REG - Star Energy Group - Launch of Placing, Subscription and Retail Offer
30/04/2026 17:00
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RNS Number : 6692C Star Energy Group PLC 30 April 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, 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 ONLY 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 STAR
ENERGY GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF STAR ENERGY GROUP
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"). 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.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
For immediate release
30 April 2026
Star Energy Group plc
("Star Energy" or the "Company")
Placing and subscription to raise approximately £8.4 million and Retail
Offer of up to £0.6 million
Further to the announcement made by the Company of its full results for the
year ended 31 December 2025 that was released at 7.00 a.m. on 29 April 2026,
Star Energy (AIM: STAR), a British energy company with core activities
centring on oil and gas extraction, announces that it is proposing to
undertake a conditional placing of approximately 56 million new ordinary
shares of 0.002 pence each (the "Ordinary Shares") in the capital of the
Company (the "Placing Shares") at a price of 15 pence per Placing Share (the
"Issue Price") to raise gross proceeds (before expenses) of approximately
£8.4 million (the "Placing").
The Company also proposes to raise £31,000 (before expenses) by way of a
conditional subscription, comprising the issue of 206,665 new Ordinary
Shares (the "Subscription Shares") at the Issue Price (the "Subscription").
Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and
Philip Jackson, being the directors of the Company ("Directors"), will enter
into subscription letters to subscribe for the Subscription Shares at the
Issue Price.
In addition to the Placing and the Subscription, it is proposed that there
will be a separate conditional retail offer to existing Shareholders via the
BookBuild Platform (the "Retail Offer", together with the Placing and the
Subscription, the "Fundraising") up to £0.6 million at the Issue Price via
the issue of further new Ordinary Shares (the "Retail Offer Shares", together
with the Placing Shares and the Subscription Shares, the "New Ordinary
Shares").
The New Ordinary Shares (assuming that the maximum number of Placing Shares,
Subscription Shares and Retail Offer Shares will be allotted and issued) will
represent approximately 31.5 per cent. of the Company's enlarged share capital
immediately following Admission (the "Enlarged Share Capital") and the Issue
Price represents a discount of approximately 9.2 per cent. to the Closing
Price of 16.25 pence per Ordinary Share on 30 April 2026, being the date of
the release of this announcement.
The New Ordinary Shares 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 in respect of such Ordinary Shares after
the date of issue.
Background to and reasons for the Fundraising
Over the past 18 months, Star Energy has taken decisive action to right-size
the business, strengthen the balance sheet and refocus the Group on value
creation from its core UK oil and gas portfolio.
The Group's UK onshore oil and gas business remains cash generative, with
production of 1,886 boepd in 2025 and 2026 production guidance of
approximately 2,000 boepd. The Singleton gas‑to‑wire project is targeting
a Q2 2026 start-up and bolsters production, with a forecast production c.74
boe/d. The portfolio is underpinned by 2P reserves of 15.7 mmboe, a strong
operational track record and a material UK tax loss position of approximately
£260 million. During 2025, the Group delivered net cash from operations
before working capital and tax of £8.7 million, notwithstanding a weaker
commodity price environment, and achieved more than £2.0 million of G&A
savings.
These actions have created a leaner, more resilient platform from which the
Board believes the Company can pursue disciplined growth. The Board's
objective is to significantly increase profitable production through a
combination of value-accretive acquisitions and selective investment in
organic in-field and near-field opportunities within the existing portfolio.
The Board believes that the current UK oil and gas market presents an
opportunity for well-capitalised and experienced operators. The sector has
been, and continues to be, characterised by consolidation and subsequent
portfolio rationalisation, creating opportunities to acquire cash generative
production assets from vendors seeking to streamline their asset bases or exit
non-core positions. The Directors believe that Star Energy's UK operating
experience, reduced cost base and substantial tax loss position provide a
strong platform from which to pursue such opportunities.
In parallel, the Group has a number of permitted organic development
opportunities within its existing portfolio, including the Glentworth West
development and the Corringham infill well.
The Group has also taken steps to sharpen its strategic focus. As announced on
24 April 2026, Star Energy signed an agreement for the sale of its Croatian
geothermal subsidiary, IGeoPen d.o.o., to Enna Geo d.o.o. IGeoPen holds the
Ernestinovo, Sječe and Pčelić geothermal exploration licences in Croatia.
The transaction, which remains subject to completion, comprises initial cash
consideration of €1.5 million, of which Star Energy's share is €1.3
million, together with a potential earn-out of €0.5 million per licence
payable on the commercial operation date of a geothermal power plant developed
on each licence.
The sale is consistent with the Board's disciplined approach to capital
allocation. Subject to completion, it is expected to release approximately
€5.2 million of restricted cash, remove future licence commitments and
ongoing costs associated with the Croatian business, and allow management to
concentrate on the Group's UK oil and gas and UK geothermal opportunities.
Following completion, Star Energy's geothermal activity will be focused on
maintaining a capital efficient UK development platform, where early-stage
expenditure can be kept low and progression is expected to be supported by
grant funding, third-party capital and/or an improved policy framework.
The Directors therefore believe that the Fundraising represents the logical
next step for Star Energy. The business's cost base has been reset, the
balance sheet has improved and the Group is now positioned to pursue
disciplined, UK-focused growth. The Board believes that additional capital
will strengthen Star Energy's ability to increase profitable production,
enhance cash generation and support the delivery of shareholder value from a
more resilient operating platform.
Use of Proceeds
Star Energy proposes to use the net proceeds of the Fundraising to support its
strategy of significantly increasing profitable production through both
inorganic and organic means.
A key focus will be the acquisition of value-accretive production assets,
initially focused on UK opportunities, including the UK Continental Shelf. The
Directors believe that the current market environment is creating
opportunities to acquire producing assets from companies seeking to
rationalise portfolios, reduce exposure to mature UK assets or reallocate
capital elsewhere.
Star Energy intends to focus on operated or non‑operated portfolios of up to
approximately 2,500 boepd. The Company will apply a disciplined acquisition
framework, with particular emphasis on:
· near-term cash generation;
· robust underlying economics;
· manageable decommissioning exposure;
· limited near‑term capital expenditure requirements;
· clear downside protection; and
· the ability to utilise the Group's UK tax loss position.
The Board believes that acquisitions of profitable UK production assets could
be particularly valuable for Star Energy given the Group's approximately £260
million of available UK tax losses, its reduced corporate overhead base and
its UK operating and regulatory experience. Where onshore acquisition
opportunities arise, the Company may also be able to benefit from operational
efficiencies through its existing scalable operating platform.
