REG - Velocys PLC - Fund raise of approximately £18.4 million <Origin Href="QuoteRef">VLSV.L</Origin> - Part 3

VelocysAnnouncement

15/01/2018 07:05

- Part 3: For the preceding part double click  ID:nRSO8393Bb 

  Each Firm Placee and any person acting on behalf of each Firm
Placee, acknowledges and agrees that Numis, Canaccord nor any of their
Affiliates may, at their absolute discretion, agree to become a Firm Placee in
respect of some or all of the Firm Placing Shares. 
 
8.7       When a Firm Placee or person acting on behalf of the Firm Placee is
dealing with Numis or Canaccord, any money held in an account with Numis or
Canaccord (as applicable) on behalf of the Firm Placee and/or any person
acting on behalf of the Firm Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under FSMA.  The Firm
Placee acknowledges and agrees 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 Numis' or Canaccord's money (as applicable) in
accordance with the client money rules and will be used by Numis or Canaccord
in the course of its own business; and the Firm Placee will rank only as a
general creditor of Numis or Canaccord (as applicable). 
 
8.8       Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. 
 
8.9       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. 
 
8.10      All times and dates in this Announcement may be subject to
amendment.  Numis and Canaccord shall notify the Firm Placees and any person
acting on behalf of a Firm Placee of any changes. 
 
DEFINITIONS 
 
The following definitions apply throughout this Announcement unless the
context otherwise requires: 
 
"Admission" - admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules 
 
"AIM " - the market of that name operated by the London Stock Exchange 
 
"AIM Rules" - the AIM Rules for Companies published by the London Stock
Exchange as they may be amended and replaced from time to time 
 
"Announcement" - this announcement (including the Appendix to this
announcement) 
 
"Canaccord" - Canaccord Genuity Limited, a company incorporated in England and
Wales, with registered number 01774003, whose registered office is at 88 Wood
Street, London EC2V 7QR 
 
"Company" - Velocys plc, a public limited company incorporated in England &
Wales under registered number 05712187 and having its registered office at
Harwell Innovation Centre, 173 Curie Avenue, Harwell, Oxfordshire, England,
OX11 0QG 
 
"CREST" - the relevant system (as defined in the Regulations) which enables
title to units of relevant securities (as defined in the Regulations) to be
evidenced and transferred without a written instrument and in respect of which
Euroclear UK & Ireland Limited is the Operator (as defined in the
Regulations) 
 
"FCA" - the Financial Conduct Authority 
 
"FirmPlacing" - the placing of the Firm Placing Shares at the Placing Price by
Numis, Canaccord and Other Brokers as agents for and on behalf of the Company
pursuant to the terms of the Placing Agreements 
 
"Firm Placing Shares" - 139,605,000 new Ordinary Shares to be issued in
connection with the Firm Placing 
 
"FSMA" - the Financial Services and Markets Act of 2000 (as amended) 
 
"Group" - the Company and its subsidiary undertakings prior to completion of
the Acquisition 
 
"Joint Broker Placing Agreement" - the conditional agreement dated 15 January
2018 relating to the Capital Raising, between the Company, Numis and
Canaccord 
 
"London Stock Exchange" - London Stock Exchange plc 
 
"Numis" - Numis Securities Limited, a private limited company incorporated in
England & Wales under registered number 2285918 and having its registered
office at 10 Paternoster Square, London EC4M 7LT 
 
"Open Offer" - the offer to Eligible Shareholders, constituting an invitation
to apply for the Open Offer Shares at the Placing Price on the terms and
subject to the conditions set out in the Circular and, in the case of Eligible
Non-CREST Shareholders, in the Application Form 
 
"Open Offer Shares" - 44,057,946 new Ordinary Shares to be issued in
connection with the Placing and Open Offer 
 
"Ordinary Shares" - ordinary shares of 1 penny each in the capital of the
Company 
 
"Other Brokers" -MC Peat & Co LLP, Turner Pope Investments (TPI) Limited and
Capital Access Group Limited 
 
"Placing" - the conditional placing of 44,057,946 new Ordinary Shares with
Henderson and Lansdowne, subject to clawback to satisfy valid acceptances by
Eligible Shareholders under the Open Offer 
 
"Placing Agreements" -the Joint Broker Placing Agreement and the other
conditional agreements relating to the Firm Placing between the Company and
each of the Other Brokers 
 
"Placing Price" - 10 pence per new Ordinary Share 
 
"Prospectus Directive" - the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC, as amended 
 
"Regulations" - the UK Uncertificated Securities Regulations 2001 (SI 2001 No.
3755), as amended 
 
"Securities Act" - the United States Securities Act of 1933, as amended 
 
"UK" or "United Kingdom" - the United Kingdom of Great Britain and Northern
Ireland 
 
"United States" or "US" - United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction 
 
APPENDIX II 
 
TERMS AND CONDITIONS OF THE OPEN OFFER 
 
1.      Introduction 
 
The Company invites Eligible Shareholders to apply, on and subject to the
terms and conditions set out in the Circular and in the Application Form, and
subject to the Articles of the Company, for Open Offer Shares at the Placing
Price, free from all expenses, payable in cash in full on application. Subject
to certain minimum subscriptions set out below, Eligible Shareholders are
being given the opportunity to subscribe for their Basic Entitlement at the
Placing Price payable in full on application and free of all expenses, pro
rata to their existing shareholdings. 
 
