has
conditionally raised gross proceeds of up to £0.75 million by way of a
placing of up to 30,039,101 new ordinary shares of NPV (the "Ordinary
Shares") in the capital of the Company (the "Placing Shares") at a price of
2.5 pence per Placing Share (the "Issue Price")(the "Placing").
In addition, the Company intends to carry out a separate retail offer of up to
10,000,000 new Ordinary Shares (the "Retail Offer Shares", and together with
the Placing Shares, the "New Ordinary Shares") at the Issue Price on the
Bookbuild Platform to raise gross proceeds (before fees and expenses) of up to
£0.25 million (the "Retail Offer", and together with the Placing, the
"Fundraising"). The Retail Offer will provide existing retail Shareholders in
the United Kingdom with an opportunity to participate in the Fundraising at
the Issue Price. 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. The results of the Retail Offer are expected to be
announced on 17 December 2024.
The Fundraising is conditional upon, amongst other things, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting. The
Fundraising has not been underwritten. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed.
Shore Capital Stockbrokers Limited ("SCS" or "Shore Capital") is acting as
sole bookrunner in connection with the Placing (the "Bookrunner").
Highlights
· The Company has conditionally raised, in aggregate, gross
proceeds of up to £0.75 million at the Issue Price.
· The Issue Price represents a discount of approximately 2.40 per
cent. to the 30-day VWAP of 2.56 pence per Existing Ordinary Share on 11
December 2024.
· Serinus intends to use the net proceeds of the Placing to
strengthen the Company's balance sheet and provide working capital to support
the artificial lift programme in Tunisia.
· Xtellus Capital Partners LLC ("Xtellus"), who currently hold
19.81% of the Company's issued share Capital, have subscribed for 20,100,000
New Ordinary Shares as part of the Placing which will increase their holding
to 29.9%. Additionally, Xtellus will subscribe for up to 4,000,000 New
Ordinary Shares if the Retail Offer is taken up in full to ensure Xtellus'
holding remains at 29.9%.
Related party transactions
Xtellus, a substantial shareholder of the Company for the purposes of the AIM
Rules, has agreed to subscribe for up to 24,100,000 Placing Shares (20,100,000
firm and 4,000,000 conditional, as described above).
As at 12 December 2024, being the latest practicable date prior to the date of
this announcement, so far as the Company is aware, Xtellus holds 23,958,324
Existing Ordinary Shares representing 19.81 per cent. of the Existing Ordinary
Share Capital. As such, Xtellus is a substantial shareholder of the Company
and its participation in the Placing is a related party transaction pursuant
to AIM Rule 13. The Directors consider, having consulted with the Company's
nominated adviser, Shore Capital and Corporate ("SCC"), that the terms of
Xtellus' participation in the Placing are fair and reasonable insofar as the
Shareholders are concerned
Directors' participation in the Placing
The Directors of the Company have subscribed for a total of 800,000 Placing
Shares as set out below:
Director Number of Placing Shares Shareholding following the Placing % shareholding following the firm Placing (excl. the Retail Offer)
Jeffrey Auld 800,000 5,792,954 3.84
Details of the Placing
As of the date of this Announcement, the Company has conditionally placed with
institutional and other investors of up to 30,039,101 Placing Shares in
aggregate at the Issue Price of 2.5 pence per Placing Share to raise up to
£0.75 million (before commissions and expenses). Following Admission, the New
Ordinary Shares will rank equally with the Existing Ordinary Shares.
Xtellus have subscribed for 20,100,000 New Ordinary Shares as part of the
Placing. Additionally, Xtellus will subscribe for up to 4,000,000 New Ordinary
Shares if the Retail Offer is taken up in full, which would result in the
Placing raising the full £0.75 million.
The Placing is conditional upon, inter alia, the Placing Agreement between
the Company and the Bookrunner not having been terminated in accordance with
its terms. The Retail Offer is conditional on the Placing but the Placing is
not conditional on the Retail Offer.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Admission is expected to take
place at 8.00 a.m. on 10 January 2025 and dealings in the New Ordinary Shares
are expected to commence at 8.00 a.m. on 10 January 2025 or, in each case,
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 31 January 2025).
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
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 JE00BNNMKT29. The TIDM is SENX.
About Serinus
Serinus is an international upstream oil and gas exploration and production
company that owns and operates projects in Tunisia and Romania.
For further information, please refer to the Serinus website
(www.serinusenergy.com) or contact the following:
Serinus Energy plc +44 204 541 7859
Jeffrey Auld, Chief Executive Officer
Calvin Brackman, Vice President, External Relations & Strategy
Shore Capital (Nominated Adviser & Broker)
Toby Gibbs +44 207 408 4090
Lucy Bowden
-Ends-
Important Notices
SCS and SCC are authorised and regulated by the FCA in the United Kingdom and
are acting exclusively for Serinus and no one else in connection with the
Placing, and SCS and SCC will not be responsible to anyone (including any
Placees) other than Serinus 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.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of their respective Representatives as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
The responsibilities of SCC as Serinus' nominated adviser under the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange and are
not owed to Serinus or to any Director or to any other person.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Serinus' plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Serinus,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Serinus and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on Serinus'
profitability and ability to access capital and credit, a decline in Serinus'
credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance
and results of Serinus may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of
Serinus speak only as of the date they are made. Except as required by
applicable law or regulation, Serinus expressly disclaims any obligation or
undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in Serinus'
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Serinus for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Serinus.