The net proceeds may also be used to progress selected organic in-field and
near-field development opportunities within the Company's existing
portfolio. These include permitted projects such as Glentworth West and
Corringham, where the Company has identified opportunities to add production
and reserves. This expenditure will by its nature be phased.
Any such expenditure will be phased and subject to the Board's capital
allocation criteria, with capital deployed only where projected risk-adjusted
returns meet the Company's hurdle rates. The Board's priority is to deploy the
net proceeds of the Fundraising in a manner that increases profitable
production, strengthens the Group's asset base and enhances cash generation.
It is envisaged that successful value-accretive acquisitions investment,
whether through acquisition or organic development, would provide additional
cash flow to support further inorganic and organic growth opportunities, while
maintaining the Company's disciplined approach to capital allocation.
Details of the Placing
Zeus Capital Limited ("Zeus") is acting as nominated adviser to Star Energy
and broker and bookrunner and VSA Capital Limited is acting as agent in
connection with the Placing.
The Placing will be effected by way of an accelerated bookbuild (the "ABB") at
the Issue Price.
The ABB will open with immediate effect following the release of this
Announcement in accordance with the terms and conditions set out at Appendix
I to this Announcement.
The Placing is conditional upon, among other things, (i) the Placing Agreement
between the Company and Zeus not having been terminated in accordance with its
terms and (ii) the passing of the Resolutions at the General Meeting (see
General Meeting section below for further details).
The timing for the close of the ABB and allocation of the Placing Shares shall
be at the absolute discretion of Zeus, in consultation with the Company. The
final number of Placing Shares to be issued pursuant to the Placing will be
agreed by Zeus and the Company at the close of the ABB. The result of the
Placing will be announced as soon as practicable thereafter. The Placing is
not being underwritten. The Placing Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where it would be
unlawful to do so.
Details of the Subscription
The Company proposes to raise approximately £31,000 (before expenses) by way
of a conditional Subscription, comprising the issue of 206,665
Subscription Shares at the Issue Price. Ross Glover, Frances Ward, Kate
Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being the
Directors, will enter into subscription letters to subscribe for the
Subscription Shares at the Issue Price.
The Subscription is conditional upon (amongst other things) the passing of the
Resolutions, the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 19 May 2026 (or such later date and/or
time as Zeus and the Company may agree, being not later than 8.00 a.m. on 29
May 2026).
Details of the Retail Offer
The Retail Offer will be directed solely at existing Shareholders and is
intended to give retail Shareholders in the Company an opportunity to
participate in the Fundraising. A separate announcement will be made by the
Company following the close of the Placing regarding the Retail Offer and its
terms. Those investors who subscribe for Retail Offer Shares pursuant to the
Retail Offer will do so pursuant to the separate terms and conditions of the
Retail Offer that are contained in that announcement. The Placing is not
conditional upon any minimum amount being raised under the Retail Offer. For
the avoidance of doubt, the Retail Offer is not part of the Placing. The
launch of the Retail Offer will be announced separately following this
announcement. The Retail Offer will conclude prior to the deadline for receipt
of voting proxy forms in connection with the General Meeting and the Retail
Offer Shares shall be admitted simultaneously with admission of the Placing
Shares. If the Placing is terminated prior to admission, the Retail Offer
shall also lapse.
General Meeting
The Directors do not currently have authority to allot the expected total
number of New Ordinary Shares to be issued pursuant to the Fundraising and
therefore the Directors will seek further authority to allot the New Ordinary
Shares on a non-pre-emptive basis for cash at a general meeting of the Company
("General Meeting"), which is expected to be held at 10.30 a.m. on 18 May
2026. Accordingly, the Fundraising is conditional, inter alia, on the passing
of certain resolutions ("Resolutions") by Shareholders at the General Meeting
in order to grant such further authority to the Directors.
A circular containing, inter alia, further details of the Fundraising and a
notice convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders in due course and
the Circular, once published, will be notified and made available on the
Company's website at https://www.starenergygroupplc.com/
(https://www.starenergygroupplc.com/) .
Shareholders should note that the Fundraising is wholly conditional upon,
inter alia, the Resolutions, which are required to implement the Fundraising,
being duly passed by Shareholders at the General Meeting.
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. It is expected that Admission will
become effective and that dealings in the New Ordinary Shares will commence,
at 8.00 a.m. on or around 19 May 2026, subject to passing of the Resolutions
at the General Meeting.
The New Ordinary Shares will, on Admission, rank pari passu in all respects
with the existing Ordinary shares ("Existing Ordinary Shares") in issue and
will rank in full for all dividends and other distributions declared, made or
paid on Ordinary Shares after Admission. Definitive share certificates in
respect of the New Ordinary Shares will be despatched within 10 business days
of Admission.
The ISIN number of the New Ordinary Shares is GB00BZ042C28. The TIDM is STAR.
Participation of the Directors in the Fundraising
The Directors have agreed to subscribe for New Ordinary Shares pursuant to the
Subscription. The number of New Ordinary Shares subscribed for by each
participating Director and their resulting shareholdings upon Admission are
set out below:
Director Number of Subscription Shares Number of Ordinary Shares held at the date of this Announcement Number of Ordinary Shares held following the Subscription
Ross Glover 40,000 442,446 482,446
Frances Ward 33,333 203,754 237,087
Kate Coppinger 33,333 - 33,333
Anthony White 33,333 - 33,333
Aneliya Erdly 33,333 - 33,333
Philip Jackson 33,333 - 33,333
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Appendix I to this Announcement sets out further
information relating to the terms and conditions of the Placing.
For further information please contact:
Star Energy Group plc
Tel: +44 (0)20 7993 9899
Ross Glover, Chief Executive Officer
Frances Ward, Chief Financial Officer
Zeus Capital Limited (Nominated Adviser & Broker)
Tel: +44 (0)203 829 5000
Antonio Bossi, Darshan Patel, Liv Highton (Investment Banking)
Simon Johnson, Alex Bartram (Corporate Broking)
Vigo Consulting
Tel: +44 (0)207 597 5970
Patrick d'Ancona/Amelia Thorn
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Announcement of the results of Placing and Subscription 1 May
Publication and posting of the Circular and Forms of Proxy 1 May
Announcement of Retail Offer 1 May
Close of Retail Offer 6 May
Announcement of results of Retail Offer 7 May
Latest time and date for receipt of Forms of Proxy or electronic proxy 10.30am on 14 May
appointments for the General Meeting
General Meeting 18 May
Announcement of results of the General Meeting 18 May
Admission and commencement of dealings in the New Ordinary Shares on AIM 19 May
CREST accounts expected to be credited with New Ordinary Shares in 19 May
uncertificated form (uncertificated holders only)
Expected dispatch of definitive share certificates in respect of New Ordinary within 10 business days of Admission
Shares to be issued in certificated form (certificated holders only)
Long Stop Date for Admission 29 May
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise
stated.
