REG - Yellow Cake PLC - Proposed Uranium Purchase and New Share Placing
24/09/2025 07:00
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RNS Number : 6006A Yellow Cake PLC 24 September 2025
24 September 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, HONG KONG, SINGAPORE, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
PURSUANT TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING COMMISSION
(THE "CFTC") IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO
QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT
REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS
UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF
AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED
THIS NOTICE OR ANY OFFERING MEMORANDUM FOR THIS POOL.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
publication of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR.
YELLOW CAKE PLC
PROPOSED PURCHASE OF URANIUM AND PLACING OF NEW ORDINARY SHARES
Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"), a specialist
company operating in the uranium sector founded by Bacchus Capital Advisers
("Bacchus Capital"), holding physical uranium ("U(3)O(8)") for the long term
and engaged in uranium-related commercial activities, today announces its
intention to conduct a non-pre-emptive placing of new ordinary shares in the
Company ("Ordinary Shares") to raise gross proceeds of approximately US$125
million (equivalent to approximately £92.5 million) at the Placing Price (as
defined below) (the "Placing").
The Placing will be conducted through an accelerated bookbuild which will be
launched immediately following this announcement (the "Announcement") and will
be made available to new and existing eligible institutional investors (the
"Bookbuild"). The Placing is subject to the Terms and Conditions set out in
the Appendix to this Announcement.
Canaccord Genuity Limited ("Canaccord") is acting as sole bookrunner (the
"Bookrunner") and Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Panmure Liberum Limited ("Panmure Liberum") are acting as
joint co-managers (the "Co-Managers" and together with the Bookrunner, the
"Managers"). Bacchus Capital is acting as Financial Adviser in connection with
the Placing.
The Ordinary Shares will be placed at the fixed price of £5.64 per Placing
Share (as defined below) (the "Placing Price"). The final number of Ordinary
Shares placed (the "Placing Shares") will be determined following the close of
the Bookbuild. The Company and the Bookrunner reserve the right to adjust the
gross proceeds to be raised under the Placing. The Placing is being conducted
utilising the authorities to allot Ordinary Shares in the Company on a
non-pre-emptive basis granted at the annual general meeting of the Company
held on 4 September 2025.
Highlights of the Placing
· Intention to conduct a non-pre-emptive placing to raise gross
proceeds of approximately US$125 million (equivalent to approximately £92.5
million) at a price of £5.64 per Placing Share, being the closing mid-market
price on 22 September 2025.
· The proceeds of the Placing will be used:
- to fund the purchase of approximately 1.33 million pounds
("lbs") of physical uranium ("U(3)O(8)"), fully utilising the Company's
purchase option for calendar year 2025 under the Company's agreement with JSC
National Atomic Company Kazatomprom ("Kazatomprom") (the "Kazatomprom
Framework Agreement") at a price of US$75.08/lb (which is the average of the
weekly TradeTech and UxC spot prices as reported on 12 September 2025 and 15
September 2025, respectively); and
- to pay certain costs associated with the Placing and for working
capital and general corporate purposes.
· Implied Pro Forma Net Asset Value at the proposed U(3)O(8)
purchase price is £1,214.3 million, equivalent to £5.60 per Ordinary Share.
· Implied Net Asset Value at the U(3)O(8) price as at 23
September 2025 of US$80.80/lb is £1,306.1 million, equivalent to £6.02 per
Ordinary Share.
· The U(3)O(8) being purchased in this transaction represents
material allocated under Yellow Cake's 2025 purchase option with Kazatomprom.
Delivery of the material purchased pursuant to the 2025 Kazatomprom option is
anticipated in 2026.
· The Kazatomprom offer price of US$75.08/lb represents a 7.1%
discount to the current spot price of US$80.80/lb (as at 23 September 2025).