In addition to their Basic Entitlement, but only where they have exercised
their Basic Entitlement in full, Eligible Shareholders are invited to
subscribe for such Excess Entitlement at the Placing Price, free from all
expenses, payable in cash in full on application as they may choose. 
 
Any Open Offer Shares not issued to an Eligible Shareholder pursuant to their
Basic Entitlement will be apportioned between those Eligible Shareholders who
have applied for Excess Entitlements at the sole discretion of the Board,
provided that no Eligible Shareholder shall be required to subscribe for more
Open Offer Shares than he or she has specified on the Application Form or
through CREST. 
 
Only Eligible Shareholders, which means only Shareholders who are resident in
the UK, will be eligible to make an application for Open Offer Shares.
Shareholders domiciled in any other territory, including any other EEA member
state, will not be permitted to apply for any Open Offer Shares. 
 
The Open Offer Shares have been conditionally placed with two of the Company's
existing Shareholders, Henderson and Lansdowne, subject to clawback to satisfy
valid acceptances by Eligible Shareholders under the Open Offer. Henderson and
Lansdowne have agreed under the terms of the Placing Letters to subscribe for
the maximum number of Open Offer Shares at the Placing Price, subject to
clawback, on an equal basis. 
 
The Open Offer has been structured such that the maximum amount that can be
raised by the Company under the Open Offer will not exceed the sterling
equivalent of E5 million. This maximum limit has been set to ensure that the
Company is not required to produce an approved prospectus pursuant to section
85 of FSMA. The issue of a prospectus would considerably increase the costs of
the fundraising and it would take much longer to complete, as any such
prospectus would require the prior approval of the UKLA. Based on a £:E
exchange rate of 1.1233, this means that the maximum amount which could be
raised under the Open Offer is £4,451,171. The Company is proposing to raise
£4.4 million (before expenses) by way of the Open Offer. 
 
The Placing Price represents a discount of approximately 63.3 per cent. to the
closing mid-market price of 27.25 pence per Existing Ordinary Share on 12
January 2018. 
 
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares and the Firm Placing Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of their issue. The allotment and issue of the
Open Offer Shares will be made upon and be subject to the terms and conditions
set out in the Circular and in the Application Form. 
 
Application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Open Offer Shares will commence on
AIM at 8.00 a.m. on 1 February 2018. 
 
If an Eligible Shareholder does not wish to apply for Open Offer Shares he
should not complete or return the Application Form. 
 
A maximum number of 44,057,946 Open Offer Shares will be offered to Eligible
Shareholders as part of the Open Offer. In no circumstances will more than
this number of Ordinary Shares be issued pursuant to the Open Offer, even if
the Open Offer is over subscribed. 
 
2.       Principal terms and conditions of the Open Offer 
 
Eligible Shareholders are being given the opportunity to subscribe for their
Basic Entitlement at the Placing Price payable in full on application and free
of all expenses, pro rata to their existing shareholdings on the basis of: 
 
3 Open Offer Shares for every 10 Existing Ordinary Shares 
 
held at the Record Date. Basic Entitlement will be rounded down to the nearest
whole number of shares, Fractional entitlements which would have otherwise
arisen will not be issued, but will be aggregated and made available under the
excess application facility. 
 
Eligible Shareholders are also invited to apply for additional Open Offer
Shares in accordance with the Excess Entitlement. Any Open Offer Shares not
issued to an Eligible Shareholder pursuant to their Basic Entitlement will be
apportioned between those Eligible Shareholders who have applied for Excess
Entitlements at the sole discretion of the Board, provided that no Eligible
Shareholder shall be required to subscribe for more Open Offer Shares than he
or she has specified on the Application Form or through CREST. 
 
Eligible Shareholders may apply for, on and subject to the terms and
conditions set out in the Circular and in the accompanying Application Form,
any whole number of Open Offer Shares at the Placing Price subject to the
minimum subscription of £100 and thereafter in multiples of £100. 
 
Only Eligible Shareholders, which means only Shareholders who are resident in
the UK, will be eligible to make an application for Open Offer Shares.
Shareholders domiciled in any other territory, including any other EEA member
state, will not be permitted to apply for any Open Offer Shares. 
 
Eligible Shareholders should be aware that the Open Offer is not a rights
issue and the Application Form is not a negotiable document and cannot be
traded. Applications for Open Offer Shares may only be made by the Eligible
Shareholder originally entitled or by a person entitled by virtue of a bona
fide market claim. Open Offer Shares not applied for under the Open Offer will
not be sold in the market for the benefit of those who do not apply under the
Open Offer and Eligible Shareholders who do not apply to take up Open Offer
Shares will have no rights under the Open Offer. 
 
The Open Offer Shares have been conditionally placed with two of the Company's
existing Shareholders, Henderson and Lansdowne, subject to clawback to satisfy
valid acceptances by Eligible Shareholders under the Open Offer. Henderson and
Lansdowne have agreed under the terms of the Placing Letters to subscribe for
the maximum number of Open Offer Shares at the Placing Price, subject to
clawback, on an equal basis. 
 
3.       Conditions and further terms of the Open Offer 
 
The Open Offer is conditional on: 
 
(a)        the Resolutions being passed at the General Meeting; and 
 
(b)     the Joint Broker Placing Agreement becoming unconditional in all
respects, save for any condition relating to Admission of the Open Offer
Shares. 
 