3. The admission and commencement of dealings in the New Ordinary
Shares on AIM are conditional on, inter alia, the passing of the Resolution at
the General Meeting and Admission.
Important Notices
Zeus Capital Limited is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting exclusively for Star
Energy and no one else in connection with the Placing, and Zeus will not be
responsible to anyone (including any Placees) other than Star Energy 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 Zeus 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 Zeus as Star Energy's nominated adviser under the AIM
Rules for Nominated Advisers is owed solely to the London Stock Exchange and
are not owed to Star Energy or to any Director or to any other person.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under Regulation (EU) 2017/1129 ("EU Prospectus
Regulation"), or under the Public Offers and Admissions to Trading Regulations
2024 (the "POATR"), as the case may be, which does not result in any
requirement for the publication of a prospectus or contravenes regulation 12
of POATR. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA, as amended, does
not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to Star
Energy's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of Star Energy (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which Star Energy operates) that could cause the actual
performance or achievements on Star Energy to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. 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 appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. 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 ("Member States") of the European Economic Area ("EEA") who are
qualified investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129; and (b) in the United Kingdom, persons (i) who have professional
experience in matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) who are members or creditors of the Company within the meaning of
article 43 of the Order; or (iii) who fall within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) to whom it may otherwise be lawfully communicated; (all such persons
together being referred to as "Relevant Persons").
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, New Zealand 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, New Zealand or Japan or any other jurisdiction
outside the United Kingdom or the EEA.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Star Energy's 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 Star Energy,
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 Star Energy and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
Star Energy 's profitability and ability to access capital and credit, a
decline in Star Energy 's 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 Star Energy 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 Star
Energy speak only as of the date they are made. Except as required by
applicable law or regulation, Star Energy 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 Star
Energy's 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 Star Energy for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of Star Energy.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Placing, by making or
accepting an oral, electronic or written and legally binding offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety and to be making an offer and acquiring the Placing Shares on
the terms and subject to the conditions contained herein and to be providing
the confirmations, representations, warranties, agreements, acknowledgements
and undertakings contained in Appendix I.
Neither the content of Star Energy's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained
within 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 such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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 Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Zeus will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.
EEA product governance
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 in
the European Economic Area (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 (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
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 Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, Zeus will only procure investors in Placing who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
THIS APPENDIX CONTAINS IMPORTANT INFORMATION ON THE PLACING FOR INVITED
PLACEES ONLY. FOR THE AVOIDANCE OF DOUBT, THESE TERMS DO NOT APPLY TO THE
RETAIL OFFER OR ANY INVESTMENT BY AN INTERMEDIARY OR RETAIL INVESTOR PURSUANT
TO THE RETAIL OFFER.
THE DISTRIBUTION OF THIS ANNOUNCEMENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT,
THIS APPENDIX), ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE ("RELEVANT 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 (THE "EU PROSPECTUS
REGULATION"); AND/OR (B) IF IN THE UNITED KINGDOM (I) A PERSON WHO IS AN
INVESTMENT PROFESSIONAL FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER"); OR (II) MEMBERS OR CREDITORS OF THE COMPANY WITHIN THE MEANING OF
ARTICLE 43 OF THE ORDER; OR (III) A HIGH NET WORTH COMPANY, UNINCORPORATED
ASSOCIATION OR OTHER BODY FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER,
OR (IV) A PERSON TO WHOM THE PLACING SHARES MAY OTHERWISE LAWFULLY BE OFFERED
UNDER THE ORDER (SUCH PERSONS IN THIS PARAGRAPH (B), BEING "UK RELEVANT
PERSONS"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) 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. DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY
LAW AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT
IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS NOT AN OFFER
OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken or will be taken by the Company, Zeus or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Zeus to inform themselves about and to observe any such
restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution in or
into the United States (including its territories and possessions, any state
of the United States and the District of Columbia), Australia, New Zealand,
Canada, Japan, the Republic of South Africa or to any national, resident or
citizen of the United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa or to any corporation, partnership or other entity
created or organized under the laws thereof, or to any persons in any other
country outside the United Kingdom where such distribution may lead to a
breach of any legal or regulatory requirement. No public offering of the
Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the Public Offers and Admissions to Trading
Regulations 2024 (the "POATRs") from the requirement to produce a prospectus.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, New Zealand,
Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
Australia, New Zealand, Canada, Japan, the Republic of South Africa or any
other jurisdiction in which such activities would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF PLACING
SHARES AND ANY INCOME EXPECTED FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND PLACEES MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF SUCH
PLACING SHARES.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Announcement.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(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" and/or "distributor" (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: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Representations, warranties and acknowledgements of the Placees
In particular, each such Placee represents, warrants and acknowledges that:
1 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Relevant Person; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 7(4) of the POATRs:
(i) the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale (a) to persons in the United Kingdom
other than UK Relevant Persons or (b) to persons in any Relevant Member State
other than EEA Qualified Investors or (c) or in circumstances in which the
prior consent of Zeus has been given to each such proposed offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than UK Relevant Persons, the offer of those Placing
Shares to it is not treated under the POATRs as having been made to such
persons; or
(iii) where Placing Shares have been acquired by it on behalf of persons,
other than EEA Qualified Investors, in any Relevant Member State, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
2 in the case of a Relevant Person in a Relevant Member State who
acquires any Placing Shares pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5 of the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale (a) to persons in the United Kingdom
other than UK Relevant Persons or (b) to persons in any Relevant Member State
other than EEA Qualified Investors or (c) or in circumstances in which the
prior consent of Zeus has been given to each such proposed offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than UK Relevant Persons, the offer of those Placing
Shares to it is not treated under the POATRs as having been made to such
persons; or
(iii) where Placing Shares have been acquired by it on behalf of persons,
other than EEA Qualified Investors, in any Relevant Member State, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
(c) it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it has authority to
exercise, and is exercising, investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this Announcement;
3 it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement;
4 except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any person on
whose account it is acting, as referred to in paragraph 3 above) is located
outside the United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
5 it acknowledges that the Placing Shares have not been, nor will
they 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, within the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States; and
6 the Company and Zeus (including its respective affiliates, agents,
sub-agents, directors, officers or employees) will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements.
