REG - Tungsten West PLC - Subscription and Proposed Placing
Today 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260205:nRSE8605Ra&default-theme=true
RNS Number : 8605R Tungsten West PLC 05 February 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, SINGAPORE, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF TUNGSTEN WEST PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY
INVESTMENT IN RESPECT OF TUNGSTEN WEST PLC 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 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR"). In
addition, market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the result that
certain persons became aware of such inside information, as permitted by UK
MAR. Upon the publication of this Announcement, this inside information is
now considered to be in the public domain and such persons shall therefore
cease to be in possession of inside information.
5 February 2026
Tungsten West Plc
("Tungsten West" or the "Company")
Subscription of £29.29 million and Proposed Placing of a minimum of £10.98
million
Tungsten West (AIM: TUN), the mining company focused on restarting production
at the Hemerdon tungsten and tin mine ("Hemerdon" or the "Project") in Devon
in the UK, announces that it is undertaking a non pre-emptive equity fundraise
through a direct subscription with the Company by a prominent international
investor ("Subscriber"), a new investor, raising £29,288,296 (the
"Subscription"), a placing by way of an accelerated bookbuild ("Bookbuild")
to raise funds of up to £10,983,111 and a separate retail offer of up to £3
million (together, the "Fundraise").
The Fundraise will be conducted via the issue of new ordinary shares of 1p
each in the Company ("Ordinary Shares") and will consist of:
· the Subscription by Subscriber for 162,712,757 new Ordinary Shares at
the issue price of £0.18 per share (the "Issue Price") raising gross proceeds
of £29,288,296 pursuant to a conditional subscription letter agreement
entered into today with the Company, further details of which are set out
below (the "Subscription Agreement");
· a placing (the "Placing") through the issue of new Ordinary Shares in
the Company to existing and new institutional investors at the Issue Price. As
part of the Placing, the Company has appointed H&P Advisory Ltd ("Hannam
& Partners" or "H&P") as sole bookrunner ("Bookrunner") and as placing
agent ("Placing Agent"); and
· a retail offer of up to £3 million through Retail Book
Limited ("RetailBook") for new Ordinary Shares (the "Retail Offer") at the
Issue Price (the "Retail Offer Shares" and, together with the Subscription
Shares and the Placing Shares, the "Fundraise Shares").
Capitalised terms in this Announcement which are not otherwise defined shall
have the meaning as set out in Appendix II.
Highlights of the Fundraise:
· Subscription to raise gross proceeds of up to approximately
£29,288,296;
· Placing to raise gross proceeds of up to approximately £10,983,111
(before expenses);
· Retail Offer to raise gross proceeds of up to a maximum amount of
approximately £3 million (before expenses);
· The Issue Price represents a premium of approximately 9.9 per cent.
to the 30-day VWAP of 16.38 pence per Existing Ordinary Share on 4 February
2026 and a discount of approximately 39.0 per cent. to the closing middle
market price of 29.50 pence per Ordinary Share on 4 February 2026, being the
latest practicable date prior to this Announcement;
· The Company intends to use the net proceeds of the Fundraise,
alongside the debt element of the Project Financing, to deliver the 2025
Feasibility study, pay for financing and transaction costs, repay the Bridge
Facility, and fast track production, with the fine gravity circuit
commissioning expected to begin in Q3 2026;
· The Placing will be effected by way of the Bookbuild. Hannam &
Partners will commence the Bookbuild immediately following the release of this
Announcement and will be conducted in accordance with the Terms and Conditions
set out in Appendix I to this Announcement. The number of Placing Shares will
be determined at the end of the Bookbuild. A further announcement confirming
closing of the Bookbuild and the number of Placing Shares to be issued
pursuant to the Placing is expected to be made in due course;
· The Fundraise is being undertaken in two tranches as the Company, at
the date of this Announcement, has insufficient authorities from its
shareholders to issue all of the Fundraise Shares. Accordingly, the Company
plans to utilise the share issuance authorities that it was granted at its
annual general meeting held on 25 September 2025 to issue up to 100 million
Ordinary Shares in respect of the First Tranche Subscription Shares and First
Tranche Placing Shares ("First Tranche Shares") and for those First Tranche
Shares to be admitted to trading on the AIM market ("AIM") of London Stock
Exchange Group Plc ("London Stock Exchange") in advance of the remaining
Fundraise Shares ("First Admission");
· Any Subscription Shares and Placing Shares of the Company which are
not issuable by the Company in the first tranche of the Subscription and
Placing pursuant to the Company's existing share issuance authorities ("First
Tranche ") shall be issued by the Company in a second tranche as part of the
Subscription and Placing ("Second Tranche") together with the Retail Offer
Shares conditional upon the Company obtaining new share issuance authorities
from shareholders at a general meeting of shareholders of the Company to be
held on or about 26 February 2026 ("General Meeting") so that such
Subscription and Placing Shares (the "Second Tranche Shares") and the Retail
Offer Shares can be issued immediately thereafter; it is anticipated that the
notice of General Meeting will be despatched to shareholders shortly after the
Bookbuild closes;
· Subject to shareholder approval at the General Meeting, the Company
expects to issue the Second Tranche Subscription Shares, Second Tranche
Placing Shares and the Retail Offer Shares after the General Meeting and it is
expected that those shares will be admitted to trading on AIM on or about 27
February 2026 ("Second Admission");
· It is important to note that the First Tranche Shares shall be issued
on First Admission, which, is expected to occur at 8.00 a.m. on 11 February
2026 (or such later date as the Company and Hannam & Partners may agree).
If the conditions to the issue of the Second Tranche Subscription Shares, the
Second Tranche Placing Shares and the Retail Offer Shares are not subsequently
satisfied, the Second Tranche Shares will not be issued by the Company,
notwithstanding the fact that the First Tranche Shares will already be in
issue and admitted to trading on AIM; and
· Neither the Placing nor the Retail Offer is being underwritten by
Hannam & Partners or any other party.
In addition, certain Shareholders have undertaken with H&P to sell their
Ordinary Shares to participants in the Placing to meet any additional demand
for Placing Shares, subject to certain conditions.
Subscription
Pursuant to the terms of the Subscription, Subscriber has agreed to subscribe
for the Subscription Shares at the Issue Price raising gross proceeds of
£29,288,296.
The Subscription will comprise:
· First Tranche Subscription Shares, to be allotted under existing
shareholder authorities; and
· Second Tranche Subscription Shares, to be allotted subject to the
passing of the Resolutions at the General Meeting.
The Subscription Shares will be subscribed for on the terms of the
Subscription Agreement, rather than pursuant to the terms and conditions of
the Placing, as is the case with the Placing Shares. The Subscription is
subject to certain conditions including, amongst others, the launch and
completion of the Bookbuild, the passing of the Resolutions.
Jeffery Court, CEO of Tungsten West, commented:
"We are very pleased to open our equity raise to commence the formal
Fund-raising part of re-starting operations at Hemerdon. We look forward to
welcoming new shareholders and the continued support of our existing
shareholders in the exciting year ahead as we follow our path to production."
Debt Financing
In conjunction with the Placing, the Company is advancing discussions with
certain parties regarding debt element of the Project Financing which will
be required to recommence production at Hemerdon ("Debt Financing"). The
Company continues to expect to conclude the Debt Financing in the first
quarter of 2026 which, together with the net proceeds of the Fundraise will
result in the Company being fully funded to recommence production at
Hemerdon. As announced on 9 December 2025, the Company has secured a bridge
facility for the amount of £4 million entered into with certain investors
("Bridge Facility") to provide the Company with further working capital and to
expedite long lead items and work packages for the recommencement of
production at Hemerdon. To date, the Company has only drawn down one tranche
of the Bridge Facility equivalent to the sum of £2 million ("Tranche 1").
The spend that was supported by the Bridge Facility was included in the
Feasibility Study project re-start costs. It is proposed that Tranche 1 of the
Bridge Facility together with accrued interest will be repaid from the net
proceeds of the Fundraise.
Reasons for the Fundraise
Together with the proposed Debt Financing, the proceeds from the Fundraise
will allow the Company to de-risk the recommencement of production and cover
additional working capital, financing costs together with general &
administrative expenses, ahead of the Company's current expectation of full
production by Q4 2027.
Use of proceeds
In addition to the Company's current cash balances (being approximately £0.4
million as at 31 January 2026), the proceeds of the Fundraise will be
allocated towards delivering the 2025 Feasibility study, financing and
transaction costs, repaying the Bridge Facility and fast tracking
recommencement of production, with the fine gravity circuit commissioning
expected to begin in Q3 2026.
The net proceeds of the Fundraise are expected to provide financial runway
which along with the proposed Debt Financing is expected to see the Project
into production.