The Placing Shares to be issued pursuant to the Placing will be not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Neither the content of Serinus' website nor any website accessible by
hyperlinks on Serinus' website is incorporated in, or forms part of, this
Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 18 December 2024
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 7 January 2025
General Meeting 11.00 a.m. on 9 January 2025
Announcement of results of General Meeting 9 January 2025
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 10 January 2025
Crediting of the New Ordinary Shares in uncertificated form to CREST accounts 10 January 2025
Dispatch of share certificates in respect of the New Ordinary Shares within 10 business days of Admission
(if applicable)
Notes:
1. All references to times in this announcement are to London time.
2. The dates and times set out in the above timetable and in the
rest of this announcement are indicative only and may be subject to change. If
any such dates and times should change, the revised times and/or dates will be
notified by announcement via RNS.
3. All events in the above timetable scheduled to take place after
the General Meeting are conditional on the approval by the Shareholders of the
Resolutions.
PDMR Notification Form:
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jeffrey "Jeff" Auld
2 Reason for the notification
a) Position/status President and Chief Executive Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Serinus Energy plc
b) LEI
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of NPV
Identification code JE00BNNMKT29
b) Nature of the transaction Issue of Placing Shares
c) Price(s) and volume(s) Price(s) Volume(s)
2.5p 800,000
d) Aggregated information
Aggregate volume Price N/A - single transaction
e) Date of the transaction 12 December 2024
f) Place of the transaction AIM
d)
Aggregated information
Aggregate volume Price
N/A - single transaction
e)
Date of the transaction
12 December 2024
f)
Place of the transaction
AIM
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE "ANNOUNCEMENT") IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF IRELAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Capitalised terms not otherwise defined in this Appendix are as defined in the
section headed 'Definitions' in this Announcement of which this Appendix forms
a part.
These Terms and Conditions do not constitute an offer or invitation to
acquire, underwrite or dispose of, or any solicitation of any offer or
invitation to acquire, underwrite or dispose of, any Placing Shares or other
securities of the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing ("Placees") must inform
themselves about and observe any such restrictions and must be persons who are
able to lawfully receive this Announcement in their jurisdiction. In
particular, these Terms and Conditions do not constitute an offer or
invitation (or a solicitation of any offer or invitation) to acquire,
underwrite or dispose of or otherwise deal in any Placing Shares or other
securities of the Company in the United States of America, its territories and
possessions ("United States"), Canada, Australia, Japan, Republic of Ireland
or the Republic of South Africa or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful ("Restricted
Jurisdiction").
The Placing Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, taken
up, renounced, delivered or transferred, directly or indirectly, in the United
States or to or by a person resident in or for the account of any person in
the United States absent registration under the Securities Act or pursuant to
an available 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.
No public offering of the Placing Shares is being made in the United Kingdom
or elsewhere. Members of the public are not eligible to take part in the
placing and no public offering of Placing Shares is being or will be made.
This Announcement and the terms and conditions set out and referred to in it
are directed only at persons selected by Shore Capital who is (a) if in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments falling within article 19(1) of The Financial Services
and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who
fall within the definition of 'investment professionals' in article 19(5) of
the FPO or fall within the definition of 'high net worth companies,
unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and
(ii) are 'qualified investors' ("UK Qualified Investors") being persons within
the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it
forms part of UK domestic law by virtue of, the European Union (Withdrawal)
Act 2018 (as amended) (the "UK Prospectus Regulation"); (b) if in a member
state of the European Economic Area ("EEA"), persons who are 'qualified
investors' ("EEA Qualified Investors") being persons falling within the
meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (a), (b) and (c) together being
referred to as "Relevant Persons").
No action has been taken by the Company, Shore Capital, or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement.
This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company. 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 relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Distribution of this Announcement in certain
jurisdictions may be restricted or prohibited by law. Persons distributing
this announcement must satisfy themselves that it is lawful to do so.
These Terms and Conditions apply to Placees, each of whom confirms his or its
agreement, whether by telephone or otherwise, with Shore Capital to subscribe
and pay for Placing Shares in the Placing, and hereby agrees with Shore
Capital and the Company to be legally and irrevocably bound by these Terms and
Conditions which will be the Terms and Conditions on which the Placing Shares
will be acquired in the Placing and each such Placee is deemed to have read
and understood this Announcement in its entirety (including this Appendix) and
to be providing the representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix.
These Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which the
Terms and Conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. A Placee may not
assign, transfer, or in any manner, deal with its rights or obligations under
the agreement arising from the acceptance of the Placing, without the prior
written agreement of Shore Capital or in accordance with all relevant
requirements.
All times and dates in this Appendix are references to times and dates in
London (United Kingdom).