Important information for Placees only regarding the Placing
The Fundraising will comprise the Placing and the Retail Offer and the
Subscription. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. Members of the public are not
entitled to participate in the Placing.
Details of the Retail Offer can be found in the separate announcement by the
Company regarding the Retail Offer and its terms.
The Placing is not conditional upon the Subscription and/or the Retail Offer.
Details of the Placing Agreement, the Placing Shares and the ABB
Zeus is acting as nominated adviser and the broker in connection with the
Placing and Admission. Zeus has entered into the Placing Agreement with the
Company under which, among other things, Zeus has agreed to use its reasonable
endeavours to procure Placees to take up the Placing Shares, on the terms and
subject to the conditions set out therein. Zeus will be acting as retail offer
coordinator in relation to the Retail Offer but does not have any
responsibilities, obligations, duties or liabilities (whether arising pursuant
to any contract, law, regulation, or tort) whatsoever in relation to the
Retail Offer.
Zeus will today commence the ABB. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The Placing is not being underwritten.
Zeus shall be entitled to effect the Placing by such alternative method to the
ABB as it may, in its absolute discretion following consultation with the
Company, determine.
The Placing Shares will, as from the date when they are issued, be fully paid
up, rank in full for all dividends and other distributions declared, made or
paid on the Existing Ordinary Shares and otherwise rank pari passu in all
respects with, and be identical to, the Existing Ordinary Shares.
The Placing Agreement contains certain undertakings and warranties given by
the Company and an indemnity given by the Company for the benefit of Zeus.
Zeus will have absolute discretion as to whether or not to bring an action
against the Company for breach of these undertakings, warranties and/or the
indemnity.
Zeus will have the right to terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares (including the Placing Shares) to trading on AIM. Subject to
passing of the Resolutions, it is expected that Admission will become
effective and that dealings in the New Ordinary Shares will commence at 8.00
a.m. on 19 May 2026.
Participation in, and principal terms of, the Placing
Zeus is arranging the Placing as broker and agent of the Company for the
purpose of procuring Placees at the Issue Price for the Placing Shares.
1 Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by Zeus. Zeus may (but is not
obliged to) agree to be a Placee in respect of all or some of the Placing
Shares or may nominate any member of its group to do so.
2 The number of Placing Shares to be issued at the Issue Price will
be determined by Zeus (in consultation with the Company) following completion
of the ABB. The number of Placing Shares to be issued will also be announced
on an RIS following the completion of the ABB (the "Placing Results
Announcement").
3 To bid in the ABB, Placees should communicate their bid by
telephone or email to their usual sales contact at Zeus. Each bid should state
the number of Placing Shares which the prospective Placee wishes to subscribe
for. Bids may be scaled down by Zeus on the basis referred to in paragraph 7
below.
4 A bid in the ABB will be made on the terms and subject to the
conditions in this Announcement and will be legally binding on the Placee on
behalf of which it is made and, except with Zeus'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 Zeus, to pay to them (or as Zeus 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 Zeus.
5 In the event that any or all of the Placing Conditions (as defined
below) are not satisfied or waived (for example, if the requisite majority of
the members of the Company does not approve the Resolutions at the General
Meeting), no Placing Shares will be issued to the Placees, and the monies
payable pursuant to the Placing, if already paid, will be returned without
interest to the account of the drawee's bank from which they were originally
debited.
6 The ABB is expected to close no later than 8.00 a.m. (London time)
on 1 May 2026, but may be closed earlier or later at the discretion of Zeus.
Zeus may, in agreement with the Company, accept bids, either in whole or in
part, that are received after the ABB has closed.
7 Zeus may choose to accept bids, either in whole or in part, on the
basis of allocations determined in consultation with the Company and may scale
down any bids for this purpose on such basis as they may determine. Zeus may
also, notwithstanding paragraphs 4 and 6 above, (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 ABB has closed to any
person submitting a bid after that time. The Company reserves the right (upon
agreement with Zeus) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
8 Allocations of the Placing Shares will be determined by Zeus in
their absolute discretion after consultation with the Company with regard to
the identities of the proposed Placees in accordance with the conduct of
business sourcebook of the FCA handbook. Allocations will be confirmed orally
or by email by Zeus and a Form of Confirmation will be despatched as soon as
possible thereafter. Zeus's oral or email confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such person (who
will at that point become a Placee), in favour of Zeus and the Company, to
acquire the number of Placing Shares allocated to it and to pay the Issue
Price in respect of such shares on the terms and conditions set out in this
Announcement and in accordance with the Company's articles of association.
Except with Zeus's consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted.
9 Each Placee's allocation and commitment to Zeus (acting as placing
agents for the Company) will be evidenced by a Form of Confirmation issued to
such Placee by Zeus. The terms of this Appendix will be deemed incorporated in
that Form of Confirmation.
10 Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to both the Placing will be required to be made at the relevant time,
on the basis explained below under "Registration and Settlement".
11 All obligations of Zeus 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 under the Placing Agreement".
12 By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below under "Right to terminate under the Placing
Agreement" and will not be capable of rescission or termination by the Placee.
13 To the fullest extent permissible by law, neither Zeus, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither Zeus, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the conduct of the Placing or of such
alternative method of effecting the Placing as Zeus and the Company may
determine.
14 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 Zeus's conduct of the Placing.
15 All times and dates in this Announcement may be subject to amendment.
Zeus shall notify the Placees and any person acting on behalf of the Placees
of any such changes.
Conditions of the Placing
The Placing is conditional upon the relevant conditions as listed in the
Placing Agreement becoming unconditional (each a "Placing Condition") and the
Placing Agreement not having been terminated in accordance with its terms
prior to Admission.