Accordingly, if these conditions are not satisfied or waived (where capable of
waiver), the Open Offer will not proceed and any applications made by Eligible
Shareholders will be rejected. In such circumstances, application monies will
be returned (at the applicant's sole risk), without payment of interest, as
soon as practicable thereafter. 
 
No temporary documents of title will be issued in respect of the Open Offer
Shares held in uncertificated form. Definitive certificates in respect of Open
Offer Shares taken up are expected to be posted to those Eligible Shareholders
who have validly elected to hold their Open Offer Shares in certificated form
by 8 February 2018. In respect of those Eligible Shareholders who have validly
elected to hold their Open Offer Shares in uncertificated form, the Open Offer
Shares are expected to be credited to their stock accounts maintained in CREST
by as soon as possible after 8.00 a.m. on 1 February 2018. 
 
All monies received by the Receiving Agent in respect of Open Offer Shares
will be credited to a non-interest bearing account by the Receiving Agent. 
 
If for any reason it becomes necessary to adjust the expected timetable as set
out in the Circular, the Company will make an appropriate announcement to a
Regulatory Information Service giving details of the revised dates. 
 
4.       Procedure for Application and Payment 
 
The action to be taken by you in respect of the Open Offer depends on whether,
at the relevant time, you have an Application Form in respect of the Open
Offer or you have Open Offer Entitlements credited to your CREST stock
account. 
 
Eligible Shareholders who hold all their Existing Ordinary Shares in
certificated form will receive a personalised Application Form. The
Application Form will show the number of Ordinary Shares held at the Record
Date. It will also show Eligible Shareholders their Basic Entitlement and the
total number of Open Offer Shares available under their Open Offer Entitlement
that can be allotted in certificated form. Eligible Shareholders who hold all
their Existing Ordinary Shares in CREST will be allotted Open Offer Shares in
CREST. Eligible Shareholders who hold Existing Ordinary Shares partly in
certificated and partly in uncertificated form will be treated as having
separate holdings for the purpose of calculating their Basic Entitlement. It
will be possible for Eligible Shareholders to deposit Open Offer Entitlements
into, and withdraw them from, CREST. 
 
Eligible Shareholders who do not wish to apply for any Open Offer Shares under
the Open Offer should not complete or return the Application Form or submit a
USE message through CREST. Eligible Shareholders who hold their Ordinary
Shares through a nominee and who wish to apply for Open Offer Shares must
contact their nominee as such Eligible Shareholders will not be able to apply
for Open Offer Shares directly using the Application Form. 
 
(a)        If you receive an Application Form in respect of your Open Offer
Entitlements under the Open Offer 
 
(i)         General 
 
Subject as provided in paragraph 7 of this Appendix II in relation to Overseas
Shareholders, Eligible Non-CREST Shareholders will receive an Application
Form. The Application Form shows the number of Existing Ordinary Shares
registered in your name on the Open Offer Record Date. It also shows the
number of Open Offer Shares for which you may apply pursuant to your Basic
Entitlement, (on an initial pro rata basis) as shown by the total number of
Open Offer Shares allocated to you. You may apply for less than your initial
pro rata entitlement should you wish to do so. You may also apply for
additional Open Offer Shares by completing Box 3 on the Application Form
relating to your Excess Entitlement. 
 
Eligible Non-CREST Shareholders may also hold such an Application Form by
virtue of a bona fide market claim. If the total number of Open Offer Shares
applied for by all Eligible Shareholders exceeds 44,057,946 or if the proceeds
of the Open Offer would otherwise be E5 million or more, applications for Open
Offer Shares will be scaled back at the discretion of the Directors. The
instructions and other terms set out in the Application Form forms part of the
terms of the Open Offer in relation to Eligible Non-CREST Shareholders. 
 
(ii)        bona fide market claims 
 
Applications to acquire Open Offer Shares may only be made on the Application
Form and may only be made by the Eligible Non-CREST Shareholder named in it or
by a person entitled by virtue of a bona fide market claim in relation to a
purchase of Ordinary Shares through the market prior to the Ex-Entitlement
Date. Application Forms may not be assigned, transferred or split, except to
satisfy bona fide market claims up to 3.00 p.m. on 26 January 2018. The
Application Form will not be a negotiable document and will not be separately
tradeable. 
 
Shareholders should note that Excess Entitlements will not be subject to
Euroclear's market claims process. Qualifying CREST Shareholders claiming
Excess Entitlements by virtue of a bona fide market claim are advised to
contact the Receiving Agent to request a credit of the appropriate number of
entitlements to their CREST account. 
 
An Eligible Non-CREST Shareholder who has sold or otherwise transferred all or
part of his holding of Ordinary Shares prior to the Ex-Entitlement Date,
should consult his broker or other professional adviser as soon as possible,
as the invitation to acquire Open Offer Shares under the Open Offer may be a
benefit which may be claimed by the transferee. Eligible Non-CREST
Shareholders who have sold all or part of their registered holdings should, if
the market claim is to be settled outside CREST, complete Box 13 on the
Application Form and immediately send it to the stockbroker, bank or other
agent through whom the sale or transfer was effected for transmission to the
purchaser or transferee. The Application Form should not, however be forwarded
to or transmitted to any territory outside the United Kingdom. If the market
claim is to be settled outside CREST, the beneficiary of the claim should
follow the procedures set out in the Application Form. If the market claim is
to be settled in CREST, the beneficiary of the claim should follow the
procedure set out in paragraph 4(b)(ii) of this Appendix II below. 
 