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
Shore Capital and Corporate Limited, which is authorised and regulated by the
FCA in the United Kingdom, acts as nominated adviser to the Company for the
purposes of the AIM Rules. Shore Capital Stockbrokers Limited is a member of
the London Stock Exchange and is authorised and regulated by the FCA in the
United Kingdom. Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited are acting exclusively for the Company and for no one
else in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Shore Capital or for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital under
FSMA or the regulatory regime established thereunder or in respect of
fraudulent misrepresentation, no representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by or on behalf of Shore Capital or by its
affiliates, agents, directors, officers and employees as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on these 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:-
i. 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;
ii. it is acquiring the Placing Shares for its own account or for an
account with respect to which it exercises sole investment discretion;
iii. if it is in the United Kingdom and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, any Placing Shares acquired by it in the Placing will not be
acquired or subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or resale to
persons in the United Kingdom other than to UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom to UK Qualified Investors,
or in circumstances in which the prior consent of Shore Capital has been given
to each such proposed offer or resale; and
iv. if it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation, any Placing Shares acquired or subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired or subscribed for with a view to their offer or resale to persons
in any member state of the EEA other than to EEA Qualified Investors or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to EEA Qualified
Investors, or in circumstances in which the prior consent of Shore Capital has
been given to each such proposed offer or resale.
Shore Capital does not make any representation to any Placees regarding an
investment in the Placing Shares.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Shore Capital.
All obligations of Shore Capital under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement, including
(without limitation) those referred to below under 'Conditions of the
Placing'.
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 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 as defined in the FCA 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/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 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; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The 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, Shore Capital will only procure investors who meet
the criteria of 'professional clients' or '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
Chapters 9A or 10A, respectively of the FCA Handbook Conduct of Business
Sourcebook (for the purposes of the UK Target Market Assessment) or MiFID II
(for the purposes of the EU Target Market Assessment); or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed. The Placing Shares will be allotted on 10 January 2025,
conditional upon Admission of such shares becoming effective on 10 January
2025 ("Admission").
Terms of the Placing
Shore Capital has, prior to the notification of this Announcement to the RNS,
entered into the Placing Agreement with the Company under which Shore Capital
has undertaken, on the terms and subject to the conditions set out therein, to
use their respective reasonable endeavours in each case as agent of the
Company, to procure Placees for the Placing Shares. This Appendix gives
details of the terms and conditions of, and the mechanics for participation
in, the Placing.
Each Placee's commitment to subscribe for Placing Shares under the Placing and
to participate in the Bookbuild (as defined below) will be agreed (by email,
orally or otherwise) with Shore Capital (as agent for the Company) and such
agreement will constitute a binding irrevocable commitment by a Placee,
subject to the Terms and Conditions set out in this Appendix, to subscribe for
and pay for Placing Shares ("Placing Participation") at the Issue Price of 2.5
pence per Placing Share ("Placing Price"). Such commitment is not capable of
variation, termination or rescission by the Placee in any circumstances except
fraud. Upon making this oral offer, each Placee has an immediate, separate,
irrevocable and binding obligation owed to Shore Capital, in each case as
agent for the Company, to pay Shore Capital (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the total number
of Placing Shares such Placee has agreed to subscribe for in the Placing. All
such obligations are entered into by the Placee with Shore Capital, acting in
its capacity as agent of the Company, and are therefore directly enforceable
by the Company.
Each Placee's allocation of Placing Shares will be agreed between Shore
Capital and the Company and will be confirmed by email or orally to each
Placee by Shore Capital (as agent for the Company). A contract note confirming
this allocation, the aggregate amount owed by such Placee and settlement
instructions ("Contract Note") will be despatched shortly. The oral
confirmation to such Placee by Shore Capital (as agent for the Company) will
constitute an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) in favour of Shore Capital and the Company
to subscribe for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. All obligations under the Placing
will be subject to fulfilment of the conditions referred to below under
'Conditions of the Placing' and to the Placing not being terminated on the
basis referred to below under 'Right to terminate the Placing Agreement'. By
participating in Placing, each Placee agrees that its rights and obligations
in respect of the Placing will terminate only in the circumstances described
below and will not be capable of rescission or termination by the Placee.
Shore Capital and its respective affiliates are entitled to enter bids as
principal in the Placing.
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 at the same time, on the
basis explained below under 'Registration and Settlement'.
The Company confirms that the Placing Shares will when issued, subject to the
constitution of the Company, rank pari passu in all respects and form one
class with the existing Ordinary Shares of the Company in issue on Admission,
including the right to receive dividends or other distributions after the date
of issue of the Placing Shares, if any. The Placing Shares are or will be
issued free of any encumbrance, lien or other security interest.
Applications for Admission
Applications will be made to the London Stock Exchange for the Placing Shares
to trading on the AIM, the market of that name operated by the London Stock
Exchange ("AIM"). Subject to the resolutions being passed at the general
meeting of shareholders, the details of which are set out in the Circular, it
is anticipated that settlement of the Placing Shares and Admission is
anticipated to become effective at 8.00am on 10 January 2025 and dealings in
the Placing Shares to commence at that time and date for normal account
settlement.