Details on the Placing
The Placing is expected to be completed in two tranches, with the First
Tranche utilising the Company's existing share issuance authorities most
recently approved by the shareholders at the annual general meeting of the
Company held on 29 September 2025. The Second Tranche Placing Shares are
expected to be issued by the Company conditional upon the Company obtaining
necessary share issuance authorities from shareholders at the General
Meeting.
The Bookbuild will determine final demand for and participation in the
Placing. The Bookbuild is expected to close not later than 12.00 p.m. (London
time) 5 February 2026 but may be closed at such earlier or later time as the
Bookrunner, in its absolute discretion (following consultation with the
Company), determines.
The final number of Placing Shares to be issued pursuant to the Placing will
be determined by the Company and the Bookrunner following closure of the
Bookbuild.
Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild (the "Results Announcement").
Details on the Retail Offer
Concurrently with the Placing, there will be a separate offer by the Company
on the RetailBook platform of Retail Offer Shares at the Issue Price to
provide UK retail investors with an opportunity to participate in the
Fundraise. The Retail Offer will be made on terms outlined in the Retail Offer
announcement ("Retail Offer Announcement") to be made immediately following
this Announcement. For the avoidance of doubt, the Retail Offer is not part of
the Placing and is the sole responsibility of the Company. The results of
the Retail Offer will be set out in a Company's announcement following
completion of the Retail Offer anticipated to be on 6 February 2026 ("Retail
Offer Results Announcement").
The Retail Offer Shares will be issued together with the Second Tranche
Placing Shares on Second Admission subject to the necessary shareholder
authorities being obtained at the General Meeting.
Fundraise Shares
The Fundraise Shares will, when issued, be credited as fully paid and rank
pari passu in all respects with the existing issued Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
B Shares
Following the passing of the resolutions at the general meeting held on 30
January 2026, the Company has issued B Shares to the persons set out below in
the corresponding proportions:
Noteholder Total B Shares
Lansdowne 336,596,703
Drakewood 70,339,891
Henry Maxey 83,466,395
Total 490,402,989
As previously announced, the principal rights and restrictions of the B Shares
are as follows:
• The B Shares have the same economic rights as Ordinary Shares
(e.g. in respect of dividends, on a winding up or in a takeover situation) and
will rank pari passu with the Ordinary Shares, but do not carry rights to
attend general meetings or vote on shareholder resolutions.
• The B Shares are transferable but they will not be listed or
admitted to any trading facility.
• The B Shares may be converted into Ordinary Shares (carrying
voting rights) on a one-for-one basis, subject to the holder of B Shares (and,
if applicable, any transferee) and anyone acting in concert with it, remaining
below the voting right limits of rule 9 of the Takeover Code (or the Company
ceasing to be a company subject to the Takeover Code).
A holder of B Shares can elect to convert B Shares to increase their holding
to 30 per cent. or more of the issued ordinary share capital of the Company in
order to make a mandatory offer for the Ordinary Shares in issue (not already
held by them) under Rule 9 of the Takeover Code, should it so wish, as long as
full compliance with the provisions of the Takeover Code is ensured.
To the extent that, following closing of the Fundraise, Lansdowne's percentage
interest in the then aggregate issued ordinary share capital of the Company
has been diluted to below 29.9%, Lansdowne has indicated its intention to
apply to convert such number of the B Shares held by Lansdowne into Ordinary
Shares, so as to maintain its current 29.90% interest in the enlarged issued
ordinary share capital of the Company. Drakewood and Henry Maxey have
indicated that they intend to convert the B Shares their respective interests
in B Shares in full following the completion of the Fundraise.
Shareholders' attention is drawn to the detailed terms and conditions of the
Placing described in Appendix I (which forms part of this Announcement). By
choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, each Placee will be deemed to have
read and understood this announcement in its entirety (including the
Appendices) and to be making such offer to acquire and acquiring the Placing
Shares on the terms and subject to the conditions set out in Appendix I to
this announcement ("Terms and Conditions"), and to be providing the
representations, warranties, undertaking and acknowledgements contained in
Appendix I to this Announcement. Members of the public are not eligible to
take part in the Placing and no public offering of Placing Shares is being or
will be made.
Director Participation
In addition, Stephen Harrison, David Cather, Kevin Ross, Richard Maxey, Philip
Povey, Jeffery Court, and Guy Edwards (the "Participating Directors") have
indicated they wish to participate in the Placing for, in aggregate, 1,952,898
Placing Shares (the "Director Participation Shares") at the Issue Price,
raising £351,522 for the Company (before expenses) (the "Director
Participation").
Details of the Directors' Participation in the Placing is set out as follows:
Name of Director Number of Existing Ordinary Shares Number of Placing Shares subscribed for Total number of Ordinary Shares held on Second Admission*
Stephen Harrison - 222,222 222,222
David Cather - 250,000 250,000
Kevin Ross - 500,000 500,000
Richard Maxey 366,210 80,000 446,210
Philip Povey** 2,995,305 567,344 3,562,649
Jeffery Court - 194,444 194,444
Guy Edwards - 138,888 138,888
*assumes the relevant Directors' Participation is allocated in full.
** Philip Povey holds his interest in 2,995,305 Ordinary Shares through
Umbrella Mountain Limited, a company in which he is the sole shareholder and
director. Philip Povey does not have any beneficial interest in any other
shares held by Umbrella Mountain Limited.
Related Party Transactions
Lansdowne on its own behalf or its related funds or nominees intends to
participate in the Placing for at least US$10 million (the "Lansdowne
Participation") and currently holds approximately 29.9 per cent. of the
Existing Ordinary Shares. Therefore, Lansdowne is considered to be a related
party as a substantial shareholder as such terms are defined under the AIM
Rules. In addition, the issue of Placing Shares to the Directors, namely,
Stephen Harrison, David Cather, Kevin Ross, Rick Maxey, Philip Povey, Jeffery
Court, and Guy Edwards would also constitute a related party transaction
pursuant to Rule 13 of the AIM Rules, by virtue of their status as Directors
of the Company. Accordingly, the independent directors will be providing a
fair and reasonable opinion in accordance with AIM Rule 13 following such
commitments being made.
Conditions
Completion of the Placing relating to the First Tranche Placing Shares is
subject to certain conditions set out in a placing agreement entered into
between Hannam & Partners, Strand Hanson Limited ("Strand Hanson") and the
Company dated 4 February 2026 (the "Placing Agreement"), including, among
other things:
(a) the Placing Agreement becoming unconditional in respect of the First
Tranche Placing Shares save for First Admission and not being terminated in
accordance with its terms;
(b) the despatch of the notice of General Meeting to shareholders of the
Company prior to First Admission;
(c) the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed or satisfied on or prior to First Admission;
(d) each of the warranties being true and accurate and not misleading as at
the date of the Placing Agreement and at all times up to and including First
Admission as though they had been given and made on such dates by reference to
the facts and circumstances then subsisting;
(e) the release of the Results Announcement, the Retail Offer Announcement
and the Retail Offer Results Announcement;
(f) the Admission of the First Tranche Placing Shares to trading on AIM on
11 February 2026 (or such later time and/or date as the Company, the Placing
Agent and Strand Hanson may agree, being not later than on 13 February 2026).
Completion of the Placing relating to the Second Tranche Placing Shares is
also subject to certain conditions including, among other things:
(a) First Admission having occurred not later than 8.00 a.m. on 11 February
2026 or such later date as the Company and the Advisers may agree, but in any
event not later than 8.00 a.m. on 13 February 2026;
(b) the fulfilment by the Company of its obligations in respect of the First
Tranche Placing Shares by the time specified therein;
(c) the Company having complied in all material respects with its
obligations under this Agreement to the extent that such obligations fall to
be performed or satisfied on or prior to Second Admission;
(d) each of the Warranties being true and accurate and not misleading as at
the date of the Placing Agreement and at all times up to and including
Second Admission;
(e) all Resolutions having been passed at the General Meeting;
(f) the Second Admission of the Second Tranche Placing Shares and the
Retail Offer Shares to trading on AIM not later than 8.00 a.m. on 27 February
2026 or such later date as the Company, the Placing Agent and Strand Hanson
may agree but in any event not later than 8.00 a.m. on 2 March 2026.
The Fundraise will be effected in such manner to ensure that no individual
shareholder or any parties deemed to be acting in concert acquire any Placing
Shares or Retail Offer Shares which would result in a rule 9 offer having to
be made under the Takeover Code ("Rule 9 Offer"). In the event that the
allocation of the Placing Shares would result in a Rule 9 Offer having to be
made, the Company shall first be required to obtain a rule 9 waiver from
independent shareholders before closing the Placing.