(iii)       Application procedures 
 
Eligible Non-CREST Shareholders wishing to apply to acquire Open Offer Shares
should complete the Application Form in accordance with the instructions
printed on it. If the total number of Open Offer Shares applied for by all
Eligible Shareholders exceeds 44,057,946 or if the proceeds of the Open Offer
would otherwise be E5 million or more, applications will be scaled back at the
Directors discretion. 
 
Completed Application Forms should be posted in the pre-paid envelope
accompanying the Application Form or returned by post or by hand (during
normal business hours only) to the Receiving Agent, Link Asset Services,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
(who will act as Receiving Agent in relation to the Open Offer) so as to be
received by the Receiving Agent by no later than 11:00 a.m. on 30 January
2018, after which time Application Forms will not be valid. Eligible Non-CREST
Shareholders should note that applications, once made, will be irrevocable and
receipt thereof will not be acknowledged. Eligible Shareholders are
recommended to allow at least four working days for delivery if posted by
first class post. If you have any questions relating to the Circular, and the
completion and return of the Application Form, please telephone Link Asset
Services on +44 (0)371 664 0321. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open between
9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England
and Wales. Please note that Link Asset Services cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes. 
 
All payments must be in pounds sterling and made by cheque or bankers' draft
and should be made payable to "Link Market Services Ltd re: Velocys PLC a/c -
Acceptance A/C" and crossed "A/C payee only". Cheques or banker's drafts must
be drawn in sterling on a bank or building society in the UK which is either a
member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing
Company Limited or which has arranged for its cheques and banker's drafts to
be cleared through facilities provided by any of those companies or
committees. Such cheques or banker's drafts must bear the appropriate sort
code in the top right-hand corner and must be for the full amount payable on
the application. No application will be considered unless these requirements
are fulfilled. Eurocheques will not be accepted. 
 
Cheques should be drawn on the personal account to which the Eligible
Shareholder has sole or joint title to the funds. Third party cheques may not
be accepted with the exception of bankers' drafts/building society cheques
where the bank/building society has confirmed the name of the account holder
on the back of the draft/cheque and has added their stamp. The account name
must be the same as that of the applicant. 
 
Cheques and bankers' drafts will be presented for payment upon receipt and it
is a term of the Open Offer that cheques will be honoured on first
presentation. If cheques or bankers' drafts are presented for payment before
the conditions of the Open Offer are fulfilled, the application monies will be
kept in a separate non-interest bearing bank account pending fulfilment of
such conditions. If all the conditions of the Open Offer have not been
fulfilled or (where appropriate) waived by 31 January 2018 (or such later date
as the Company and its advisers may agree but in any event not later than 7
February 2018), application monies will be returned, without interest, by
crossed cheque in favour of the applicant(s) (at the applicant's risk) through
the post within 14 days after that date. 
 
The Company may in its sole discretion, but shall not be obliged to, treat an
Application Form as valid and binding on the person by whom or on whose behalf
it is lodged, even if not completed in accordance with the relevant
instructions or not accompanied by a valid power of attorney where required,
or if it otherwise does not strictly comply with the terms and conditions of
the Open Offer. The Company further reserves the right (but shall not be
obliged) to accept either: 
 
A.         Application Forms received after 11.00 a.m. on 30 January 2018; or 
 
B.         applications in respect of which remittances are received before
11.00 a.m. on 30 January 2018 from authorised persons (as defined in FSMA)
specifying the Open Offer Shares applied for and undertaking to lodge the
Application Form in due course but, in any event, within two Business Days. 
 
Multiple applications will not be accepted. All documents and remittances sent
by post by or to an applicant (or as the applicant may direct) will be sent at
the applicant's own risk. 
 
If Open Offer Shares have already been allotted to an Eligible Non-CREST
Shareholder and such Eligible Non-CREST Shareholder's cheque or banker's draft
is not honoured upon first presentation or such Eligible Non-CREST
Shareholder's application is subsequently otherwise deemed to be invalid, Link
Asset Services shall be authorised (in its absolute discretion as to manner,
timing and terms) to make arrangements, on behalf of the Company, for the sale
of such Eligible Non-CREST Shareholder's Open Offer Shares and for the
proceeds of sale (which for these purposes shall be deemed to be payments in
respect of successful applications) to be paid to and retained by the Company.
None of Link Asset Services, Joint Brokers, or the Company nor any other
person shall be responsible for, or have any liability for, any loss, expense
or damage suffered by such Eligible Non-CREST Shareholders. 
 
The instructions, notes and other terms set out in the Application Form
constitute part of the terms of the Open Offer. 
 
All enquiries in connection with the procedure for application and completion
of the Application Form should be addressed to the Receiving Agent, Link Asset
Services, Corporate Actions, The Registry 34 Beckenham Road, Beckenham, Kent,
BR3 4TU or you can contact the Receiving Agent Link Asset Services on +44
(0)371 664 0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Link Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes. 
 