· The Company believes that the current level of the uranium
price offers a compelling buying opportunity:
- Security of supply continues to be a significant driving force
in the nuclear industry, with persistent political strategic considerations
balancing on an East / West divide, evidenced by the USA's recent comments
about the need to boost its strategic uranium reserve. These supply concerns
are underscored by a potentially widening supply / demand gap: developers and
producers continue to face operational challenges in meeting or maintaining
production targets. At the same time, significant new demand is taking shape
in the form of hyperscalers and demand is coming from the rapidly growing
sector of data centres.
- Recently, three high profile long-term power deals have been
signed in the USA: (i) Amazon Web Services agreement to take all 1,920 MWe
from the Susquehanna nuclear plant from 2032 - 2042; (ii) Microsoft agreed a
20 year purchase agreement to re-open the Three Mile Island 1 reactor; and
(iii) Meta signed a 20 year purchase agreement for up to 1,121 MWe from the
Clinton nuclear power plant.
Andre Liebenberg, Chief Executive Office of Yellow Cake, commented:
"We remain confident in the uranium market's long-term potential and see now
as the right moment to fully exercise our 2025 option with Kazatomprom.
Secured prior to our 2018 IPO, this agreement allows Yellow Cake to acquire up
to US$100 million of uranium annually through to 2027 at a fixed price,
providing a key strategic advantage in today's tightening market. By raising
equity now, we aim to significantly bolster our uranium holdings, aligning
with our core strategy of delivering value to our shareholders through direct
exposure to physical uranium. The themes we have set out to our shareholders
over the past six months remain very much in place. The supply-demand
imbalance continues to intensify, driven by global nuclear energy expansion,
persistent production constraints, escalating input costs, and increasing
demand for secure supply, all of which reinforce the compelling investment
case for Yellow Cake."
Background to the Placing
Corporate Background:
Yellow Cake is a specialist company operating in the uranium sector with a
view to holding physical uranium for the long-term.
Yellow Cake was founded on the fundamental premise that uranium, as a
commodity, is structurally mispriced and that the incentive price required for
new mines to be developed and constructed is higher than the current spot
price. This misalignment in pricing has resulted, and is continuing to result,
in a lack of investment in new uranium supply which may potentially result in
a looming supply gap, as demand for nuclear power as a low-carbon baseload
source continues to increase against a flat or declining uranium supply. 2025
saw increasing focus on nuclear as a low-carbon baseload power source, with
governments seeking to reduce their reliance on both coal and Russian fuels.
Yellow Cake is differentiated from its peers by the ten-year Kazatomprom
Framework Agreement for the supply of U(3)O(8) with Kazatomprom, the world's
largest uranium producer. Under the Kazatomprom Framework Agreement, Yellow
Cake has the option to purchase up to US$100 million of U(3)O(8) each year for
a period of nine years, starting from the Company's IPO in 2018. In 2021,
Yellow Cake raised a total of US$375.1 million and inclusive of fully
exercising its option under the Kazatomprom Framework Agreement, acquired a
total of 8.35 million lb of U(3)O(8). In February 2023, Yellow Cake raised
approximately US$75 million and via partially exercising its 2022 option under
the Kazatomprom Framework Agreement, acquired a total of 1.35 million lb of
U(3)O(8). Later that year, in September 2023, Yellow Cake raised a further
US$125 million to purchase 1.5 million lb of U(3)O(8), fully utilising its
option under the Kazatomprom Framework Agreement. The U(3)O(8) being purchased
in this proposed transaction represents material allocated under Yellow Cake's
2025 option with Kazatomprom. The Company continues to believe that the
structural misalignment of supply and demand in the uranium market points to
uranium prices increasing from present levels.
Yellow Cake currently holds 21.68 million lb of U(3)O(8). All of this material
is held in storage in Canada and France. Delivery of the material purchased
pursuant to the 2025 Kazatomprom option is anticipated in 2026.