The Fundraise is conditional upon, among other things, the Placing Agreement
not being terminated in accordance with its terms. Appendix I sets out further
information relating to the Bookbuild and the terms and conditions of the
Placing.
IF THE CONDITIONS TO THE ISSUE OF THE SECOND TRANCHE PLACING SHARES ARE NOT
SUBSEQUENTLY SATISFIED (INCLUDING THE PASSING OF THE NECESSARY SHAREHOLDER
RESOLUTIONS AT THE GENERAL MEETING), THE SECOND TRANCHE PLACING SHARES WILL
NOT BE ISSUED BY THE COMPANY, NOTWITHSTANDING THE FACT THAT THE FIRST TRANCHE
PLACING SHARES WILL ALREADY BE IN ISSUE.
General Meeting
The Company expects to despatch a notice convening the General Meeting as soon
as practicable after the Results Announcement and the Retail Results
Announcement, to seek the necessary shareholder approvals, including, to
approve resolutions granting directors authority to issue the Second Tranche
Placing Shares and the Retail Offer Shares free of pre-emption rights.
Further details relating to the General Meeting will be included in the
announcement informing shareholders of the posting of the circular and notice
convening the General Meeting.
Issue of Equity and Admission
Application will be made for the Fundraise Shares to be admitted to AIM. The
Company expects First Admission to occur on or before 8.00 a.m. on 11 February
2026 (or such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 13 February 2026). Subject to the
satisfaction of the conditions relating to the issue of the Second Tranche
Subscription Shares, the Second Tranche Placing Shares and the Retail Offer
Shares set out above, the Company expects Second Admission to occur on 8.00
a.m. on 27 February 2026 following approvals from shareholders at the General
Meeting (or such later date and/or time as the Bookrunner and the Company
may agree, being no later than 8.00 a.m. on 2 March 2026).
The ISIN for the Company's Ordinary Shares on AIM is GB00BP6QM557. The
Company's LEI is 213800QNV72HX3JAFC56.
This Announcement should be read in its entirety. Attention is drawn to the
section headed 'Important Information' in this Announcement and the terms and
conditions of the Placing (representing important information for Placees
only) in Appendix I to this Announcement ("Terms and Conditions).
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the Terms and Conditions
of the Placing. By choosing to participate in the Placing and by making an
oral or written and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making such offer on the Terms
and Conditions in it, and to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings contained in the
Appendix.
The Company and the Bookrunner reserve the right to alter the dates and times
referred to above. If any of the dates and times referred to above are
altered by the Company, the revised dates and times will be announced through
a Regulatory Information Service without delay.
All references to time in this Announcement are to London time, unless
otherwise stated.
For additional information please contact:
Tungsten West Jeff Court Tel: +44 (0) 1752 278500
Phil Povey
Strand Hanson Limited James Spinney Tel: +44 (0) 207 409 3494
(Nominated Adviser and Financial Adviser) James Dance
Abigail Wennington
Hannam & Partners Andrew Chubb ac@hannam.partners (mailto: %20%20%20%20%20%20%20%20%20 @hannam.partners)
(Sole Bookrunner and Placing Agent) Vladimir Volodko vv@hannam.partners
Tel: +44 207 907 8500
BlytheRay Tim Blythe tim.blythe@blytheray.com (mailto:tim.blythe@blytheray.com)
(Financial PR) Megan Ray megan.ray@blytheray.com (mailto:megan.ray@blytheray.com)
Tel: +44 207 138 3204
Email: tungstenwest@blytheray.com
IMPORTANT INFORMATION
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan, the Republic of South Africa, Hong Kong or any other jurisdiction in
which the same would be unlawful or to any person to whom it is unlawful to
make such offer or solicitation. No public offering of the Placing Shares is
being made in any such jurisdiction.
No action has been taken by the Company or Hannam & Partners or any of
their respective Affiliates or any of its or their respective directors,
officers, partners, employees, agents or advisers (collectively
"Representatives") or any person acting on behalf of any of them that would,
or is intended to, permit an offer of the Placing Shares or result in the
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. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU Prospectus Regulation from the requirement to produce an
admission document or prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended, does not apply.
If you are in any doubt about any of the contents of this Announcement, you
should obtain independent professional advice.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.
Caution regarding forward looking statements
This news release contains certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking statements").
Forward-looking statements include predictions, projections, outlook,
guidance, estimates and forecasts and other statements regarding future plans,
the realisation, cost, timing and extent of mineral resource or mineral
reserve estimates, estimation of commodity prices, currency exchange rate
fluctuations, estimated future exploration expenditures, costs and timing of
the development of new deposits, success of exploration activities, permitting
time lines, requirements for additional capital and the Company's ability to
obtain financing when required and on terms acceptable to the Company, future
or estimated mine life and other activities or achievements of Tungsten West,
including but not limited to: statements in connection with the Placing and
the issuance of the Placing Shares (including each tranche thereof), including
the amounts expected to be invested, the timeline of certain events in respect
thereof, including the satisfaction of conditions for closing of the Placing,
Forward-looking statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast",
"expect", "potential", "project", "target", "schedule", "budget" and "intend"
and statements that an event or result "may", "will", "should", "could",
"would" or "might" occur or be achieved and other similar expressions and
includes the negatives thereof. All statements other than statements of
historical fact included in this news release, are forward-looking statements
that involve various risks and uncertainties and there can be no assurance
that such statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such statements.
Forward-looking statements are subject to risks and uncertainties that may
cause actual results to be materially different from those expressed or
implied by such forward-looking statements, including but not limited to:
risks related to receipt of regulatory approvals, risks related to general
economic and market conditions; risks related to the availability of
financing; the timing and content of upcoming work programmes; actual results
of proposed exploration activities; possible variations in Mineral Resources
or grade; outcome of the current Feasibility Study; projected dates to
commence mining operations; failure of plant, equipment or processes to
operate as anticipated; accidents, labour disputes, title disputes, claims and
limitations on insurance coverage and other risks of the mining industry;
changes in national and local government regulation of mining operations, tax
rules and regulations. The list is not exhaustive of the factors that may
affect the Company's forward-looking statements.
Tungsten West's forward-looking statements are based on the opinions and
estimates of management and reflect their current expectations regarding
future events and operating performance and speak only as of the date such
statements are made. Although the Company has attempted to identify important
factors that could cause actual actions, events or results to differ from
those described in forward- looking statements, there may be other factors
that cause such actions, events or results to differ materially from those
anticipated. There can be no assurance that forward-looking statements will
prove to be accurate and accordingly readers are cautioned not to place undue
reliance on forward-looking statements. Accordingly, readers should not place
undue reliance on forward-looking statements. Tungsten West does not assume
any obligation to update forward-looking statements if circumstances or
management's beliefs, expectations or opinions should change other than as
required by applicable law.
The distribution of this Announcement and other information in connection with
the Placing in certain jurisdictions may be restricted by law and persons into
whose possession this Announcement, any document or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither this
Announcement nor any part of it nor the fact of its distribution shall form
the basis of or be relied on in connection with or act as an inducement to
enter into any contract or commitment whatsoever.
Hannam & Partners, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Sole Bookrunner and Placing Agent to the Company.
Hannam & Partners has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Hannam & Partners
for the accuracy of any information or opinions contained in this Announcement
or for the omission of any material information.
Strand Hanson is acting as Nominated Adviser to the Company and is authorised
and regulated by the FCA in the United Kingdom. The responsibilities of
Strand Hanson as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
Announcement, or otherwise.
This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information. The price and value of securities can go down
as well as up. Past performance is not a guide to future performance.
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 Nominated Adviser or Bookrunner or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
Information to Distributors
UK Product Governance Requirements
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 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 the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK 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 UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Placing Agent will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to 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 EU Product
Governance Requirements (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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Placing Agent will only procure investors who meet the
criteria of professional clients and eligible counterparties.