Bookbuild
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of Shore Capital and the Company.
Scaling back
Shore Capital (after consulting with the Company) reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee or the number
of Placing Shares to be subscribed for by all Placees in aggregate. Shore
Capital also reserves the right not to offer allocations of Placing Shares to
any person and not to accept offers to subscribe for Placing Shares or to
accept such offers in part rather than in whole. Shore Capital shall be
entitled to effect the Placing by such alternative method to the Bookbuild as
they shall in their sole discretion lawfully determine in the exercise of
their appointment and the powers, authority and discretion conferred on them
as Shore Capital.
To the fullest extent permissible by law, neither Shore Capital nor any
holding company of any of it, nor any subsidiary, branch or affiliate of Shore
Capital (each an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither Shore
Capital, nor any of its respective Affiliates nor any person acting on behalf
of any such person shall have any liability to Placees in respect of its
conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Shore Capital has agreed as agent of the
Company to use its reasonable endeavours to procure persons to subscribe for
the Placing Shares at the Placing Price, subject to these Terms and
Conditions. The Placing will not be underwritten.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Shore Capital under the Placing Agreement (which are
several, and not joint or joint and several) in respect of the Placing Shares
are conditional, inter alia, on:-
· the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
· the Company having complied with its obligations under
the Placing Agreement; and
· Admission taking place not later than 8.00am on 10
January 2025 or such later time or date as the Company and Shore Capital may
otherwise agree (but not being later than 8.00am on the Long Stop Date).
The Placing Agreement contains, inter alia, certain warranties and indemnities
from the Company for the benefit of Shore Capital.
If any of the conditions contained in the Placing Agreement ("Conditions") are
not fulfilled (or, where appropriate, waived in whole or part by Shore
Capital) by the times and dates stated (or such later dates as Shore Capital
and the Company may agree, being not later than 31 January 2025) the Placing
Agreement shall cease and determine and no party to the Placing Agreement will
have any claim against any other party for costs, damages, charges,
compensation or otherwise except that, amongst other things, Shore Capital
shall return to prospective Placees, in accordance with the Terms and
Conditions, any monies received from them.
Shore Capital may, in its absolute discretion and upon such terms as they
think fit, waive or extend the time for fulfilment of all or any part of any
of the Conditions which are capable of waiver or extension by them, but
provided that the latest time for fulfilment of any Condition shall not be
later than 8.00 a.m. on 10 January 2025. Any such waiver or extension will not
affect Placees' commitments as set out in this Announcement.
Right to terminate the Placing Agreement
Shore Capital may, in its absolute discretion, terminate the Placing
Agreement, inter alia, if:-
(i) the sum of the aggregate number of Placing Shares
set out in the notice given by Shore Capital to the Company of, inter alia,
the numbers of the Placing Shares resulting from the Bookbuild multiplied by
the Issue Price, is less than £1 million in aggregate (and Shore Capital and
the Company do not agree such lesser sum); or
(ii) the Company is in breach of any of its material
obligations under the Placing Agreement or cannot comply with any such
material obligation; or
(iii) any of the Warranties is, or as repeated immediately
prior to and on Admission (by reference to the facts, circumstances and
knowledge, opinions, intentions and expectations of the Company) would cause
it to be untrue or inaccurate or misleading in any material respect; or
(iv) there occurs or arises prior to Admission any
significant change or new material matter which would require to be notified
to shareholders of the Company or potential Placees (except to the extent that
a supplementary announcement or a supplementary Circular is published by the
Company); or
(v) the Company fails to accept the reasonable advice of
Shore Capital on a material matter concerning action to be taken in respect of
or in relation to the Placing, Admission or any other material matter
contained in this Announcement or the Circular; or
(vi) the Company is in material breach of the Act, the AIM
Rules for Companies, MAR, the Disclosure Guidance and Transparency Rules
("DTRs"), the FSMA or any other laws or regulations to which the Company or
any Group Company and/or the Directors are subject from time to time and, to
the extent it can be remedied, such breach has not been remedied within five
(5) Business Days; or
(vii) Shore Capital (acting reasonably, in good faith and at
its sole discretion) is not satisfied that it can proceed with the Placing or
Admission without defaulting on its responsibilities under the FSMA, MAR or
any other material regulatory requirement; or
(viii) any event of 'Force Majeure' (as defined in the Placing
Agreement) occurs prior to Admission which prevents any party not seeking to
terminate from performing its obligations under this Agreement; or
(ix) at any time prior to Admission, Shore Capital becomes
aware of any substantial change in any national or international political,
military, diplomatic, economic, financial or market conditions (including
disruption to trading on any relevant stock exchange) or currency exchange
rates or exchange controls or any statutory or regulatory matter which, in the
opinion of Shore Capital (acting reasonably, in good faith and after such
consultation with the Company as shall be practicable in the circumstances),
would have or be likely to have a material and adverse effect on the Placing,
the Retail Offer or dealings in the New Ordinary Shares in the secondary
market or is of such magnitude to render the Placing or the creation of a
market in the New Ordinary Shares temporarily or permanently impracticable or
inadvisable; or
(x) it shall come to the notice of Shore Capital that any
statement contained in this Announcement or the Circular (or any amendment or
supplement thereto) is or has become untrue, inaccurate or misleading in any
material respect, or matters have arisen which would, if this Announcement
and/or the Circular were issued at that time, constitute a material omission
therefrom (except to the extent that a supplementary announcement or a
supplementary Circular is published by the Company); or
(xi) Shore Capital believes (in its sole and absolute
discretion and acting in good faith) that termination is necessary in order to
preserve its reputation (without liability or continuing obligations on the
part of Shore Capital to the Company).