In respect of the Placing, Zeus's obligations under the Placing Agreement are
conditional on, inter alia:
1 the Placing Launch Announcement being released through a RIS by
not later than 5.00 p.m. on the date of the Placing Agreement;
2 the Placing Results Announcement being released through a RIS by
no later than 8.00 a.m. on the Business Day immediately following the date of
the Placing Agreement;
3 the posting of the Circular (incorporating the General Meeting
Notice) to all persons entitled to receive it by no later than 5:00 p.m. on 1
May 2026 (or such later time and date as the Company and Zeus may agree in
writing) and no circular that is supplementary to the Circular being published
by the Company prior to Admission;
4 the warranties in the Placing Agreement being true, accurate and
not misleading when made at the date of the Placing Agreement, the date of
publication of the Circular, the date of the General Meeting and at Admission
by reference to the facts and circumstances subsisting at that time;
5 the passing without amendment of the Resolutions by the requisite
majority of the members of the Company at the General Meeting to be held on 18
May 2026 (or such later date as the Company and Zeus may agree but in any
event no later than the Long Stop Date);
6 the New Ordinary Shares having been allotted, conditional only on
Admission; and
7 Admission becoming effective no later than 8.00 a.m. on 19 May
2026 (or such later date as Zeus may agree as the date for Admission but in
any event no later than 8.00 a.m. on the Long Stop Date) (the "Admission
Condition").
Save for the Admission Condition (which is not capable of being waived), Zeus
may, at its absolute discretion and subject to such conditions as they
consider appropriate, extend (or where capable of waiver, waive) the time and
date by which any of the Placing Conditions may be satisfied, provided that
the time and date for satisfaction of the Admission Condition shall not extend
beyond the Long Stop Date.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (i) any of the Placing Conditions contained in the Placing Agreement,
including those described above, is not fulfilled or (where permitted) waived
by the relevant time or date specified (or such later time and/or date as the
Company and Zeus may agree); or (ii) the Placing Agreement is terminated in
the circumstances specified below prior to Admission, the Placing will lapse,
any funds delivered by the Placee to Zeus in respect of the Placee's
participation will (if applicable) be returned to the Placee at the Placee's
risk without interest and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it (or any person on whose behalf
the Placee is acting) in respect thereof.
Neither Zeus nor any of its affiliates, agents, directors, officers or
employees 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 Placing Condition in the Placing
Agreement nor in respect of 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 Zeus.
Right to terminate under the Placing Agreement
Zeus may, in its absolute discretion, be entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if, in the opinion of Zeus:
1 any statement contained in the Placing Documents or the Retail
Offer Documents (each as defined in the Placing Agreement) has become or been
discovered to be untrue or inaccurate in any material respect or misleading or
any matter having arisen which would, if such documents were issued at that
time, constitute an omission from such documents or any of them;
2 any of the warranties given by the Company in the Placing
Agreement was untrue, inaccurate or misleading when made and/or that any such
warranties has ceased to be true or accurate or has become misleading in each
case by reference to the facts and circumstances subsisting at that time;
3 any of the Placing Conditions which is not waived (if capable of
waiver), is not satisfied or becomes incapable, for any reason, of being
satisfied or in the opinion of Zeus is unlikely to be satisfied before
Admission;
4 there has occurred, at any time before Admission:
(a) any change, or development involving a prospective change, in national
or international, military, diplomatic, monetary, economic, political,
financial, industrial or market conditions or exchange rates or exchange
controls, or any incident of terrorism or outbreak or escalation of
hostilities or any declaration by the UK of a national emergency or war or any
other calamity or crisis; or
(b) a suspension of trading in securities generally on the London Stock
Exchange or New York Stock Exchange; or
(c) there has occurred a suspension or cancellation by the London Stock
Exchange of trading in the Company's securities; or
(d) in Zeus's opinion, acting in good faith, a Material Adverse Change
(acting in good faith and whether or not foreseeable at the date of the
Placing Agreement); or
(e) an event or omission has occurred; or
(f) a declaration of a banking moratorium in London or any material
disruption to commercial banking or securities settlement or clearance
services in the UK,
which, in the opinion of Zeus, acting in good faith, would or would be
reasonably likely to prejudice materially the Fundraising or Admission in
general, or would or would be reasonably likely to make it impracticable or
inadvisable to proceed with the Fundraising and Admission, or render the
creation of a market in the ordinary share capital of the Company temporarily
or permanently impracticable, then Zeus may, in its absolute discretion,
terminate the Placing Agreement with immediate effect.
By participating in the Placing, Placees agree with the Company and Zeus that
the exercise or non-exercise by Zeus of any right of termination or other
right or other discretion under the Placing Agreement shall be within the
absolute discretion of Zeus or for agreement between the Company and Zeus (as
the case may be) and that none of the Company nor Zeus need make any reference
to, or consult with, you and that none of the Company or Zeus nor any of their
respective affiliates or its or their respective duly authorised
representatives shall have any liability to you whatsoever in connection with
any such exercise or failure to so exercise or otherwise.
Restriction on further issue of shares and certain other matters
The Company has undertaken to Zeus that, during the period from the date of
the Placing Agreement until 60 days after the date of Admission and save with
the prior written consent of Zeus (such consent not to be unreasonably
withheld or delayed), it shall not:
1. take any steps which might reasonably be regarded as materially
inconsistent with any expression of policy or intention in the Placing
Documents (as defined in the Placing Agreement) or any other documents issued
in connection with the Placing; or
2. (save pursuant to any pre-existing obligation to do so) allot or
issue, or enter into any agreement or arrangement which would give rise to an
obligation or an increased obligation (in each case whether contingent or
otherwise) to allot or issue, any share in the capital of the Company (save
for the allotment and issue of Ordinary Shares pursuant to the Fundraising and
the Disposal (as defined in the Placing Agreement)).
No Prospectus
No offering 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.
Placees' commitments will be made solely on the basis of the Reliance
Information (as defined below) and subject to the further terms set forth in
the Form of Confirmation. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement (including this
Appendix) and all other Reliance Information is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf
of the Company, Zeus or any other person and none of the Company, Zeus 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. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BZ042C28)
following Admission will take place within CREST. Subject to certain
exceptions, Zeus and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they deem necessary if delivery or settlement 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 the Placee's
jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a Form of
Confirmation in accordance with the standing arrangements in place with Zeus
stating the number of Placing Shares allocated to it at the Issue Price, the
aggregate amount owed by such Placee to Zeus and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with Zeus. Settlement within CREST will take place on a delivery versus
payment basis.
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 of Bank of England as determined by
Zeus.