Furthermore, it is noted that, notwithstanding the UK Target Market Assessment
and the EU Target Market Assessment, the Placing Agent will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the EU Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf), by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (each, a
"Placee") will be deemed to have read and understood this Announcement in its
entirety; and to be participating and making such offer and subscribing for
Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"),. Each Placee will be deemed to have provided, and
shall only be permitted to participate in the Placing on the basis that it has
provided, the representations, warranties, undertakings, agreements,
acknowledgments, confirmations and indemnities contained in the Terms and
Conditions, including those related to its status under the Securities Act and
applicable selling restrictions. The Placing Shares are being offered and
sold on behalf of the Company outside the United States in an "offshore
transaction" as defined in, and in reliance on, Regulation S under the
Securities Act, and any resale of such Placing Shares into the United States
shall comply with the distribution compliance period and other requirements of
Rules 903 or 904 of Regulation S. Any offer and sale of Placing Shares in the
United States, if made, will be made only in a transaction not involving any
public offering within the meaning of Section 4(a)(2) of the Securities Act to
a purchaser that initiates the transaction on an unsolicited basis, and will
be effected without any form of general solicitation or general advertising.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AND IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT ELIGIBLE PERSONS (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") (EACH A "RELEVANT
STATE"), QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1
TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024/105 WHO ARE
ALSO (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B),
and (C), ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE IN RELEVANT STATES ONLY TO QUALIFIED INVESTORS AND, IN THE UNITED
KINGDOM, ONLY TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH QUALIFIED
INVESTORS IN RELEVANT STATES AND RELEVANT PERSONS IN THE UNITED KINGDOM. BY
ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS IN RELEVANT STATES WHO ARE NOT QUALIFIED INVESTORS BY
PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE OR AN AUTHORISED PERSON WITHIN THE MEANING OF FSMA OR ANY SECURITIES
COMMISSIONS OR REGULATORY AUTHORITY IN ANY OTHER JURISDICTION, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED. 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.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY. 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.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST, PRIOR TO DOING SO, SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO AND WITHOUT REQUIRING THE FILING OF A
PROSPECTUS OR REGISTRATION STATEMENT OR DELIVERING AN OFFERING MEMORANDUM OR
SIMILAR DISCLOSURE DOCUMENT UNDER ALL APPLICABLE SECURITIES LAWS. EACH PLACEE
SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED
ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OR
THE SECURITIES IN THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES REFERRED
TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, HONG KONG,
CANADA, ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.
THE PLACING WILL BE CONDUCTED OUTSIDE THE UNITED STATES IN AN "OFFSHORE
TRANSACTION" IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND,
SEPARATELY, ANY OFFER AND SALE OF SECURITIES IN THE UNITED STATES, IF MADE,
WILL BE MADE ONLY IN TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING PURSUANT
TO SECTION 4(A)(2) OF THE SECURITIES ACT AND ONLY TO PERSONS THAT INITIATE THE
TRANSACTION ON AN UNSOLICITED BASIS. NEITHER THE U.S. SECURITIES AND EXCHANGE
COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE COMPANY WILL HAVE NO OBLIGATION TO, AND DOES NOT INTEND TO, REGISTER ANY
RESALE OF THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
HANNAM & PARTNERS, WHICH IS AUTHORISED AND REGULATED BY THE FCA IN THE
UNITED KINGDOM, IS ACTING AS SOLE BOOKRUNNER AND PLACING AGENT TO THE COMPANY.
HANNAM & PARTNERS HAS NOT AUTHORISED THE CONTENTS OF, OR ANY PART OF, THIS
ANNOUNCEMENT, AND NO LIABILITY WHATSOEVER IS ACCEPTED BY HANNAM & PARTNERS
FOR THE ACCURACY OF ANY INFORMATION OR OPINIONS CONTAINED IN THIS ANNOUNCEMENT
OR FOR THE OMISSION OF ANY MATERIAL INFORMATION.
STRAND HANSON IS ACTING AS NOMINATED ADVISER TO THE COMPANY AND IS AUTHORISED
AND REGULATED BY THE FCA IN THE UNITED KINGDOM. THE RESPONSIBILITIES OF
STRAND HANSON AS THE COMPANY'S NOMINATED ADVISER UNDER THE AIM RULES FOR
COMPANIES AND THE AIM RULES FOR NOMINATED ADVISERS ARE OWED SOLELY TO LONDON
STOCK EXCHANGE AND ARE NOT OWED TO THE COMPANY OR TO ANY DIRECTOR OR
SHAREHOLDER OF THE COMPANY OR ANY OTHER PERSON, IN RESPECT OF ITS DECISION TO
ACQUIRE SHARES IN THE CAPITAL OF THE COMPANY IN RELIANCE ON ANY PART OF THIS
ANNOUNCEMENT, OR OTHERWISE.
SAVE FOR THE RESPONSIBILITIES AND LIABILITIES, IF ANY, OF HANNAM &
PARTNERS AND STRAND HANSON UNDER FSMA OR THE REGULATORY REGIME ESTABLISHED
THEREUNDER OR IN RESPECT OF FRAUDULENT MISREPRESENTATION, NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND
NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY OR ON BEHALF OF
HANNAM & PARTNERS AND STRAND HANSON OR BY ITS RESPECTIVE AFFILIATES,
AGENTS, DIRECTORS, OFFICERS AND EMPLOYEES AS TO, OR IN RELATION TO, THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR
ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the POATR, as applicable, from the requirement
to produce an admission document or prospectus.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of any Restricted
Jurisdiction.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate independent advice before taking any
action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Placing Agent, any of its respective affiliates or any person
acting on their behalf 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 party or its advisers, and any liability
therefore is expressly disclaimed.
By participating in the Bookbuild and the Placing, each Placee by whom or on
whose behalf a commitment to acquire Placing Shares has been given will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the Terms and
Conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained
herein. The Terms and Conditions set out in this Announcement apply to
Placees, each of whom confirms his or its agreement, whether by telephone or
otherwise, with the Placing Agent to subscribe and pay for Placing Shares in
the Placing.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
i. it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
ii. it is acquiring the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion;
iii. if it is in the United Kingdom and/or if it is a
financial intermediary as such term is used in Regulation 7(4) of POATR, any
Placing Shares acquired by it in the Placing will not be acquired or
subscribed for on a non-discretionary basis on behalf of, nor will they be
acquired or subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors or in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in the United Kingdom to UK Qualified Investors, or in
circumstances in which the prior consent of the Placing Agent has been given
to each such proposed offer or resale;
iv. if it is in a member state of the EEA and/or if it is
a financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation, any Placing Shares acquired or subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired or subscribed for with a view to their offer or
resale to persons in any member state of the EEA other than to EEA Qualified
Investors or in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in a member state of the EEA to EEA
Qualified Investors, or in circumstances in which the prior consent of the
Placing Agent has been given to each such proposed offer or resale; and
v. if it is in the United States, that it is purchasing
pursuant to Section 4(a)(2) of the Securities Act and further represents,
warrants, acknowledges and agrees that the Placing Shares have not been and
will not be registered under the Securities Act and are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, and
that any offer, sale, pledge or other transfer of the Placing Shares or any
interest therein may be made only pursuant to an effective registration
statement under the Securities Act, in an offshore transaction in compliance
with Regulation S, or pursuant to another available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, and, in each case, in compliance with any applicable securities laws of
any state or other jurisdiction of the United States and the transfer
restrictions applicable to the Placing Shares.
The Placing Agent does not make any representation to any Placees regarding an
investment in the Placing Shares.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including funds or other similar institutions) by whom or on
whose behalf a commitment to take up Placing Shares has been given and who has
been invited to participate in the Placing by the Placing Agent.
All obligations of the Placing Agent under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement, including
(without limitation) those referred to below under 'Conditions of the
Placing'.
Capitalised terms not otherwise defined in this Appendix I are as defined in
the section headed 'Definitions' in Appendix II of this
Announcement.
2. Details of the Placing Agreement and the Placing Shares
Hannam & Partners is acting as Bookrunner and Placing Agent in connection
with the Placing and together with Strand Hanson has entered into the Placing
Agreement with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, the Bookrunner as agent for and
on behalf of the Company, has agreed to use its respective reasonable
endeavours to procure placees for the Placing Shares. The Placing is not being
underwritten by the Placing Agent or any other person nor is any part of the
Placing.
The price per Ordinary Share at which the Placing Shares are to be placed is
18 pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunner. Details
of the total number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild via the Results Announcement.
The Placing Shares will be allotted and issued in two tranches:
- the first tranche will be up to a maximum of 100 million First
Tranche Placing Shares utilising the Company's existing share issuance
authorities; and
- the Second Tranche Placing Shares, being the balance of the
Placing Shares not issuable in the First Admission will be allotted and issued
conditional upon (inter alia) approval of the Resolutions at the General
Meeting.
The Placing Shares have been, or will be duly authorised and will, when issued
by the Company, subject to receipt by the Company in full of the consideration
for such Placing Shares, be credited as fully paid and will be issued subject
to the Articles of the Company and 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 on or in respect of the Shares
after the date of issue of the Placing Shares, and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and equities
other than applicable restrictions on transfer or resale imposed by applicable
securities laws.