(b)        If you have your Basic Entitlement and Excess Entitlement credited
to your stock account in CREST in respect of your entitlement under the Open
Offer 
 
(i)         General 
 
Each Eligible CREST Shareholder will receive a credit to his stock account in
CREST in respect of his Basic Entitlement and also in respect of his Excess
Entitlement (equal in size to the maximum number of Open Offer Shares
available under the Open Offer less an amount equal to the Eligible
Shareholder's Basic Entitlement). The CREST stock account to be credited will
be an account under the participant ID and member account ID that apply to the
Ordinary Shares held on the Record Date by the Eligible CREST Shareholder in
respect of whom the Open Offer Entitlements have been allocated. If for any
reason the Open Offer Entitlements cannot be admitted to CREST by, or the
stock accounts of Eligible CREST Shareholders cannot be credited by, 5.00 p.m.
on 16 January 2018, or such later time and/or date as the Company and Joint
Brokers may decide, an Application Form will be sent to each Eligible CREST
Shareholder in substitution for the Open Offer Entitlements which should have
been credited to his stock account in CREST. In these circumstances the
expected timetable as set out in the Circular will be adjusted as appropriate
and the provisions of the Circular applicable to Eligible Non-CREST
Shareholders with Application Forms will apply to Eligible CREST Shareholders
who receive such Application Forms. 
 
CREST members who wish to apply to acquire some or all of their entitlements
to Open Offer Shares should refer to the CREST Manual for further information
on the CREST procedures referred to below. Should you need advice with regard
to these procedures, please contact the Receiving Agent Link Asset Services on
+44 (0)371 664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Link Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes. 
 
(ii)        Market claims 
 
Although Open Offer Entitlements will be admitted to CREST and be enabled for
settlement, applications in respect of Open Offer Entitlements may only be
made by the Eligible Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim. Transactions identified by the CREST
Claims Processing Unit as "cum" the Open Offer Entitlement will generate an
appropriate market claim transaction and the relevant Open Offer
Entitlement(s)) will thereafter be transferred accordingly. 
 
Shareholders should note that Excess Entitlements will not be subject to
Euroclear's market claims process. Qualifying CREST Shareholders claiming
Excess Entitlements by virtue of a bona fide market claim are advised to
contact the Receiving Agent to request a credit of the appropriate number of
entitlements to their CREST account. 
 
(iii)       Unmatched Stock Event ("USE") instructions 
 
Eligible CREST Shareholders who are CREST members and who want to apply for
Open Offer Shares in respect of all or some of their Open Offer Entitlements
in CREST must send (or, if they are CREST sponsored members, procure that
their CREST sponsor sends) an USE instruction to Euroclear which, on its
settlement, will have the following effect: (i) the crediting of a stock
account of the Receiving Agent under the participant ID and member account ID
specified below, with a number of Open Offer Entitlements corresponding to the
number of Open Offer Shares applied for; and (ii) the creation of a CREST
payment, in accordance with the CREST payment arrangements in favour of the
payment bank of the Receiving Agent in respect of the amount specified in the
USE instruction which must be the full amount payable on application for the
number of Open Offer Shares referred to in (i) above. 
 
(iv)       Content of USE instruction in respect of Basic Entitlements 
 
The USE instruction must be properly authenticated in accordance with
Euroclear 's specifications and must contain, in addition to the other
information that is required for settlement in CREST, the following details: 
 
A.         the number of Open Offer Shares for which application is being made
and the number of Basic Entitlements being delivered to the Receiving Agent; 
 
B.         the ISIN of the Basic Entitlement. This is GB00BFNX4971; 
 
C.         the CREST participant ID of the accepting CREST member; 
 
D.         the CREST member account ID of the accepting CREST member from
which the Basic Entitlements are to be debited; 
 
E.         the participant ID of the Receiving Agent in its capacity as a
CREST receiving agent. This is 7RA33; 
 
F.         the member account ID of the Receiving Agent in its capacity as a
CREST receiving agent. This is 29440VEL; 
 
G.        the amount payable by means of a CREST payment on settlement of the
USE instruction. This must be the full amount payable on application for the
number of Open Offer Shares referred to in (i) above; 
 
H.         the intended settlement date. This must be on or before 11:00 a.m.
on 1 February 2018; and 
 
I.          the Corporate Action Number for the Open Offer. This will be
available by viewing the relevant corporate action details in CREST. 
 
In order for an application under the Open Offer to be valid, the USE
instruction must comply with the requirements as to authentication and
contents set out above and must settle on or before 11:00 a.m. on 1 February
2018. In order to assist prompt settlement of the USE instruction, CREST
members (or their sponsors, where applicable) may consider adding the
following non-mandatory fields to the USE instruction: 
 
1.         a contact name and telephone number (in the free format shared note
field); and 
 
2.         a priority of at least 80. 
 
CREST members and, in the case of CREST sponsored members, their CREST
sponsors, should note that the last time at which a USE instruction may settle
on 30 January 2018 in order to be valid is 11:00 a.m. on that day. 
 
In the event that the Placing and Open Offer do not become unconditional by
8.00 a.m. on 1 February 2018 or such later time and date as the Company and
Joint Brokers determine (being no later than 8.00 a.m. on 15 February 2018),
the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will
be disabled and the Receiving Agent will refund the amount paid by a Eligible
CREST Shareholder by way of a CREST payment, without interest, as soon as
practicable, but within 14 days, thereafter. 
 
(v)        Content of USE instruction in respect of Excess Entitlements 
 
The USE instruction must be properly authenticated in accordance with
Euroclear's specifications and must contain, in addition to the other
information that is required for settlement in CREST, the following details: 
 
A.         the number of Excess Entitlements for which application is being
made; 
 
B.         the ISIN of the Excess Entitlements. This is GB00BFNX4B95; 
 
C.         the CREST participant ID of the accepting CREST member; 
 
D.         the CREST member account ID of the accepting CREST member from
which the Excess Entitlements are to be debited; 
 
E.         the participant ID of the Receiving Agent in its capacity as a
CREST receiving agent. This is 7RA33; 
 
F.         the member account ID of the Receiving Agent in its capacity as a
CREST receiving agent. This is 29440VEL; 
 
G.        the amount payable by means of a CREST payment on settlement of the
USE instruction. This must be the full amount payable on application for the
number of Excess Entitlements referred to in (i) above; 
 
H.         the intended settlement date. This must be on or before 11:00 a.m.
on 1 February 2018; and 
 
I.          the Corporate Action Number for the Open Offer. This will be
available by viewing the relevant corporate action details in CREST. 
 