Subject to the passing of the Resolutions (and satisfaction and/or waiver of
all other Placing Conditions), it is expected that in respect of the Placing
Shares, settlement will be on 19 May 2026 in accordance with the instructions
set out in the Form of Confirmation.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Zeus's
account and benefit, 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 (together with any interest or
penalties) or other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation 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. If there are any circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties (including any
interest and penalties relating thereto) is payable in respect of the
allocation, allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer of or agreement to
transfer Placing Shares), none of Zeus nor the Company shall be responsible
for payment thereof.
Representations, Warranties, Undertakings and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably:
1 represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
acquisition 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 its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances;
3 acknowledges that no offering document or prospectus has been or
will be prepared in connection with the Placing and represents and warrants
that it has not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares and that any
participation in the ABB will solely be on the basis of the information in
this Announcement and other Reliance Information (as defined in paragraph 6
below);
4 acknowledges that the Placing does not constitute a recommendation
or financial product advice and Zeus have not had regard to its particular
objectives, financial situation or needs;
5 acknowledges that none of Zeus, the Company nor any of their
respective affiliates, agents, directors, officers or employees has provided,
nor will provide, it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of Zeus, the
Company, any of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
6 acknowledges that in connection with the Placing, it is only
relying upon the information in this Announcement, the audited consolidated
accounts of the Group for the year ended on 31 December 2025 comprising the
Group's and Company's consolidated income statement and balance sheet and the
information in such accounts ("Accounts") and all the announcements made by
the Company made between the date of the Accounts and the date of this
Announcement (collectively, the "Reliance Information");
7 acknowledges that the content of this Announcement is exclusively
the responsibility of the Company and that none of Zeus nor its respective
affiliates or any person acting on behalf of any of them, has or shall have
any liability for any information, representation or statement contained in,
or omission from this Announcement or any information previously published by
or on behalf of the Company, pursuant to applicable laws, 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 Placing Shares is contained in this
Announcement and other Reliance Information, such information being all that
such Placee deems necessary or appropriate and sufficient 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 Zeus, the Company nor any of their
respective affiliates, agents, directors, officers or employees and none of
Zeus or the Company or any such affiliate, agent, director, officer or
employee 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
8 acknowledges and agrees that it may not rely, and has not relied,
on any investigation that Zeus or any of its affiliates or any person acting
on its behalf, may have conducted with respect to the Placing Shares or the
Company, and none of such persons has made any representation, express or
implied, with respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information from the London Stock Exchange or
any other information; each Placee further acknowledges that it has received
all information it believes necessary or appropriate in connection with its
investment in the Placing Shares;
9 acknowledges and agrees that in the event that any or all of the
Placing Conditions are not satisfied or waived (for example, if the requisite
majority of the members of the Company does not approve the Resolutions at the
General Meeting), no Placing Shares will be issued to the Placees, and the
monies payable pursuant to the Placing, if already paid, will be returned
without interest to the account of the drawee's bank from which they were
originally debited;
10 it has made its own assessment of the Placing Shares and has relied on
its own investigation of the business, financial and trading position of the
Company in accepting a participation in the Placing and none of Zeus or any of
its affiliates, agents, directors, officers or employees or any person acting
on behalf of any of them has provided, and will not provide, it with any
material regarding the Placing Shares or the Company or any other person other
than this Announcement, the Reliance Information, any Supplementary
Announcement (if required) and any Supplementary Circular (if required); nor
has it requested any of Zeus, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information;
11 the content of this Announcement is exclusively the responsibility of
the Company and the Directors and none of Zeus or any person acting on its
behalf or any of its affiliates, agents, directors, officers or employees has
or shall have any liability for any information, representation or statement
contained in this Announcement, the Circular, any Supplementary Announcement
(if required) or any Supplementary Circular (if required) or any Reliance
Information or other information previously published by or on behalf of the
Company or any member of the Group;
12 represents and warrants that it, and any prospective beneficial owner
for whose account or benefit it is purchasing the Placing Shares, is and, at
the time the Placing Shares are subscribed for, will be located outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S;
13 represents and warrants that it has not been offered to purchase or
subscribe for Placing Shares by means of (i) any "directed selling efforts" as
defined in Regulation S, or (ii) any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) of Regulation D in
connection with any offer or sale of Placing Shares in the United States;
14 confirms that it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise qualified and that
a prospectus will not be cleared in respect of any of the Placing Shares under
the securities laws or legislation of the United States, Australia, New
Zealand, Canada, Japan, the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
(b) may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into the above jurisdictions or any jurisdiction (subject to
certain exceptions) in which it would be unlawful to do so and no action has
been or will be taken by any of the Company, Zeus or any person acting on
behalf of the Company or Zeus that would, or is intended to, permit a public
offer of the Placing Shares in the United States, Australia, New Zealand,
Canada, Japan, the Republic of South Africa or any country or jurisdiction, or
any state, province, territory or jurisdiction thereof, where any such action
for that purpose is required;
15 confirms that it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, Japan, the Republic of
South Africa or any province or territory of Canada;
16 confirms that it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares: (i) is not a US Person
(as defined in Regulation S) and is, and at the time the Placing Shares are
subscribed for will be, located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in accordance
with, Regulation S; (ii) is aware of the restrictions on the offer and sale of
the Placing Shares pursuant to Regulation S, including that Rule 904 of
Regulation S regarding "Offshore Resales" is not applicable to "affiliates"
(as defined in Rule 405 under the Securities Act) of the Company; and (iii)
has not been offered to purchase or subscribe for Placing Shares by means of
any "directed selling efforts" as defined in Regulation S;
17 confirms that it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be offered,
sold or resold in or into or from the United States or to, or for the account
or benefit of, US Persons (as defined in Regulation S) except pursuant to an
effective registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
18 confirms that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States,
Australia, Canada, Japan or the Republic of South Africa (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any such person;
19 acknowledges that in making any decision to acquire Placing Shares it:
(a) has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of subscribing for or purchasing
the Placing Shares;
(b) will not look to Zeus for all or part of any loss it may suffer as a
result of any such subscription or purchase;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares; and
(e) has no need for liquidity with respect to its investment in the Placing
Shares;
20 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 issue or transfer Placing Shares into a clearance service;
21 represents and warrants that it has complied with its obligations under
the Criminal Justice Act 1993, UK MAR and in connection with money laundering
and terrorist financing under the Money Laundering Regulations and the Money
Laundering Sourcebook of the FCA 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 Money Laundering
Regulations;
22 acknowledges that in order to ensure compliance with the Money
Laundering Regulations, Zeus (for itself and as agent on behalf of the
Company), or the Registrars may, in their absolute discretion, require
verification of its identity, location or legal status. Pending the provision
to Zeus or the Registrars, as applicable, of evidence of identity, location or
legal status, definitive certificates in respect of the Placing Shares may be
retained at Zeus's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed in Zeus's or the
Registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity, location or legal status,
Zeus (for itself and as agent on behalf of the Company), or the Registrars
have not received evidence satisfactory to them, either Zeus and/or the
Company may, at its absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on the conditional allotment
of Placing Shares will, if already paid, be returned without interest to the
account of the drawee's bank from which they were originally debited;
23 represents and warrants that it is acting as principal only in respect
of the Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgements,
warranties, representations, confirmations, undertakings, and agreements
herein on behalf of each such person; and (ii) it is and will remain liable to
the Company and/or Zeus for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for
another person);
24 if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or the POATRs, as applicable, that it
understands the resale and transfer restrictions set out in this Announcement
and that any Placing Shares acquired by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be acquired with a
view to their offer or resale to, persons in 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 the United Kingdom to
UK Relevant Persons, or in circumstances in which the prior consent of Zeus
has been given to each such proposed offer or resale.