3. Application for listing and admission to trading of the
Placing Shares
Applications will be made to the London Stock Exchange for First Admission of
the First Tranche Placing Shares to trading on AIM and for Second Admission of
the Second Tranche Placing Shares.
It is expected that:
- First Admission will occur at 8.00 a.m. on 11
February 2026 (or such later time or date as the Bookrunner and Strand Hanson
may agree with the Company, being no later than 8.00 a.m. on 13 February 2026)
and that dealings in the First Tranche Placing Shares will commence at that
time;
- Second Admission will occur on or about at 8.00
a.m. on 27 February 2026 (or such later time or date as the Bookrunner and
Strand Hanson may agree with the Company, being no later than 8.00 a.m. on 2
March 2026) and that dealings in the Second Tranche Placing Shares will
commence at that time.
4. Bookbuild
Following this Announcement, the Bookrunner will commence the Bookbuild
process to determine demand for participation in the Placing by Placees. This
Announcement 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 Agent and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
5. Participation in, and principal terms of, the Placing
1. Hannam & Partners is arranging the Placing as Bookrunner and
Placing Agent, on behalf of the Company.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Placing Agent without
requiring the filing of a prospectus or registration statement or delivering
an offering memorandum or similar disclosure document under all applicable
securities laws. The Placing Agent may itself 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.
3. The Bookbuild, if successful, will establish the aggregate amount
payable to the Placing Agent, as settlement agent for the Company, by all
Placees whose bids are successful. The number of Placing Shares will be
agreed by the Bookrunner (in consultation with the Company) following
completion of the Bookbuild. The number of Placing Shares to be issued (in
aggregate) will be announced on an RIS following the completion of the
Bookbuild via the Results Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to the Placing Agent. Each bid
should state the number of Placing Shares up to which the prospective Placee
wishes to subscribe for at the Issue Price. A bid in the Bookbuild will be
made on the Terms and Conditions in this Appendix I and shall constitute a
legally binding offer from the Placee on behalf of which it is made. Such
offer will not be capable of variation or revocation after the time at which
it is submitted, except with the Placing Agent's consent. Bids may be scaled
down by the Bookrunner on the basis referred to in paragraph 6 below. The
Placing Agent reserves the right not to accept bids or to accept bids in part
rather than in whole without further consultation with the prospective
Placees. The acceptance of the bids shall be at the Placing Agent's absolute
discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 12.00 p.m. on 5
February 2026 but may be closed earlier or later at the discretion of the
Bookrunner. The Placing Agent may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company reserves the
right (upon the prior agreement of the Bookrunner) to reduce the number of
shares to be issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Bookrunner after consultation with the Company (and in accordance with the
Bookrunner's allocation policy as has been supplied by the Bookrunner to the
Company in advance of such consultation). Allocations will be confirmed orally
by the relevant Placing Agent to the Placee and a Contract Note will be
despatched as soon as possible thereafter. The Placing Agent's oral
confirmation to such Placee shall trigger the obligation for such person (who
will at that point become a Placee) to subscribe for the number of Placing
Shares allocated to it and to pay the Issue Price in respect of each such
share on the Terms and Conditions set out in this Appendix I and in accordance
with the Company's Articles.
7. Each Placee's allocation and commitment will be evidenced by a
Contract Note issued to such Placee. The terms of this Appendix I will be
deemed incorporated in that Contract Note.
8. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the Placing will be subject
to fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement" prior to First Admission in respect of the First Tranche Placing
Shares and prior to Second Admission in respect of the Second Tranche Placing
Shares.
10. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, neither the Placing Agent,
the Company nor any of their respective affiliates, agents, directors,
officers, representatives 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, none of the Placing Agent, the Company,
nor any of their respective affiliates, agents, directors, officers
representatives or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of each Placing Agent's conduct of the Placing.
12. The Placing Shares will be issued subject to the terms and conditions
of this Announcement and each Placee's commitment to subscribe for Placing
Shares on the terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Placing Agent's conduct of the
Placing.
13. All times and dates in this Announcement may be subject to amendment.
The Placing Agent shall notify the Placees and any person acting on behalf of
the Placees of any changes.
6. Conditions of the Placing
The Placing and each of the First Admission and Second Admission is subject to
certain conditions set out in the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.
The obligations of the Placing Agent under the Placing Agreement in respect of
the First Tranche Placing Shares are conditional on customary conditions,
including (amongst others) (the "First Conditions"):
1. the Placing Agreement becoming unconditional in respect of the
First Tranche Placing Shares save for First Admission and not being terminated
in accordance with its terms;
2. the despatch of the notice of General Meeting to shareholders of
the Company prior to First Admission;
3. the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed or satisfied on or prior to First Admission;
4. each of the warranties being true and accurate and not misleading
as at the date of the Placing Agreement and at all times up to and including
First Admission as though they had been given and made on such dates by
reference to the facts and circumstances then subsisting;
5. the release of the Results Announcement, the Retail Offer
Announcement and the Retail Offer Results Announcement;
6. the First Admission of the First Tranche Placing Shares to trading
on AIM on 11 February 2026 (or such later time and/or date as the Company, the
Placing Agent and Strand Hanson may agree,) ("First Admission Long Stop
Date").
The obligations of the Placing Agent under the Placing Agreement in respect of
the Second Tranche Placing Shares are conditional on customary conditions,
including (amongst others) (the "Second Conditions", together with the First
Conditions, the "Conditions"):
1. First Admission having occurred not later than 8.00 a.m. on 11
February 2026 or such later date as the Company, the Placing Agent and Strand
Hanson may agree, but in any event not later than the First Admission Longstop
Date;
2. The fulfilment by the Company of its obligations in respect of the
First Tranche Placing Shares by the time specified therein;
3. the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed or satisfied on or prior to Second Admission;
4. Each of the warranties being true and accurate and not misleading as
at the date of the Placing Agreement and at all times up to and including
Second Admission;
5. All Resolutions having been passed at the General Meeting;
6. the Second Admission of the Second Tranche Placing Shares to trading
on AIM not later than 8.00 a.m. on 27 February 2026 or such later date as
the Company, the Placing Agent and Strand Hanson may agree, but in any event
not later than 8.00 a.m. on 2 March 2026 ("Second Admission Longstop Date").
The Fundraise will be effected in such manner to ensure that no individual
shareholder or any parties deemed to be acting in concert acquire any Placing
Shares or Retail Offer Shares which would result in a rule 9 offer having to
be made under the Takeover Code ("Rule 9 Offer"). In the event that the
allocation of the Placing Shares would result in a Rule 9 Offer having to be
made, the Company shall first be required to obtain a rule 9 waiver from
independent shareholders before closing the Placing.
Completion of the First Tranche Placing is not conditional on the Second
Tranche Placing completing. Completion of Second Admission is conditional upon
the completion of First Admission.
IF THE CONDITIONS TO THE ISSUE OF THE SECOND TRANCHE PLACING SHARES ARE NOT
SUBSEQUENTLY SATISFIED (INCLUDING THE PASSING OF THE NECESSARY SHAREHOLDER
RESOLUTIONS AT THE GENERAL MEETING), THE SECOND TRANCHE PLACING SHARES WILL
NOT BE ISSUED BY THE COMPANY NOTWITHSTANDING THE FACT THAT THE FIRST TRANCHE
PLACING SHARES WILL ALREADY BE IN ISSUE.
If, in respect of either First Admission or Second Admission: (i) any of the
conditions relating to that tranche contained in the Placing Agreement,
including (without limitation) those described above, are not fulfilled or
(where applicable) waived by the Placing Agent by the relevant time or date
specified (or such later time or date as the Company and the Placing Agent may
agree, being not later than 8.00 am on First Admission Longstop Date or Second
Admission Longstop Date as applicable date); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to terminate
under the Placing Agreement", that tranche of the Placing, in respect of the
First Tranche Placing Shares and/or Second Tranche Placing Shares, will lapse
and the Placees' rights and obligations hereunder in relation to that tranche
of Placing Shares as applicable shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect thereof. If the
Placing Agreement is terminated after the First Admission but prior to Second
Admission, such termination shall be without prejudice to the First Admission.
The Placing Agent and Strand Hanson may, jointly, at their discretion and upon
such terms as they think fit, waive compliance by the Company with the whole
or any part of any of their obligations in relation to the Conditions or
extend the time or date provided for fulfilment of any such Conditions in
respect of all or any part of the performance thereof, save in respect of any
condition relating to First Admission and Second Admission or the passing of
the Resolutions. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix I.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Placing Agent and Strand Hanson by the relevant time or date specified (or
such later time or date as Placing Agent and Strand Hanson may agree with the
Company, being no later than the First Admission Longstop Date in respect of
the First Tranche Placing Shares or the Second Admission Longstop Date in
respect of the Second Tranche Placing Shares); or (ii) the Placing Agreement
is terminated in the circumstances specified below under "Right to terminate
under the Placing Agreement" prior to First Admission, the Placing will not
proceed 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 on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof; or (iii) the Placing
Agreement is terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement" prior to Second Admission but after
First Admission, the Placing will not proceed in respect of the Second Tranche
Placing Shares and the Placees' rights and obligations hereunder in relation
to the Second Tranche Placing Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect thereof, such
termination shall be without prejudice to the First Admission.