In order for an application under the Open Offer to be valid, the USE
instruction must comply with the requirements as to authentication and
contents set out above and must settle on or before 11.00 a.m. on 30 January
2018. In order to assist prompt settlement of the USE instruction, CREST
members (or their sponsors, where applicable) may consider adding the
following non-mandatory fields to the USE instruction: 
 
1.         a contact name and telephone number (in the free format shared note
field); and 
 
2.         a priority of at least 80. 
 
CREST members and, in the case of CREST sponsored members, their CREST
sponsors, should note that the last time at which a USE instruction may settle
on 30 January 2018 in order to be valid is 11.00 a.m. on that day. 
 
In the event that the Placing and Open Offer do not become unconditional by
8.00 a.m. on 1 February 2018 or such later time and date as the Company and
Joint Brokers determine (being no later than 8.00 a.m. on 15 February 2018),
the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will
be disabled and the Receiving Agent will refund the amount paid by a Eligible
CREST Shareholder by way of a CREST payment, without interest, within 14 days
thereafter. 
 
(vi)       Deposit of Open Offer Entitlements into, and withdrawal from,
CREST 
 
An Eligible Non-CREST Shareholder's entitlements to apply for Open Offer
Shares under the Open Offer set out in his Application Form may be deposited
into CREST (either into the account of the Eligible Shareholder named in the
Application Form or into the name of a person entitled by virtue of a bona
fide market claim), provided that such Eligible Non-CREST Shareholder is also
a CREST member. Similarly, Open Offer Entitlements held in CREST may be
withdrawn from CREST so that the entitlements under the Open Offer are
reflected in an Application Form. Normal CREST procedures (including timings)
apply in relation to any such deposit or withdrawal, subject (in the case of a
deposit into CREST) to the provisions of the Application Form. A holder of an
Application Form who is proposing to deposit the entitlements set out in such
form into CREST is recommended to ensure that the deposit procedures are
implemented in sufficient time to enable a person holding or acquiring such
Open Offer Entitlements following their deposit into CREST, to take all
necessary steps in connection with taking up such entitlements prior to 3.00
p.m. on 25 January 2018. A holder of an Application Form who deposits his Open
Offer Entitlement into his CREST account, will receive a credit to such
account for his Open Offer Entitlement which will be managed by the
Registrars. 
 
In particular, having regard to normal processing times in CREST and on the
part of the Receiving Agent, the recommended latest time for depositing an
Application Form with the CREST Courier and Sorting Service, where the person
entitled wishes to hold the entitlement under the Open Offer set out in such
Application Form as Open Offer Entitlements, is 3.00 p.m. on 25 January 2018
and the recommended latest time for receipt by Euroclear of a dematerialised
instruction requesting withdrawal of Open Offer Entitlements from CREST is
4.30 p.m. on 24 January 2018 in either case so as to enable the person
acquiring or (as appropriate) holding the Open Offer Entitlements following
the deposit or withdrawal (whether as shown in an Application Form or held in
CREST) to take all necessary steps in connection with applying in respect of
the Open Offer Entitlements prior to 11.00 a.m. on 30 January 2018. Delivery
of an Application Form with the CREST deposit form duly completed whether in
respect of a deposit into the account of the Eligible Shareholder named in the
Application Form or into the name of another person, shall constitute a
representation and warranty to the Company and the Receiving Agent by the
relevant CREST member(s) that it/they is/are not in breach of the provisions
of the notes under the paragraph headed "Instructions for depositing
entitlements under the Open Offer into CREST" on page 3 of the Application
Form, and a declaration to the Company and the Receiving Agent from the
relevant CREST member(s) that they are not a citizen or resident (of any
territory other than the United Kingdom, where such deposit is made by a
beneficiary of a market claim, a representation and warranty that the relevant
CREST member(s) is/are entitled to apply under the Open Offer by virtue of a
bona fide market claim. 
 
(vii)      Validity of application 
 
A USE instruction complying with the requirements as to authentication and
contents set out above which settles by no later than 11.00 a.m. on 30 January
2018 will constitute a valid application under the Open Offer. 
 
(viii)      CREST procedures and timings 
 
CREST members and (where applicable) their CREST sponsors should note that
Euroclear does not make available special procedures in CREST for any
particular corporate action. Normal system timings and limitations will
therefore apply in relation to the input of a USE instruction and its
settlement in connection with the Open Offer. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST sponsored
member, to procure that his CREST sponsor takes) such action as shall be
necessary to ensure that a valid application is made as stated above by 11.00
a.m. on 30 January 2018. In this connection CREST members and (where
applicable) their CREST sponsors are referred in particular to those sections
of the CREST Manual concerning practical limitations of the CREST system and
timings. 
 