Following Admission, the Placing Agreement is not capable of termination to
the extent it relates to the Placing of any of the Placing Shares.
The exercise by Shore Capital of a right of termination (or any right of
waiver exercisable by Shore Capital contained in the Placing Agreement or the
exercise of any discretion under the Terms and Conditions set out herein is
within the absolute discretion of Shore Capital and Shore Capital will not
have any liability to Placees whatsoever in connection with any decision to
exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement to which this
Appendix is annexed, each Placee agrees that, without having any liability to
such Placee, Shore Capital may exercise the right: (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement (provided that
Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in
its absolute discretion, waive, in whole or in part, fulfilment of certain of
the conditions (but not including Admission); or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not satisfied (or, where
relevant, waived), the Placing Agreement is terminated or the Placing
Agreement does not otherwise become unconditional in all respects, the Placing
will not proceed and all funds delivered by Placees to Shore Capital pursuant
to the Placing and this Appendix will be returned to Placees at their risk
(without interest), and Placees' rights and obligations under the Placing
shall cease and determine at such time and no claim shall be made by Placees
in respect thereof.
Registration and Settlement
Irrespective of the time at which the Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below.
Settlement of transactions in the Placing Shares following Admission will take
place on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation within the CREST system ("CREST") (subject
to certain exceptions). Shore Capital 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 may deem necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in the
Announcement or would not be consistent with the regulatory requirements in
the jurisdiction of any Placee.
Subject to the resolutions being passed at the general meeting of shareholders
of the Company, the details of which are set out in the Circular, it is
expected that settlement for the Placing Shares will take place at 8.00 a.m.
on 10 January 2025 unless otherwise notified by Shore Capital.
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 2
percentage points above the base rate of Barclays Bank Plc as determined by
Shore Capital, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Shore Capital may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for its
account and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for 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 in any jurisdiction upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on Shore Capital all such authorities and powers necessary or
desirable to carry out any such sale and agrees to ratify and confirm all
actions which Shore Capital 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 Contract Note is copied and delivered
immediately to the relevant person within that organisation.
The Company confirms that, 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.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Further Terms, Confirmations and Warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings (as the case
may be) to Shore Capital (as agent of the Company) and the Company and their
respective directors, agents and advisers, in each case as a fundamental term
of its offer to acquire and subscribe for Placing Shares:
1 each Placee confirms, represents and warrants that it has read
and understood the Announcement (including this Appendix) in its entirety and
acknowledges that its Placing Participation will be governed by the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings in this Appendix;
2 each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix is legally
binding, irrevocable and is not capable of termination or rescission by such
Placee in any circumstances and that it has the funds available to pay the
Placing Price in respect of the Placing Shares for which it has given a
commitment under the Placing;
3 each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to receive, any
prospectus, offering memorandum, listing particulars or any other document
(other than the Announcement), any information given or any representations,
warranties, agreements or undertakings (express or implied), written or oral,
or statements made at any time by the Company or Shore Capital or by any
subsidiary, holding company, branch or associate of the Company or Shore
Capital or any of its respective officers, directors, agents, employees or
advisers, or any other person in connection with the Placing, the Company and
its subsidiaries or the Placing Shares and that in making its application
under the Placing it is relying solely on the information contained in the
Announcement and this Appendix and it will not be relying on any agreements by
the Company and its subsidiaries or Shore Capital, or any director, employee
or agent of the Company or of Shore Capital other than as expressly set out in
this Appendix, for which neither Shore Capital nor any of its respective
directors and/or employees and/or person(s) acting on their behalf shall to
the maximum extent permitted under law have any liability except in the case
of fraud;
4 each Placee acknowledges that the content of this Announcement
and any information publicly announced to a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this Announcement is
exclusively the responsibility of the Company and that neither Shore Capital,
nor any of its Affiliates, directors, officers, employees or agents, or any
person acting on behalf of any of them has or shall have any responsibility or
liability for any information, representation or statement contained in this
Announcement or any information previously or subsequently 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, any information previously published
by or on behalf of the Company 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 subscribe for the
Placing Shares is contained in this Announcement, any information publicly
announced to a Regulatory Information Service by or on behalf of the Company
on or prior to the date of this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements made by
Shore Capital or the Company, or any of their respective affiliates or any
person acting on behalf of any of them (including in any research report
prepared by any of them) and none of the foregoing persons will be liable for
any Placee's decision to accept an invitation to participate in the Placing
based on any such other information, representation, warranty or statement.