None of the Placing Agent, Strand Hanson or the Company, or any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Placing Agent and Strand Hanson.
Scaling back
The Placing Agent (after consulting with the Company) reserves the right to
scale back the number of Placing Shares to be subscribed by any Placee or the
number of Placing Shares to be subscribed for by all Placees in aggregate.
The Placing Agent also reserves the right not to offer allocations of Placing
Shares to any person and not to accept offers to subscribe for Placing Shares
or to accept such offers in part rather than in whole. The Placing Agent shall
be entitled to effect the Placing by such alternative method to the Bookbuild
as they shall in their sole discretion lawfully determine in the exercise of
their appointment and the powers, authority and discretion conferred on them.
To the fullest extent permissible by law, neither the Placing Agent nor any
holding company of any of it, nor any subsidiary, branch or affiliate of the
Placing Agent (each an "Affiliate") nor any person acting on behalf of any of
the foregoing shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither the
Placing Agent, nor any of its respective Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in respect of
its conduct of the Placing.
7. Right to terminate under the Placing Agreement
The Placing Agent is entitled, at any time before Admission, having consulted
with Strand Hanson, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including (amongst other things) if:
1. any of the Conditions (other than the Conditions relating to First
Admission and Second Admission (referred to as the "Admission Condition")
which is not waived (if capable of waiver), is not satisfied or becomes
incapable, for any reason, of being satisfied before Admission;
2. the Company has, in the opinion of the Placing Agent acting in
good faith, failed to comply, following a reasonable opportunity to rectify
any non-compliance, in any material respect with any of its obligations under
the Placing Agreement or a material breach of this Agreement shall have
occurred;
4. any of the warranties are not true and accurate in any material
respect when given;
5. it has come to the notice of the Placing Agent that any
statement contained in this Announcement has become untrue, incorrect or
misleading in any material respect or that statements have been omitted from
the Announcement which, in any such case, in the opinion of the Placing Agent
, is material in the context of the Placing or any element of it;
6. there having occurred or, in the opinion of the Placing Agent,
it being reasonably likely that there will occur, any adverse change in
national or international financial, economic, market or political conditions
or in the financial position or prospects of the Company or the Group (taken
as a whole) as a result of force majeure and which in the good faith opinion
of the Placing Agent, the effect of such change would be materially adverse to
the success of the Placing or would render proceeding with the Placing
impracticable or inadvisable; and/or
7. there having occurred or, in the good faith opinion of the
Placing Agent, it being reasonably likely that there will occur prior to
Admission, a general moratorium on commercial banking activities in London
declared by the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the United Kingdom.
If the Placing Agreement is terminated after the First Admission, but prior to
Second Admission, such termination shall be without prejudice to the First
Admission.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees with the Company and the
Placing Agent that (i) the exercise by the Placing Agent of any right of
termination or of any other discretion under the Placing Agreement shall be
within the absolute discretion of the Placing Agent and that it need not make
any reference to, or consult with, Placees and that they (nor any of them)
shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and obligations
terminate only in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by it after
oral confirmation by the Placing Agent of the allocation and commitments
following the close of the Bookbuild.
8. Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BP6QM557)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Placing Agent reserves the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The Placing Agent is acting as settlement bank. Following the close of the
Bookbuild, each Placee to be allocated Placing Shares in the Placing will be
sent a Contract Note stating the number of Placing Shares allocated to them at
the Issue Price, the aggregate amount owed by such Placee to a Placing Agent
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 the Placing Agent.
The Company will deliver (or will procure the delivery of) the Placing Shares
to CREST accounts operated by the Placing Agent as agent for the Company and
the Placing Agent will each enter its respective delivery instruction into the
CREST system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares to that
Placee against payment.
It is expected that settlement:
- in respect of the First Tranche Placing Shares will take place at
8.00 a.m. on or about 11 February 2026; and
- the Second Tranche Placing Shares will take place at 8.00 a.m. on
or about 27 February 2026,
on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Placing Agent may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
from the Placing Agent'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 will be required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) 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 Contract Note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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), neither the Placing Agent or the Company shall be responsible for
payment thereof.
9. No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange or any securities commission or other
regulatory body in any other jurisdiction in relation to the Placing or the
Placing Shares and Placees' commitments will be made solely on the basis of
their own assessment of the Company, the Placing Shares and the Placing based
on the information contained in this Announcement and the announcement of the
results of the Placing (the "Results Announcement") (together, the "Placing
Documents") and any information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information") and subject
to any further terms set forth in the Contract Note sent to Placees by the
Placing Agent to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Placing Agent or the Company or any
other person and none of the Placing Agent, the Company nor any other person
acting on such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax advisor and business advisor for
legal, tax and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
10. Representations, warranties, undertakings and acknowledgements
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be, for itself and for any such
prospective Placee, save where the Placing Agent expressly agree in writing to
the contrary) with the Placing Agent (in its capacity as placing agent in
respect of the Placing) and the Company, in each case as a fundamental term of
its application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and
its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein and it has not relied
on, and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than the
information contained in the Placing Documents and the Publicly Available
Information;
2. the Shares are admitted to trading on AIM and that the Company is
therefore required to publish certain business and financial information in
accordance with the AIM Rules which includes a description of the Company's
business and the Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to such
information without undue difficulty, and is able to obtain and has obtained
access to such information or comparable information concerning any other
publicly traded companies, without undue difficulty;
3. to be bound by the terms of the Articles;
4. the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither the Placing Agent nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes or
duties imposed in any jurisdiction (including interest and penalties relating
thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Placing Agent and the Company on an
after-tax basis in respect of any Indemnified Taxes;
5. neither the Placing Agent nor any of its respective affiliates
agents, directors, officers, representatives or employees accept any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this
Appendix I;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Placing Agent;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
9. it is a Relevant Person and therefore no prospectus or other
offering document is required under applicable securities laws, including the
POATRs, nor will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive a
prospectus or other offering document in connection with the Bookbuild, the
Placing or the Placing Shares and therefore certain protections, rights and
remedies provided in applicable securities laws, including statutory rights of
rescission or damages, may not be available to it;
10. in connection with the Placing, the Placing Agent and any of its
respective affiliates acting as an investor for their own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for their own account such Placing Shares in the Company and
any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Placing Agent or
any of its affiliates acting in such capacity;
11. the Placing Agent and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the Placing
Agent and any of its affiliates may from time to time acquire, hold or dispose
of such securities of the Company, including the Placing Shares;
12. the Placing Agent does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. the Placing Agent does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
14. the Placing Agent does not have duties or responsibilities to any
Placee 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;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither the Placing Agent nor any
of its affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by the
Placing Agent nor the Company nor any of their respective affiliates, agents,
directors, officers, representatives or employees acting on behalf of any of
them with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in the Placing
Documents, or the Publicly Available Information or otherwise;
18. neither the Placing Agent nor the Company nor any of their respective
affiliates, agents, directors, officers, representatives or employees or any
person acting on behalf of any of them has provided, nor will provide, it with
any material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any of the Placing Agent
or the Company or any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or information;
19. neither the Placing Agent nor the Company will be liable for any
Placee's decision 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;
20. it may not rely, and has not relied, on any investigation that the
Placing Agent, or any of its respective affiliates or any person acting on
their behalf, may have conducted with respect to the Placing Shares, the terms
of the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
21. in making any decision to subscribe for 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 the
Placing Shares;
(b) will not look to any Placing Agent for all or part of any such loss
it may suffer;
(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;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares in consultation with its independent
advisors; and
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares as principal for its own
account or for a fully managed account with respect to which it exercises sole
investment discretion without requiring a client's express consent to a
transaction and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Appendix I;
23. it is acting as principal only in respect of the Placing or, if it is
acting for a fully managed account with respect to which it exercises sole
investment discretion without requiring a client's express consent to a
transaction, it:
(a) is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) will remain liable to the Company and/or the Placing Agent 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. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has 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 Appendix I) 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 the Placing Agent or 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;
25. where it is subscribing for Placing Shares for one or more fully
managed accounts with respect to which it exercises sole investment discretion
without requiring a client's express consent to a transaction, it is
authorised in writing by each such managed account to subscribe for the
Placing Shares for each such managed account;