25 that it has not offered or sold and, prior to the expiry of a period of
six months from the relevant issue, will not offer or sell any Placing Shares
to persons in the EEA, except to EEA Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in any member state in the EEA within the meaning of Article 2(d)
of the EU Prospectus Regulation;
26 that it has not offered or sold and, prior to the expiry of a period of
six months from the relevant issue, will not offer or sell any Placing Shares
to persons in the United Kingdom, except to UK Relevant Persons or otherwise
in circumstances which have not resulted and which will not result in an offer
to the public in the United Kingdom within the meaning of the POATRs;
27 that any offer of Placing Shares may only be directed at persons in
member states of the EEA who are EEA Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA prior to Admission except to EEA
Qualified Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;
28 that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are UK Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to the issue of the
relevant Placing Shares except to UK Relevant Persons or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of the POATRs;
29 represents, warrants and undertakes 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;
30 represents, warrants and undertakes that it has complied and will
comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving
the United Kingdom;
31 represents and warrants, if in a member state of the EEA, unless
otherwise specifically agreed with Zeus in writing, that it is a EEA Qualified
Investor;
32 represents and warrants, if in the United Kingdom, that it is a UK
Relevant Person;
33 acknowledges and agrees that no action has been or will be taken by the
Company, Zeus or any person acting on behalf of the Company or Zeus 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;
34 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 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 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 and that it has not taken any
action or omitted to take any action which will or may result in Zeus, the
Company or any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
35 undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as Zeus may
in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale fall
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty, stamp duty
reserve tax or other similar taxes (together with any interest or penalties)
which may arise upon such placing or sale of such Placee's Placing Shares;
36 acknowledges that none of Zeus nor any of its respective affiliates,
agents, directors, officers or employees is making any recommendations to it
or advising it regarding the suitability of any transactions it may enter into
in connection with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of Zeus in connection with
its participation in the Placing and that Zeus has no duty nor responsibility
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;
37 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. None of Zeus nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement ("Indemnified Taxes"). Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company and
Zeus, on an after-tax basis in respect of any Indemnified Taxes;
38 agrees to indemnify on an after tax basis and hold the Company, Zeus
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 its representations, warranties,
acknowledgements, agreements and undertakings in this Announcement and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
39 except as set out in paragraph 40 below, represents and warrants that
it has neither received nor relied on any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning
the Company prior to or in connection with accepting the invitation to
participate in the Placing and is not purchasing Placing Shares on the basis
of material non-public information;
40 if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities, confirms that it has received such information within the
market soundings regime provided for in article 11 of UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company; or (iii) unlawfully disclosed
inside information to any person, prior to the information being made publicly
available;
41 if it is a pension fund or investment company, confirms that its
purchase of Placing Shares is in full compliance with applicable laws and
regulations;
42 agrees that the Company, Zeus and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements, and undertakings which are given to
Zeus for themselves and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company and Zeus to produce this Announcement,
pursuant to, in connection with, or as may be required by, any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
43 acknowledges that none of the Company or Zeus owes any fiduciary or
other duties to any Placee in respect of any acknowledgments, confirmations,
undertakings, representations, warranties or indemnities in the Placing
Agreement;
44 acknowledges and agrees that its commitment to take up Placing Shares
on the terms set out in this Announcement (including this Appendix) will
continue notwithstanding any amendment that may or in the 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 or Zeus's conduct of the Placing;
45 acknowledges that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Zeus or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
46 acknowledges that time is of essence as regards its obligations under
this Appendix;
47 acknowledges that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s), and acknowledges and agrees that for the purposes of the General
Data Protection Regulation (EU) 2016/679 and other relevant data protection
legislation which may be applicable (the "Data Protection Law"), the Company
and the Registrars are required to specify the purposes for which they will
hold personal data; and that it has obtained the consent of any data subjects
to the Registrars and the Company and their respective associates holding and
using their personal data for the Purposes (as defined below). For the
purposes of this Announcement, "data subject", "personal data" and "sensitive
personal data" shall have the meanings attributed to them in the Data
Protection Law. The Company and the Registrars will only use such information
for the purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
(b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
(d) without limitation, provide such personal data to the Company or Zeus
for processing, notwithstanding that any such party may be outside the United
Kingdom or the EEA; and
(e) process its personal data for the Company's or Registrars' internal
administration;
48 acknowledges that these terms and conditions and any agreements entered
into by it pursuant to the terms and conditions set out in this Announcement,
and all non-contractual or other obligations arising out of or in connection
with them, shall be governed by and construed in accordance with the English
law and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the Courts of England
and Wales as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with 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
any of the Company, Zeus in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange; and
49 acknowledges and undertakes that as a condition of it participating in
the Placing, it shall not participate in the Retail Offer.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as Zeus, and are irrevocable. Each Placee, and any person acting on
behalf of the Placee, acknowledges that none of the Company or Zeus, owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes may be payable, for which none of the
Company or Zeus will be responsible and the Placees shall indemnify the
Company and Zeus on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify Zeus
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and Zeus are not liable to bear any transfer taxes that arise on a
sale of Placing Shares subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of the United Kingdom.
Each Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify Zeus accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of Zeus and the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes to the extent that such interest, fines or
penalties arise from the default or delay of that Placee or its agent.