Each Placee further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
deciding to participate in the Placing and that neither Shore Capital nor any
of its respective Affiliates have made any representations to it, express or
implied, with respect to the Company, the Placing and the Placing Shares or
the truth, accuracy, completeness or adequacy of any publicly available
information about the Company or any other information that has otherwise been
made available to Placees concerning the Company, whether at the date of
publication, the date of this Announcement or otherwise, and each of them
expressly disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
5 each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks associated
with, and other characteristics of, the Placing Shares and, among others, of
the fact that it may not be able to resell the Placing Shares except in
accordance with certain limited exemptions under applicable securities
legislation and regulatory instruments;
6 each Placee confirms, represents and warrants, if a company or
partnership, that it is a valid and subsisting company or partnership and has
all the necessary capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents and
warrants that any person who confirms to Shore Capital on behalf of a Placee
an agreement to subscribe for Placing Shares is duly authorised to provide
such confirmation to Shore Capital;
7 each Placee agrees that the entry into the Placing Agreement
or the exercise by Shore Capital of any right of termination or any right of
waiver exercisable by Shore Capital contained in the Placing Agreement or the
exercise of any discretion is within the absolute discretion of Shore Capital,
and Shore Capital will not have any liability to any Placee whatsoever in
connection with any decision to exercise or not exercise any such rights. Each
Placee acknowledges that if: (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived); (ii) the Placing
Agreement is terminated; or (iii) the Placing Agreement does not otherwise
become unconditional in all respects; the Placing will lapse and such Placee's
rights and obligations in relation to the Placing shall cease and determine at
such time and no claim shall be made by any Placee in respect thereof;
8 each Placee acknowledges and agrees that Shore Capitals does
not act for, and that it does not expect any of Shore Capital to have any
duties or responsibilities towards, such Placee, including, without
limitation, for providing protections afforded to customers or clients of any
of Shore Capital under the FCA's Conduct of Business Sourcebook or advising
such Placee with regard to its Placing Participation and that such Placee is
not, and will not be, a customer or client of Shore Capital as defined by the
FCA's Conduct of Business Sourcebook in connection with the Placing. Likewise,
Shore Capital will not treat any payment by such Placee pursuant to its
Placing Participation as client money and governed by the FCA's Client Assets
Sourcebook;
9 each Placee undertakes and agrees that it will be responsible
for any stamp duty or stamp duty reserve tax or securities transfer tax in
relation to the Placing Shares comprised in its Placing Participation and that
neither Shore Capital nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or securities transfer tax in relation to
the Placing Shares comprised in such Placee's Placing Participation;
10 each Placee acknowledges and agrees that the Placing
Participation confirmed in writing by email or orally by each Placee to Shore
Capital (as agent for the Company) and further confirmed by the Contract Note
is a legally binding contract between it and Shore Capital and the Company
subject to any scaling back, as described above, in Shore Capital's absolute
discretion and the Terms and Conditions of such Placee's Placing Participation
will be governed by, and construed in accordance with, the laws of England and
Wales, to the exclusive jurisdiction of whose courts such Placee irrevocably
agrees to submit;
11 each Placee agrees that it will ensure delivery and payment is
completed in accordance with the settlement instructions set out in the
Contract Note and acknowledges and agrees that time shall be of the essence as
regards such Placee's obligations pursuant to its Placing Participation;
12 each Placee acknowledges and agrees that it is the responsibility
of such Placee (if it is outside of the United Kingdom) to satisfy itself
that, in doing so, such Placee complies with the laws and regulations of any
relevant territory in connection with its Placing Participation and that it
obtains any requisite governmental or other consents and observes any other
applicable formalities;
13 each Placee acknowledges and agrees that the Announcement does
not constitute an offer to sell, or the solicitation of an offer to subscribe
for or buy, Placing Shares in any jurisdiction in which such an offer or
solicitation is unlawful. Accordingly, such Placee acknowledges and agrees
that the Placing Shares may not, subject to certain limited exceptions, be
offered or sold, directly or indirectly, in or into the United States, any
province of Canada or Australia, Japan, Republic of Ireland or the Republic of
South Africa or offered or sold to, or for the account or benefit of, a
national, citizen or resident of the United States, any province of Canada or
Australia, Japan, Republic of Ireland or the Republic of South Africa, in each
case subject to limited exemptions, or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction;
14 each Placee acknowledges and agrees that the Placing Shares have
not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Canadian, Japan, Republic of Ireland ese, Australian
or South African securities legislation and therefore the Placing Shares may
not be offered, sold, transferred or delivered directly or indirectly into the
United States, Canada, Japan, Republic of Ireland, Australia or the Republic
of South Africa or their respective territories and possessions, subject to
limited exemptions, and in the case of the United States, pursuant to an
exemption from, or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with United States
securities laws;
15 each Placee acknowledges and agrees that the allocation of the
Placing Shares to Placees located in the United States of America shall be
conditional on the execution by each such Placee of an investor representation
letter (each an "Investor Representation Letter") in the form provided to it.
The Company shall not be obligated to allot any Placing Shares to any Placees
in the United States of America unless it has received an executed Investor
Representation Letter from each such Placee attesting to certain factual
representations, warranties and acknowledgements, in a form satisfactory to
the Company.