26. it irrevocably appoints any duly authorised officer of the Placing
Agent as its agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Appendix I;
27. the Placing Shares 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
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
28. the Placing Shares may not be offered, sold, delivered or
distributed, directly or indirectly, in or into or through a market in
(subject to certain limited exceptions) the Restricted Jurisdictions or any
jurisdiction in which it would be unlawful to do so and no action has been or
will be taken by any of the Company or the Placing Agent or any person acting
on behalf of the Company or the Placing Agent that would, or is intended to,
permit a public offer of the Placing Shares in the Restricted Jurisdictions or
any country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or the
Placing Agent or any person acting on behalf of the Company or the Placing
Agent 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;
30. unless otherwise specifically agreed with the Placing Agent, 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, Hong Kong, Singapore, New Zealand, Japan, the Republic
of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to a Placing Agent
and the Company:
(a) if he or she is an individual, his or her nationality and
jurisdiction of residence; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it understands that any investment or investment activity to which
this Announcement relates is available only to, in the United Kingdom,
Relevant Persons, and will be engaged in only with such persons, and further
understands that this Announcement must not be acted on or relied on by
persons who are not, in the United Kingdom, Relevant Persons;
33. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
34. if a financial intermediary, as that term is used in Article 5(1) of
the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable),
the Placing Shares subscribed for/purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state of the EEA
which has implemented the EU Prospectus Regulation other than Qualified
Investors or persons in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Placing Agent has been given
to each proposed offer or resale;
35. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
39. if in a member state of the EEA, unless otherwise specifically agreed
with a Placing Agent in writing, it is a Qualified Investor, it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of Paragraph 15 of the POATRs;
40. If a U.S. investor in reliance on Section 4(a)(2) of the Securities Act,
(a) Each Placee that is in the United States, or that is a U.S. person or is
acting for the account or benefit of a U.S. person, and that initiates a
purchase on an unsolicited basis, represents, warrants, acknowledges and
agrees that its order and purchase were initiated by it without any
solicitation by the Company, the Bookrunner or any of their respective
affiliates, that it is a sophisticated investor capable of evaluating the
merits and risks of an investment in the Placing Shares, that it has had the
opportunity to ask questions of and receive answers from the Company and to
obtain such additional information as it has deemed necessary to make an
informed investment decision, that it is acquiring the Placing Shares in a
transaction not involving any public offering within the meaning of Section
4(a)(2) of the Securities Act and without any form of general solicitation or
general advertising, that it is an "accredited investor" as defined in
Regulation D under the Securities Act, and that it is acquiring the Placing
Shares for investment and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act.
(b) Each Placee that is purchasing pursuant to Section 4(a)(2) further
represents, warrants, acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities Act and are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, and
that any offer, sale, pledge or other transfer of the Placing Shares or any
interest therein may be made only pursuant to an effective registration
statement under the Securities Act, in an offshore transaction in compliance
with Regulation S, or pursuant to another available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, and, in each case, in compliance with any applicable securities laws of
any state or other jurisdiction of the United States and the transfer
restrictions applicable to the Placing Shares.
(c) The Placee acknowledges that the Placing Shares will bear, or be
deemed to bear, a legend to the foregoing effect for so long as is required by
law, that appropriate restrictions may be noted on the Company's register of
members, and that the Company may refuse to register any transfer of Placing
Shares not made in compliance with the foregoing. Any hedging transactions
involving the Placing Shares may be conducted only in compliance with the
Securities Act.
(d) Each Placee purchasing pursuant to Section 4(a)(2) represents, warrants,
acknowledges and agrees that its purchase and any subsequent transfer will be
effected in compliance with the securities laws of the state or other
jurisdiction in which it is located or to which it is subject, that it is a
person to whom the Placing Shares may be lawfully offered and sold without
registration or qualification under applicable state securities laws, and that
it will provide such information as the Company or the Bookrunner may
reasonably request to support any required state notices or filings.
40. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by the Placing Agent in their respective capacity as authorised
persons under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a financial
promotion by an authorised person;
41. it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and UK MAR) in respect of
anything done in, from or otherwise involving, the United Kingdom);
42. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
43. it is aware of its obligations and has complied with its obligations
under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "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 Regulations;
44. in order to ensure compliance with the Regulations, the Placing Agent
(for itself and as agent on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to the Placing Agent or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Placing Agent's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the Placing Agent's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time after a
request for verification of identify a Placing Agent (for itself and as agent
on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, either the Placing Agent and/or the Company
may, at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
45. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(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;
46. it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix I on the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Placing Agent 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 falls short of
the product of the relevant Issue Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
47. any money held in an account with a Placing Agent on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money will not be
segregated from the Placing Agent's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;
48. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Placing Agent 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;
49. its allocation of Placing Shares will be split pro rata with the
other First Tranche Placing Shares between the First Admission and the Second
Admission (or as the Placing Agent may otherwise determine);
50. that the allotment and issue of the Second Tranche Placing Shares is
conditional (inter alia) upon the passing of the Resolutions at the General
Meeting, and that there is no guarantee that the Resolutions will be passed
and therefore that such Second Tranche Placing Shares will be issued;
51. the Placing Shares are being offered and sold on behalf of the Company
outside the United States in an "offshore transaction" as defined in, and in
reliance on, Regulation S under the Securities Act; and separately, any offer
and sale of securities in the United States, if made, will be made only in
transactions not involving any public offering pursuant to Section 4(a)(2) of
the Securities Act pursuant to an exemption from, or in a transaction not
subject to the registration requirements of the Securities Act. Any such
offer or sale of Placing Shares in the United States, if made, will be made
only in transactions not involving any public offering pursuant to Section
4(a)(2) of the Securities Act and only to persons that initiate the
transaction on an unsolicited basis. Neither the U.S. Securities and Exchange
Commission nor any U.S. state securities commission has approved or
disapproved of the securities or passed upon the adequacy or accuracy of this
Announcement, and any representation to the contrary is a criminal offence in
the United States;
52. it, and any person for whose account it is acquiring Placing Shares,
is, and at the time the Placing Shares are subscribed for will be either: (i)
located outside the United States, not a "U.S. person" (as defined in
Regulation S under the Securities Act), not acquiring the Placing Shares for
the account or benefit of any U.S. person, and acquiring the Placing Shares in
an "offshore transaction" as defined in and in compliance with Regulation S;
or (ii) contacted and participated in the offering on a private basis and not
as a result of any form of general solicitation or general advertising, a
sophisticated investor capable of evaluating the merits and risks of an
investment in the Placing Shares, having had the opportunity to ask questions
of and receive answers from the Company and to obtain such additional
information as it has deemed necessary to make an informed investment
decision, and acquiring the Placing Shares in a transaction not involving any
public offering within the meaning of Section 4(a)(2) of the Securities Act.
53. neither the Placing Agent nor its respective affiliates, nor any
person acting on behalf of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing;
54. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information
being made publicly available;
55. the rights and remedies of the Company and the Placing Agent under
the Terms and Conditions in this Appendix I are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others; and
56. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, 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 laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter 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 either
the Company or the Placing Agent 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;
57. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the contract note or other (oral or
written) confirmation will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or Placing Agent's conduct;
58. it has been advised to consult, and have so consulted or elected not
to consult, its own independent advisers with respect to all applicable laws
in respect of the Placing Shares, including applicable securities laws and
resale and transfer restrictions, and it acknowledges and agrees that it is
solely responsible for complying with all such laws, including applicable
securities laws and resale and transfer restrictions;
59. it understands that certain information provided by it, including its
name, address, telephone number and email address, the number of Placing
Shares being purchased, the exemption being relied upon by it in purchasing
the Placing Shares and its registrant or insider status, if applicable, will
be disclosed to the applicable securities regulatory authorities, such
information is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation and it will
be deemed to have authorised the indirect collection of such information by
such securities regulatory authorities. This information is being collected
for the purposes of the administration and enforcement of the securities
legislation of such jurisdictions. In the event the Placee has any questions
with respect to the indirect collection of such information by such securities
regulatory authorities and regulators, it should contact the applicable
securities regulatory authority or regulator using the contact information set
out below:
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as the Placing Agent and are irrevocable. The Placing Agent, the Company and
their respective affiliates and others will rely upon the truth and accuracy
of the foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Placing Agent 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Placing Agent and their respective affiliates, agents, directors,
officers, representatives and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix I or incurred by the
Placing Agent, the Company or any of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix I shall survive after completion of the Placing.