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 acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Zeus and any of its affiliates may, at its 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 Zeus,
any money held in an account with Zeus on behalf of a Placee and/or any person
acting on behalf of a 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 Zeus's money in accordance with the client money rules and
will be used by Zeus in the course of its own business and the Placee will
rank only as a general creditor of Zeus.
All times and dates in this Announcement are references to London time and may
be subject to amendment. Zeus shall notify the Placees and any person acting
on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Admission" the admission of the New Ordinary Shares to trading on AIM and such admission
becoming effective in accordance with the AIM Rules;
"AIM" the AIM market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange for the
time being;
"Announcement" this announcement;
"Board" the board of directors of the Company for the time being;
"Boepd" barrels of oil equivalent per day;
"BookBuild" the online platform through which the Retail Offer is being conducted;
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business other than a Saturday, Sunday or
statutory holiday;
"certificated" or "in certificated form" the description of an Ordinary Share or other security which is not in
uncertificated form (that is not in CREST);
"Circular" the Company's circular to Shareholders to be published on or about 1 May
2026 relating, inter alia, to the Fundraise and incorporating the Notice of
General Meeting;
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange;
"Company" Star Energy Group plc (incorporated and registered in England and Wales with
registered number 04981279) whose registered office is at Welton Gathering
Centre, Barfield Lane Off Wragby Road, Sudbrooke, Lincoln, England, LN2 2QX;
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear which facilitates the holding and transfer of title to
shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended from time to time);
"Directors" the directors of the Company or any duly authorised committee thereof;
"Enlarged Share Capital" the issued ordinary share capital of the Company immediately following
Admission comprising the Existing Ordinary Shares and the New Ordinary Shares;
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
and Wales and the operator of CREST;
"Existing Ordinary Shares" the 131,203,704 Ordinary Shares in issue at the date of the Launch
Announcement, all of which are admitted to trading on AIM and being the entire
issued ordinary share capital of the Company prior to the Fundraising;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy for use in connection with the General Meeting, which
accompanies the Circular;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"Fundraise" or "Fundraising" the Placing, the Subscription and the Bookbuild Retail Offer;
"General Meeting" the general meeting of the Company convened pursuant to the Notice and to be
held at the offices of Watson Farley & Williams LLP, 15 Appold Street,
London, EC2A 2HB at 10.30 a.m. on 18 May 2026;
"Group" the Company and its subsidiaries as at the date of this Announcement;
"G&A" general and administrative expenses;
"Intermediaries" any financial intermediary that is appointed in connection with the Retail
Offer after the date of the Placing Agreement and "Intermediary" shall mean
any one of them;
"Issue Price" 15 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 29 May 2026;
"Mmboe" millions of barrels of oil equivalent;
"New Ordinary Shares" the Placing Shares, the Subscription Shares and the Retail Offer Shares;
"Notice" the notice convening the General Meeting which is set out at the end of the
Circular;
"Official List" the official list of the UK Listing Authority;
"Ordinary Shares" ordinary shares of 0.002 pence each in the capital of the Company;
"Placee" or "Placees" the persons with whom Placing Shares are placed pursuant to the Placing;
"Placing" the proposed conditional placing of the Placing Shares by Zeus, as agent on
behalf of the Company, at the Issue Price, in accordance with the Placing
Agreement;
"Placing Agreement" the agreement between the Company and Zeus dated 30 April 2026 in connection
with the Placing;
"Placing Conditions" the conditions to the Placing contained in the Placing Agreement;
"Placing Shares" the New Ordinary Shares to be allotted by the Company credited fully paid
pursuant to the Placing subject to the passing of the Resolution at the
General Meeting;
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and of the council of 14
June 2017 (together with any implementing measures in a relevant EEA Member
state);
"Recorded Commitment" either (i) a recorded telephone conversation or (ii) email correspondence, in
either case between representatives of Zeus and the relevant Placee;
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of AIM
announcements and included within the list on the website of the FCA;
"Resolutions" the resolution set out in the Notice to authorise the Company to allot and
issue the New Ordinary Shares;
"Restricted Territory" the United States, Australia, Canada, The Republic of South Africa, New
Zealand, Japan or any other jurisdiction in which release, publication or
distribution of this Announcement, the Circular and any accompanying materials
would be unlawful;
"Retail Investors" existing Shareholders of the Company who are resident in the United Kingdom
and who are a customer of an Intermediary who agree conditionally to subscribe
for Retail Offer Shares in the Retail Offer;
"Retail Offer" or "Bookbuild Retail Offer" means the proposed conditional offer of Retail Shares to be subscribed for by
Retail Investors via the BookBuild Platform at the Issue Price, to be admitted
to trading as part of Admission subject to and conditional upon the
Resolutions being passed at the General Meeting and the Placing proceeding;
"Retail Offer Shares" up to 4,000,000 New Ordinary Shares to be issued pursuant to the Retail Offer,
subject to, inter alia, the passing of the Resolutions at the General
Meeting;
"Securities Act" the US Securities Act of 1933, as amended;
"Shareholders" holders of Ordinary Shares from time to time;
"Subscribers" each of Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya
Erdly and Philip Jackson, being Directors who have agreed to subscribe for
Subscription Shares in the Subscription pursuant to the Subscription Letters;
"Subscription" the conditional subscription for the Subscription Shares by the Subscribers at
the Issue Price on the terms and subject to the conditions contained in the
Subscription Letters;
"Subscription Letters" means the subscription letters entered into between the Company and the
Subscribers;
"Subscription Shares" means the 206,665 New Ordinary Shares proposed to be issued by the Company
to the Subscribers;
"Terms and Conditions" the terms and conditions to the Placing contained in the Appendix I to the
Announcement;
"UK MAR" the UK version of the Market Abuse Regulation (EU 2017/1129), which is part of
the laws of England and Wales by virtue of the European Union (Withdrawal) Act
2018 and certain other enacting measures;
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"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;
"Warranties" the warranties and undertakings contained in the Placing Agreement; and
"Zeus" Zeus Capital Limited, the Company's nominated adviser for the purposes of the
AIM Rules;
"2P" proved and probable reserves
All references in this document to "£", "pence", "p", "sterling" or "pounds
sterling" are to the lawful currency of the UK.
Any reference to any provision of any legislation includes any amendment,
modification, re-enactment or extension of it.
Words importing the singular include the plural and vice versa and words
importing the masculine gender shall include the feminine or neuter gender.
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