(ix)       Incorrect or incomplete applications 
 
If a USE instruction includes a CREST payment for an incorrect sum, the
Company, through the Receiving Agent, reserves the right: 
 
A.         to reject the application in full and refund the payment to the
CREST member in question (without interest); 
 
B.         in the case that an insufficient sum is paid, to treat the
application as a valid application for such lesser whole number of Open Offer
Shares as would be able to be applied for with that payment at the Placing
Price, refunding any unutilised sum to the CREST member in question (without
interest); and 
 
C.         in the case that an excess sum is paid, to treat the application as
a valid application for all the Open Offer Shares referred to in the USE
instruction, refunding any unutilised sum to the CREST member in question
(without interest). 
 
(x)        Company's discretion as to the rejection and validity of
applications 
 
The Company may in its sole discretion: 
 
A.         treat as valid (and binding on the CREST member concerned) an
application which does not comply in all respects with the requirements as to
validity set out or referred to in this Part III (Terms and Conditions of the
Open Offer); 
 
B.         accept an alternative properly authenticated dematerialised
instruction from a CREST member or (where applicable) a CREST sponsor as
constituting a valid application in substitution for or in addition to a USE
instruction and subject to such further terms and conditions as the Company
may determine; 
 
C.         treat a properly authenticated dematerialised instruction (in this
sub-paragraph the "first instruction") as not constituting a valid application
if, at the time at which the Registrar receives a properly authenticated
dematerialised instruction giving details of the first instruction or
thereafter, either the Company or the Receiving Agent has received actual
notice from Euroclear of any of the matters specified in Regulation 35(5)(a)
of the CREST Regulations in relation to the first instruction. These matters
include notice that any information contained in the first instruction was
incorrect or notice of lack of authority to send the first instruction; and 
 
D.         accept an alternative instruction or notification from a CREST
member or CREST sponsored member or (where applicable) a CREST sponsor, or
extend the time for settlement of a USE instruction or any alternative
instruction or notification, in the event that, for reasons or due to
circumstances outside the control of any CREST member or CREST sponsored
member or (where applicable) CREST sponsor, the CREST member or CREST
sponsored member is unable validly to apply for Open Offer Shares by means of
the above procedures. In normal circumstances, this discretion is only likely
to be exercised in the event of any interruption, failure or breakdown of
CREST (or any part of CREST) or on the part of the facilities and/or systems
operated by the Receiving Agent in connection with CREST. 
 
(xi)       Lapse of the Open Offer 
 
In the event that the Placing and Open Offer do not become unconditional by
8.00 a.m. on 1 February 2018 or such later time and date as the Company, Numis
and Canaccord may agree (being no later than 15 February 2018), the Placing
and Open Offer will lapse, the Open Offer Entitlements admitted to CREST will
be disabled and the Receiving Agent will refund the amount paid by a Eligible
CREST Shareholder by way of a CREST payment, without interest, within 14 days
thereafter. 
 
5.         Warranties 
 
An Eligible Shareholder who makes or is treated as making a valid application
or Open Offer Shares: 
 
(a)      represents and warrants that he has the right, power and authority,
and has taken all action necessary, to make the application under the Open
Offer and to execute, deliver and exercise his rights, and perform his
obligations, under any contracts resulting therefrom and that he is not a
person otherwise prohibited or restricted by legal or regulatory requirements
from applying for Open Offer Shares or acting on behalf of any such person on
a non-discretionary basis; 
 
(b)     agrees to pay the amount payable on application in accordance with the
payment procedures described in this Appendix II; 
 
(c)     agrees that all applications and contracts resulting therefrom under
the Open Offer shall be governed by, and construed in accordance with, the
laws of England; 
 
(d)     confirms that in making the application he is not relying on any
information or representation in relation to the Company other than that
contained in the Circular, and the applicant accordingly agrees that no person
responsible solely or jointly for the Circular or any part thereof, or
involved in the preparation thereof, shall have any liability for any such
information or representation not so contained and further agrees that, having
had the opportunity to read the Circular, he will be deemed to have had notice
of all the information in relation to the Company contained in the Circular; 
 
(e)      represents and warrants that he is the Eligible Shareholder
originally entitled to relevant Open Offer Entitlements or that he has
received such Open Offer Entitlements by virtue of a bona fide market claim; 
 
(f)      represents and warrants that in relation to each and every Open Offer
Entitlement that he has received from a person other than the Company, he is
entitled to apply under the Open Offer in relation to such Open Offer
Entitlements by virtue of a bona fide market claim; 
 
(g)     requests that the New Ordinary Shares to which he will become entitled
shall be issued to him on the terms set out in the Circular, subject to the
memorandum of association and articles of association of the Company; 
 
(h)     represents and warrants that they are resident in the United Kingdom
and not resident of any other territory and they will not offer to sell,
directly or indirectly, any of the Open Offer Shares (or any rights in respect
of such Open Offer Shares) in any such other territory or for the benefit of a
resident of any other territory other than the United Kingdom. In addition,
completion of an Application Form will constitute a representation and
warranty that the person in whose name registration is applied for is a
resident of the United Kingdom and not resident in any other territory and
that they do not hold and have not acquired the Open Offer Shares comprised in
the Application Form for the account or benefit of a resident of any such
other territory or with a view to the offer, sale or delivery, directly or
indirectly, of any Open Offer Shares or any rights in respect of such Open
Offer Shares in any territory other than the United Kingdom or to a resident
of any other territory; 
 
(i)      represents and warrants that he is not, and nor is he applying as
nominee or agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the
increased rates referred to in sections 67, 70, 93 or 96 (depositary receipts
and clearance services) of the Finance Act 1986; 
 
(j)      confirms that in making the application he is not relying and has not
relied on the Joint Brokers or any person affiliated with the Joint Brokers in
connection with any investigation of the accuracy of any information contained
in the Circular or his investment decision; and 
 
(k)     represents and warrants that that acceptance by them of their
application for subscription under the Open Offer will not result in them
and/or persons acting in concert with them obtaining an interest in greater
than 29.9 per cent. of the total number of Ordinary Shares in issue following
the Open Offer. 
 