Where any Placee is acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
Each Placee represents, warrants, acknowledges and agrees that it, and any
person for whose account it is acquiring Placing Shares, is, and at the time
the Placing Shares are subscribed for will be located outside the United
States, is not a "U.S. person" (as defined in Regulation S under the
Securities Act ("Regulation S")), and is not acquiring the Placing Shares for
the account or benefit of any U.S. person.
The Bookrunner is not registered as a broker-dealer in the United States and
will not solicit or induce the purchase or sale of any security in the United
States. Any order from a U.S. person will be accepted only if initiated by
such person on an unsolicited basis, and any direct communications with the
Company or the Bookrunner in connection with such purchase have been initiated
by the purchaser and have not involved any solicitation.
11. Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
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.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Shareholders should not give rise to any
liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Shares on AIM (including instruments transferring Shares
and agreements to transfer Shares).
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 or duties
may be payable, for which neither the Company nor the Placing Agent will be
responsible and the Placees shall indemnify the Company and the Placing Agent
on an after-tax basis for any stamp duty or stamp duty reserve tax or other
similar taxes or duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Placing Agent in respect of any such
arrangements or dealings. If this is the case, each Placee should seek its own
advice and notify the Placing Agent accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and the Placing Agent are not liable to bear any taxes that arise
on a sale of Placing Shares subsequent to their acquisition by Placees. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify the Placing Agent and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold the Placing Agent and/or 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 in any jurisdiction to the extent that such interest, fines or
penalties arise from the unreasonable 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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
APPENDIX II
The following definitions apply to this Announcement as the context shall
admit:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the "AIM Rules for Companies" published by the London Stock Exchange governing
admission to AIM and the regulation of companies whose securities are admitted
to trading on AIM (including any guidance notes), as each may be amended or
reissued from time to time;
AIM Rules for Nominated Advisers the "AIM Rules for Nominated Advisers" published by the London Stock Exchange
governing the eligibility and ongoing responsibilities of and certain
disciplinary matters in relation to Nominated Advisers, as amended or reissued
from time to time;
Announcement this announcement including the appendices and the Terms and Conditions of the
Placing set out in Appendix I
Articles the articles of association of the Company as at the date of this Announcement
B Shares the B shares of the Company carrying the rights set out in the Articles
Bookbuild the accelerated bookbuilding process launched pursuant to this Announcement
Business Day a day (other than a Saturday, Sunday or public holiday (in England)) on which
(i) the London Stock Exchange is open for business and (ii) clearing banks are
generally open for a full range of banking transactions in the City of London
Certificated or in Certificated form not in uncertificated form (that is, not in CREST)
Company or Tungsten West Tungsten West Plc
Contract Note(s) the contract note(s) made between a Placing Agent and the Placees, which in
each case incorporates by reference the terms and conditions of the Placing
contained in this Announcement
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
Directors or Board the directors of the Company for the time being, together being the board of
directors
Drakewood Drakewood Capital Management Limited
EEA European Economic Area
Enlarged Share Capital the Existing Shares, together with the Fundraise Shares, being the issued
share capital of the Company immediately following Second Admission
EU Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Euroclear Euroclear UK & International Limited
EUWA the European Union (Withdrawal) Act 2018
Existing Shares the 775,220,231 Shares in issue at the date of this Announcement
First Admission Longstop Date 13 February 2026
FCA the Financial Conduct Authority of the United Kingdom
First Admission admission of the First Tranche Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules
First Tranche Shares the First Tranche Subscription Shares and the First Tranche Placing Shares
First Tranche Subscription Shares the proportion of Subscription Shares to be issued by the Company to the
Subscriber pursuant to the terms of the Subscription Agreement on First
Admission which are not conditional on the Resolutions being passed at the
General Meeting
First Tranche Placing Shares the new Ordinary Shares to be issued by the Company on First Admission
pursuant to the Placing, the numbers of which will be confirmed in the Results
Announcement
FSMA the Financial Services and Markets Act 2000
Fundraising or Fundraise together the Subscription, the Placing and the Retail Offer
Fundraise Shares the new Ordinary Shares expected to be issued by the Company pursuant to the
Fundraise
General Meeting the general meeting of the Company to be held on 26 February 2026, at the
offices of Arch Law Huckletree Bishopsgate, 8 Bishopsgate, London, United
Kingdom, EC2N 4BQ, to be held for the purposes of considering and, if thought
fit, passing the Resolutions
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
Hannam & Partners H & P Advisory Limited
Bookrunner Hannam & Partners
Issue Price 18p per Share
Lansdowne Lansdowne Partners (UK) LLP, acting for itself and for and on behalf of
Lansdowne Developed Markets Master Fund Limited
London Stock Exchange London Stock Exchange Group plc
MAR the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the EUWA
Nominated Adviser Strand Hanson Limited
Ordinary Shares the ordinary shares of 1p each in the share capital of the Company
Placees a person procured by or on behalf of the Placing Agent who agrees to subscribe
for Placing Shares at the Issue Price
Placing the conditional placing by the Placing Agent as an agent of the Company of the
Placing Shares at the Issue Price, in accordance with the Placing Agreement,
Placing Agent Hannam & Partners
Placing Agreement the agreement dated 5 February 2026 between the Company, the Placing Agent and
Strand Hanson relating to the Placing
Placing Documents this Announcement, the Results Announcement and any other announcement
released by the Company in connection with the Placing
POATRs the Public Offers and Admissions to Trading Regulations 2024/105
Placing Shares the new Ordinary Shares expected to be issued pursuant to the Placing,
comprising the First Tranche Placing Shares and the Second Tranche Placing
Shares
Project Financing the Fundraise and the Debt Financing
Publicly Available Information any information publicly announced through a regulatory information
service by or on behalf of the Company on or prior to the date of this
Announcement
Regulation S Regulation S promulgated under the Securities Act
Restricted Jurisdictions Australia, Hong Kong, New Zealand, Canada, the Republic of South Africa or
Japan or in any jurisdiction in which such publication or distribution is
unlawful or in any jurisdiction in which such publication or distribution is
unlawful or would require the filing of a prospectus or registration statement
or delivering an offering memorandum or similar disclosure document under
applicable securities laws
Resolutions the resolutions which will be set out in the notice of General Meeting
granting the Directors' authority to issue the Second Tranche Shares and the
Retail Offer Shares, amongst others, on a non-pre emptive basis
Results Announcement the announcement to be issued by the Company following completion of the
Bookbuild by the Placing Agent
Retail Book Retail Book Limited
Retail Offer a non-pre-emptive retail offer through Retail Book Limited for new Ordinary
Shares at the Issue Price
Retail Offer Shares the new Ordinary Shares to be issued pursuant to the Retail Offer
SDRT Stamp Duty Reserve Tax
Second Admission admission of the Second Tranche New Shares and the Retail Offer Shares to
trading on AIM becoming effective in accordance with the AIM Rules which is
expected to occur on or around 27 February 2026
Second Admission Longstop Date 2 March 2026
Second Tranche Shares the remaining Subscription Shares and Placing Shares which were not issued on
First Admission and which will be issued on Second Admission together with the
Retail Shares subject to the passing of the Resolutions at the General
Meeting
Second Tranche Placing Shares the new Ordinary Shares to be issued by the Company on Second Admission
pursuant to the Placing, the numbers of which will be confirmed in the Results
Announcement
Second Tranche Subscription Shares the proportion of Subscription Shares to be issued by the Company to the
Subscriber pursuant to the terms of the Subscription Agreement on Second
Admission
Shareholder a holder of Existing Shares
Subscriber the subscriber which has entered into the Subscription Agreement with the
Company on or around the date hereof in connection with the purchase of the
Subscription Shares
Subscription the subscription of the Subscription Shares by the Subscriber pursuant to the
terms of the Subscription Agreement
Subscription Agreement the agreement entered into between the Company and the Subscriber dated 5
February 2026 pursuant to which the Subscriber subscribed for the Subscription
Shares at the Issue Price
Subscription Shares the 162,712,757 new Ordinary Shares subscribed for by the Subscriber pursuant
to the terms of the Subscription Agreement
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act 2006
Takeover Code The City Code on Takeovers and Mergers
Terms and Conditions means the terms and conditions set out in Appendix I
uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
VAT UK value added tax
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCUVVNRNSUURRR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Tungsten West
See all newsREG - Tungsten West PLC - Subscription and Proposed Placing
AnnouncementREG - Tungsten West PLC - Retail Offer by RetailBook
AnnouncementREG - Tungsten West PLC - Project Update
AnnouncementREG - Tungsten West PLC - Results of General Meeting
AnnouncementREG - Tungsten West PLC - Posting of Circular and Notice of General Meeting
Announcement