16 each Placee acknowledges and agrees that it and the person(s), if
any, for whose account or benefit it is subscribing for the Placing Shares was
given and it is not acquiring 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 of America;
17 each Placee acknowledges and agrees that it and the person(s), if
any, for whose account or benefit it is subscribing for Placing Shares is, and
at the time it subscribes for the Placing Shares will be either (a) outside
the United States of America and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S; or (b) if in the
United States of America, a qualified institutional buyer within the meaning
of Rule 144A under the Securities Act and will have duly executed an investor
letter in a form provided to it;
18 each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories, obtained all
requisite governmental or other consents which may be required, in connection
with its Placing Participation and complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its offer
commitment in any territory and that it has not taken any action or omitted to
take any action which will or may result in Shore Capital, the Company or any
of their respective directors, officers, agents, employees or advisers acting
in breach of the legal or regulatory requirements of any territory in
connection with the Placing or such Placee's Placing Participation;
19 each Placee confirms, represents and warrants if it is receiving
the Placing in circumstances under which the laws or regulations of a
jurisdiction other than the United Kingdom would apply, that it is a person to
whom the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
20 each Placee confirms, represents and warrants if it is a resident
in any EEA state, it is (i) an EEA Qualified Investor; and (ii) a
'professional client' or an 'eligible counterparty' within the meaning of
Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive
2004/39/EC as implemented into national law of the relevant EEA state;
21 each Placee confirms, represents and warrants if it is outside
the United Kingdom, neither this Announcement nor any other offering,
marketing or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any person whom
it is procuring to subscribe for Placing Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such documents or
materials could lawfully be provided to it or such person and Placing Shares
could lawfully be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or other
regulatory or legal requirements;
22 each Placee confirms, represents and warrants if it is a resident
in the UK: (i) it is a UK Qualified Investor and (ii) it is a person of a kind
described in Article 19 and/or Article 49 of the FPO and it understands that
the information contained in this Appendix is only directed at any of the
following: (A) persons falling within Article 19 of the FPO having
professional experience in matters relating to investments; (B) persons
falling within Article 49 of the FPO (including companies and unincorporated
associations of high net worth and trusts of high value); (C) persons falling
within Article 43(2) of the FPO or (D) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or investment
activity to which this Appendix relates is available to it as such a person or
will be engaged in only with it as such a person;
23 each Placee confirms, represents and warrants that it does not
have a registered address in and is not a citizen, resident or national of,
any jurisdiction in which it is unlawful to make or accept an offer of the
Placing Shares and it is not acting on a non-discretionary basis for any such
person;
24 each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the jurisdiction in which
such Placee is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to such
subscription; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of Shore Capital or the
Company;
25 that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in any of Shore Capital, the Company or any of their
respective affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
26 each Placee confirms, represents and warrants it is acting as
principal and for no other person and that its Placing Participation will not
give any other person a contractual right to require the issue or sale by the
Company of any Placing Shares;
27 each Placee confirms, represents and warrants that in accepting
its Placing Participation it is not applying for registration as, or as a
nominee or agent for, a person who is or may be a person mentioned in sections
67 to 72 inclusive and sections 93 to 97 inclusive of the UK Finance Act 1986;
28 each Placee confirms, represents and warrants that, to the extent
applicable to it, it is aware of its obligations in connection with MAR, UK
Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime and
Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act
2002 and the Financial Services and Markets Act 2000 (each as amended), it has
identified its clients in accordance with the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and it has complied fully with its obligations pursuant to those Regulations;
29 each Placee acknowledges and agrees that all times and dates in
the Announcement and the Terms and Conditions set out in this Appendix may be
subject to amendment and that Shore Capital will notify it of any such
amendments;
30 where it is acquiring the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account and it has full power to make the acknowledgements, representations
and agreements herein on behalf of each such account;
31 that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
32 each Placee acknowledges and agrees that no term of the agreement
confirmed by the Contract Note shall be enforceable under the Contracts
(Rights of Third Parties) Act 1999 by any person other than the Company or
Shore Capital or any affiliate of Shore Capital or any Indemnified Persons (as
hereinafter defined);
33 each Placee acknowledges that any of its monies held or received
by any Shore Capital will not be subject to the protections conferred by the
Client Money Rules of the Financial Conduct Authority ("FCA");
34 each Placee confirms and agrees that, in connection with any
permitted transfer, the Company or Shore Capital will have the right to
obtain, as a condition to such transfer, a legal opinion of counsel, in form
and by counsel satisfactory to the Company or Shore Capital, that no
Securities Act registration is or will be required along with appropriate
certifications by the transferee as to the 'Accredited Investor' status and/or
other appropriate matters;
35 each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted the Announcement
or any other presentation or offering materials concerning the Placing Shares
within the United States, nor will it do any of the foregoing. Such Placee
further confirms that it understands that the information in the Announcement,
including financial information, may be materially different from any
disclosure that would be provided in a United States offering;
36 each Placee confirms, represents and warrants that if it has
received any confidential price sensitive information about the Company in