6.         Money Laundering Regulations 
 
To ensure compliance with the Money Laundering Regulations 2017 (the
"Regulations"), it is a term of the Open Offer that the Registrars may, at
their absolute discretion, require verification of identity from any person
completing an Application Form or sending a USE message through CREST (the
"Applicant") for more than a sterling equivalent of E15,000 and, without
prejudice to the generality of the foregoing, in particular any person who
either (i) tenders payment by way of a cheque or banker's draft drawn on an
account in the name of any person or persons other than the Applicant or (ii)
appears to LinkRegistrars to be acting on behalf of some other person. 
 
This may involve verification of the identity of any person on whose behalf
the Applicant appears to be acting. 
 
Lodging of an Application Form and sending the USE message through CREST with
the appropriate remittance constitutes a warranty by the Applicant that the
Regulations will not be breached by the acceptance of the remittance and an
undertaking to provide such evidence of identity at the time of lodging an
Application Form or, in the absolute discretion of the Company, within a
reasonable time thereafter (in each case to be determined at the absolute
discretion of the Company and the Registrars) as may be required to ensure
compliance with the Regulations. 
 
If satisfactory evidence of identity has not been received by Link Asset
Services Limited within a reasonable period of time, then the Application Form
or USE message through CREST in question may be rejected, in which event the
application will not proceed any further and the application monies (without
interest) will be returned to the bank account on which the cheque was drawn
at the Applicant's own risk. 
 
Where possible Applicants should make payment by their own cheque. If a
bankers' draft or building society cheque is used, the Applicant should: 
 
(a)       write his/her name and address on the back of the draft or cheque
and, in the case of an individual, record his/her date of birth against
his/her name; and 
 
(b)        ask the bank or building society to endorse on the reverse of the
draft or cheque the full name and account number of the person whose account
number is being debited and stamp such endorsement. 
 
The above information is provided by way of guidance to reduce the likelihood
of difficulties, delays and potential rejection of an Application Form (but
without limiting LinkRegistrars Limited's right to require verification of
identity as indicated above). 
 
7.       Overseas Shareholders 
 
Only Eligible Shareholders, which means only Shareholders that are resident
and domiciled in the United Kingdom, will be eligible to make an application
for Open Offer Shares, and in particular no person receiving a copy of this
document, the Circular or the Application Form in any other territory may
treat the same as constituting an offer or invitation to him/her nor should
he/she in any event complete the Application Form. Accordingly, persons
receiving this document, the Circular and Application Form should not send the
same into any other territory, and any copy of this document, the Circular or
the Application Form which is received in any such jurisdiction is sent for
information only, is confidential and should not be copied or distributed. 
 
The Company reserves the right to treat as invalid any application or
purported application to subscribe for new Ordinary Shares pursuant to the
Open Offer which appears to the Company or its agent to have been executed,
effected or dispatched in a manner which may involve a breach of the
securities laws or regulations of any jurisdiction or which does not include
the warranties set out in the Application Form. 
 
The Open Offer Shares have not been and are not intended to be registered or
qualified for sale under in any jurisdiction other than the United Kingdom.
Accordingly, unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Application Form will not be sent to
Shareholders with registered addresses in any other jurisdiction other than
the United Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. Applications from any such person will
be deemed to be invalid. If an Application Form is received by any Shareholder
whose registered address is elsewhere but who is in fact a resident or
domiciled in a territory other than the United Kingdom, he/she should not seek
to take up his/her allocation. 
 
8.       Admission, Settlement and Dealings 
 
Application will be made for the admission of the New Ordinary Shares to
trading on AIM. The result of the Placing and Open Offer is expected to be
announced on or about 31 January 2018 and, subject to the Open Offer becoming
unconditional in all respects, trading in the Open Offer Shares is anticipated
to commence on AIM for normal settlement on 1 February 2018. 
 
Application will be made for the New Ordinary Shares to be admitted to CREST
with effect from AIM Admission and applicants for Open Offer Shares will be
able to hold their Open Offer Shares in certificated or uncertificated form. 
 
Notwithstanding any other provision of this document, the Circular or of the
Application Form, the Company reserves the right to allot and/or issue any
Open Offer Shares in certificated form. In normal circumstances, this right is
only likely to be exercised in the event of any interruption, failure or
breakdown of CREST (or any part of CREST), or on the part of the facilities
and/or systems operated by the Company's registrars in connection with CREST.
This right may also be exercised if the correct details in respect of bona
fide market claims (such as the Member Account ID and Participation ID
details) are not provided as requested on the Application Form. 
 
For more information as to the procedure for application in each case,
Eligible non-CREST Shareholders are referred to the Application Form. 
 
 1  All key Mississippi biorefinery economics figures are estimates and based
on the pre-FEED assessment and additional scope and cost reviews by potential
EPC candidates.

 2  All indicative Mississippi biorefinery capital structure figures are
estimates.

 

This information is provided by RNS
The company news service from the London Stock Exchange