At the annual general meeting held on 4 September 2025, the Company received
shareholder approval to issue an aggregate of up to 46,685,645 shares to raise
proceeds to exercise its option under the Kazatomprom Framework Agreement to
purchase up to US$100 million of U(3)O(8) in the relevant calendar year, to
make purchases of uranium should it be able to identify value accretive
purchase opportunities and for general corporate purposes.
On 17 September 2025, a purchase price for U(3)O(8) of US$75.08/lb was offered
to the Company by Kazatomprom (using market indicators) for the 2025 option to
purchase U(3)O(8) under the terms and conditions of the Kazatomprom Framework
Agreement (the "Kazatomprom Purchase"). The Company has until 1 October 2025
to fund the purchase. The price of US$75.08/lb represents a 7.1% discount to
the current spot price of US$80.80/lb (as at 23 September 2025).
Use of Proceeds
The Company intends to use the proceeds of the Placing primarily for the
Kazatomprom Purchase. In addition, the Company will retain sufficient proceeds
of the Placing to pay certain costs associated with the Placing, for working
capital and general corporate purposes.
URC Option
In connection with the Subscription Agreement entered into at the time of the
Company's IPO, the Company has granted Uranium Royalty Corporation ("URC") an
option to acquire between US$2.5 million and US$10 million worth of
U(3)O(8) per year in each of the nine calendar years commencing on 1 January
2019, up to a maximum aggregate amount over such nine year period of US$31.25
million worth of U(3)O(8). The price to be paid by URC in the event it
exercises its option would be the same price as that which would be payable if
the Company were to exercise its rights under the Kazatomprom Framework
Agreement to acquire the relevant quantity of U(3)O(8) from Kazatomprom at
the relevant time. If URC exercises its option during 2025, the Company may
choose to purchase the U(3)O(8) to be delivered to URC pursuant to the option
or may deliver it from its own holdings. The price at which URC is entitled to
purchase the relevant U(3)O(8) under the option may differ from the price
paid by the Company.
Details of the Placing
Canaccord will commence the Bookbuild in respect of the Placing with immediate
effect.
The Placing is subject to the terms and conditions set out in the appendix to
this Announcement (the "Appendix").
The final number of Placing Shares to be issued will be determined following
the close of the Bookbuild. The Placing Shares will, when issued, be credited
as fully paid and rank pari passu in all respects with the existing issued
ordinary shares of the Company.
The timing of the close of the Bookbuild as well as allocation of the Placing
Shares are at the discretion of the Bookrunner and the Company. The results of
the Placing will be announced as soon as practicable following the close of
the Bookbuild.
The Appendix 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.
The Company has shareholder authority to issue up to 46,685,645 Placing Shares
in aggregate under the Placing.
Net Asset Value Update
Yellow Cake's estimated net asset value on 23 September 2025 was £6.02 per
share or US$1,765.4 million, consisting of 21.68 million lb of U(3)O(8),
valued at a spot price of US$80.80/lb(( 1 )) and cash and other current assets
and liabilities of US$13.5 million.(( 2 ))
Yellow Cake Estimated Net Asset Value as at 23 September 2025
Units
Investment in Uranium
Uranium oxide in concentrates ("U(3)O(8)") (A) lb 21,682,301
U(3)O(8) fair value per pound ((1)) (B) US$/lb 80.80
U(3)O(8) fair value (A) x (B) = (C) US$ m 1,751.9
Cash and other net current assets/(liabilities) ((2)) (D) US$ m 13.5
Net asset value in US$ m (C) + (D) = (E) US$ m 1,765.4
Exchange Rate ((( 3 ))) (F) USD/GBP 1.3517
Net asset value in £ m (E) / (F) = (G) £ m 1,306.1