advance of the Placing, it has received such information within the market
soundings regime provided for in article 11 of MAR and associated delegated
regulations and has not: (a) dealt in the securities of the Company; (b)
encouraged or required another person to deal in the securities of the
Company; or (c) disclosed such information to any person, prior to the
information being made publicly available;
37 each Placee confirms, represents and warrants that, in making its
investment decision with respect to the Placing Shares:
37.1 it has not relied on the Company or any of its respective affiliates
or on any document published by any of them (other than the Announcement);
37.2 it has the ability to bear the economic risk of its investment in the
Placing Shares and has no need for liquidity with respect to its investment in
the Placing Shares;
37.3 it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and suitability of
investing in the Placing Shares, and is able to sustain a complete loss of any
investment in the Placing Shares;
37.4 it has investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the
Placing Shares;
37.5 if it is a 'financial intermediary' in the United Kingdom, as that
term is used in Article 5(1) of the UK Prospectus Regulation, 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 United Kingdom other than to UK
Qualified Investors, or in circumstances in which the prior consent of Shore
Capital has been given to the offer or resale;
37.6 if it is a 'financial intermediary' in a member state of the EEA, as
that term is used in Article 5(1) of the EU Prospectus Regulation, 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 to
EEA Qualified Investors, or in circumstances in which the prior consent of
Shore Capital has been given to the offer or resale; and
37.7 it has not offered or sold and will not offer or sell any Placing
Shares to the public in the United Kingdom or any member state of the EEA
except in circumstances falling within Article 5(1) of the UK Prospectus
Regulation or the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the EU Prospectus Regulation;
38 each Placee acknowledges and agrees that neither Shore Capital,
nor any of its respective Affiliates or any person acting on behalf of any of
them, is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and that it is not entitled to the protections afforded to clients
of Shore Capital in connection with the Placing and that neither Shore Capital
nor any of its respective Affiliates nor any of its respective officers,
directors, employees or advisers shall be liable for any losses (including,
without limitation, loss of profit, loss of business or opportunity and
special interest or consequential losses), damages or costs of the Placee save
as a result of fraud or for death or personal injury;
39 each Placee acknowledges and agrees the Placing does not
constitute a recommendation or financial product advice and Shore Capital has
not had regard to its particular objectives, financial situation and needs;
40 each Placee acknowledges that the Company, Shore Capital, CREST,
the Registrar, any transfer agent, any distributors or dealers and their
respective affiliates and others will rely on the truth and accuracy of the
foregoing warranties, acknowledgements, representations, undertakings and
agreements, and agrees to notify the Company and Shore Capital promptly in
writing if any of its warranties, acknowledgements, representations,
undertakings or agreements set out above cease to be accurate and complete and
to indemnify and hold harmless on an after-tax basis the Company, Shore
Capital and any of their respective officers, directors, agents, employees or
advisers ("Indemnified Persons") from and against any and all loss, damage,
liability or expense, including reasonable costs and attorneys' fees and
disbursements, which an Indemnified Person may incur by reason of, or in
connection with, any representation or warranty made by such Placee as set out
above not having been true when made, any misrepresentation made or any
failure by such Placee to fulfil any of its undertakings or agreements set out
above or any other document such Placee provides to the Company or Shore
Capital. Such Placee irrevocably authorises each of the Company and Shore
Capital to produce a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby;
41 acknowledges that it irrevocably appoints any member or officer
of Shore Capital as its agent for the purposes of executing and delivering to
the Company and/or the Registrar any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing; each Placee acknowledges that the
rights and remedies of Shore Capital and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one right or
remedy will not prevent the exercise of the other rights and/or remedies;
42 each Placee acknowledges and agrees that its commitment to
subscribe for Placing Shares on the terms set out herein and in the trade
confirmation will continue notwithstanding any amendment that may in future be
made to the Terms and Conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Shore Capital's conduct of the Placing;
43 each Placee acknowledges and agrees that in connection with the
Placing, Shore Capital and any of its respective Affiliates acting as an
investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to Shore Capital and any of its
respective Affiliates acting in such capacity. In addition, Shore Capital may
enter into financing arrangements and swaps with investors in connection with
which Shore Capital may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither Shore Capital
nor any of its respective Affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
44 each Placee authorises and instructs Shore Capital, the Company
and their respective agents to receive and hold any personal data and
information of or belonging to the Placee which is received in relation to the
Placing, and it consents to the lawful use by Shore Capital, the Company and
their respective agents of such data and information for the purposes of the
Placing; and
45 each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with the Announcement and these Terms and Conditions on the due time and date
set out herein, failing which the relevant Placing Shares may be placed with
other subscribers or sold as Shore Capital may in its sole discretion
determine and without liability to such Placee and such Placee will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve 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.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company and
Shore Capital (for its own benefit and, where relevant, the benefit of their
respective officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that the neither the Company nor Shore Capital owes any fiduciary
or other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Responsibility
The Terms and Conditions set out in this Appendix and the Announcement of
which it forms part have been issued by the Company and are the sole
responsibility of the Company.
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