Number of shares in issue less shares held in treasury ((( 4 ))) (H) 216,856,447
Net asset value per share (G) / (H) £/share 6.02
At a spot price of US$75.08/lb, the price at which Kazatomprom offered to sell
up to US$100 million of uranium to the Company under the terms of the
Kazatomprom Framework Agreement, Yellow Cake's estimated net asset value on 23
September 2025 was £5.60 per share or US$1,641.4 million, based on
21.68 million lb of U(3)O(8) and cash and other current assets and
liabilities of US$13.5 million.(2)
Yellow Cake Estimated Net Asset Value as at 23 September 2025 at the
Kazatomprom exercise price
Units
Investment in Uranium
Uranium oxide in concentrates ("U(3)O(8)") (A) Lb 21,682,301
U(3)O(8) fair value per pound ((1)) (B) US$/lb 75.08
U(3)O(8) fair value (A) x (B) = (C) US$ m 1,627.9
Cash and other net current assets/(liabilities) ((2)) (D) US$ m 13.5
Net asset value in US$ m (C) + (D) = (E) US$ m 1,641.4
Exchange Rate ((3)) (F) USD/GBP 1.3517
Net asset value in £ m (E) / (F) = (G) £ m 1,214.3
Number of shares in issue less shares held in treasury((4)) (H) 216,856,447
Net asset value per share (G) / (H) £/share 5.60
ENQUIRIES:
Yellow Cake plc
Andre Liebenberg, CEO Carole Whittall, CFO
Tel: +44 (0) 153 488 5200
Sole Bookrunner, Nominated Adviser and Joint Broker: Canaccord Genuity Limited
James Asensio Henry Fitzgerald-O'Connor
Charlie Hammond
Tel: +44 (0) 207 523 8000
Joint Co-Manager and Joint Broker: Berenberg
Matthew Armitt Jennifer Lee
Detlir Elezi
Tel: +44 (0) 203 207 7800
Joint Co-Manager: Panmure Liberum
Scott Mathieson Amrit Mahbubani
Gaya Bhatt
Tel: +44 (0) 203 100 2000
Communications Adviser: Sodali & Co
Peter Ogden Jade Sampayo
Tel: +44 (0) 7793 858 211
ABOUT YELLOW CAKE
Yellow Cake is a London-quoted company, headquartered in Jersey, which offers
exposure to the uranium spot price. This is achieved through its strategy of
buying and holding physical triuranium octoxide ("U(3)O(8)"). It may also seek
to add value through other uranium-related activities. Yellow Cake and its
wholly owned subsidiary (the "Group") seek to generate returns for
shareholders through the appreciation of the value of its holding of U(3)O(8)
and its other uranium-related activities in a rising uranium price
environment. The business is differentiated from its peers by its ten-year
Framework Agreement for the supply of U(3)O(8) with Kazatomprom, the world's
largest uranium producer. The Group currently holds 21.68 million pounds of
U(3)O(8), all of which is held in storage in Canada and France.
Yellow Cake plc's registered office is located at: 3rd Floor, Gaspé House,
66-72 The Esplanade, St Helier, Jersey JE1 2LH. Further information on the
Company, its directors and management, share capital and financial information
in respect of the Company and its dealings may be found on its website
(https://www.yellowcakeplc.com/ (https://www.yellowcakeplc.com/) ) and in its
annual report for the year ending 31 March 2025
(https://www.yellowcakeplc.com/wp-content/uploads/2025/07/Yellow-Cake-IAR_2025_v9a.pdf
(https://www.yellowcakeplc.com/wp-content/uploads/2025/07/Yellow-Cake-IAR_2025_v9a.pdf)
).
Canaccord, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA") and is acting exclusively for the Company
as bookrunner and no-one else in connection with the Placing and the matters
referred to in this Announcement, and will not regard any other person as its
client in relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any transaction or arrangement
referred to in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority, and in the UK, authorised and regulated by the FCA,
firm reference number 959302, is acting exclusively for the Company as
co-manager in connection with the Placing and the matters referred to in this
Announcement. Berenberg will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing or any transaction or arrangement referred
to in this Announcement.
Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for the Company as co-manager and no-one else
in connection with the Placing and the matters referred to in this
Announcement, and will not regard any other person as its client in relation
to the Placing and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Placing or any transaction or arrangement referred to in
this Announcement.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below. The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral or written offer
to acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, confirmations, acknowledgements
and undertakings contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Canada, Australia, Hong Kong, Singapore, South Africa or Japan or to
any persons in any of those jurisdictions or any other jurisdiction where to
do so would constitute a violation of the relevant securities laws of such
jurisdiction or to any persons in any of those jurisdictions. This
Announcement is for information purposes only and does not constitute an offer
to sell or issue, or the solicitation of an offer to buy, acquire or subscribe
for any shares in the capital of the Company in the United States, Canada,
Australia, Hong Kong, Singapore, South Africa or Japan or any other state or
jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation. Any failure
to comply with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Placing Shares referred to herein have not been, and will not be,
registered under the United States Securities Act of 1933, (the "U.S.
Securities Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered or sold,
pledged, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly in, into or within the United States absent
registration under the U.S. Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. No public offering of
the shares referred to in this Announcement is being made in the United
States.
The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
The Placing Shares are being offered and sold by the Company (i) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act and (ii) to a limited number of
"qualified institutional buyers" (as such term is used in Rule 144A under the
Securities Act) in the United States in non-public transactions in reliance on
Section 4(a)(2) of the Securities Act.
The Company has not been, and will not be, registered under the U.S.
Investment Company Act of 1940 and investors will not be entitled to the
benefits of that Act. All offers of Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under the Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") in
relevant member states of the European Economic Area ("EEA") and under the
Prospectus Regulation, as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 ("FSMA") does not apply. Members of the public are not eligible to take
part in the Placing.
This announcement is being distributed only to, and is directed only at: (a)
if in the United Kingdom, persons who are "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who (i) are
"investment professionals" specified in Article 19(5) of the Financial
Services and Markets Act (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) fall within Article 49(2)(a) to (d) of the Order (and only
where the conditions contained in those Articles have been, or will at the
relevant time be, satisfied); (b) if in the EEA, persons in member states
who are "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"); and (c) persons to whom it may
otherwise be lawfully communicated, (all such persons together being referred
to as "Relevant Persons"). This announcement must not be acted on or relied on
by persons who are not Relevant Persons in the United Kingdom and in any
member state of the EEA. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons in the United
Kingdom and in any member state of the EEA, and will be engaged in only with
such persons.
Note to Investors in Canada
The offering of Placing Shares in Canada or to persons subject to Canadian
securities laws is being made only to investors that are purchasing as
principal and that qualify as both an "accredited investor" as such term is
defined in Section 1.1 of National Instrument 45-106 Prospectus Exemptions or,
if resident in Ontario, subsection 73.3(1) of the Securities Act (Ontario),
and as a 'permitted client' as defined in National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations (such
person, a "Canadian Purchaser"). This Announcement, including the Appendix, is
being delivered solely, and for the confidential use of only the Canadian
Purchasers identified by the Bookrunner to evaluate an investment in the
Placing Shares. The information contained within this Announcement does not
constitute an offer in Canada to any other person, or a general offer to the
public, or a general solicitation from the public, to subscribe for or
purchase the Placing Shares. The distribution of this Announcement and the
offer and sale of Placing Shares in certain of the Canadian provinces may be
restricted by law. Persons into whose possession this Announcement comes must
inform themselves about and observe any such restrictions.
Any distribution made in Canada will be made in reliance upon an exemption
from the prospectus requirement of applicable Canadian securities laws.
Accordingly, placees do not receive the benefits associated with a
subscription for securities issued pursuant to a prospectus, including the
review of offering materials by any securities regulatory authority. No
securities commission or similar securities regulatory authority in Canada has
reviewed or in any way passed upon this Announcement or the merits of the
Placing Shares and any representation to the contrary is an offence under the
applicable Canadian securities laws. Moreover, the Placing Shares will be
subject to resale restrictions in accordance with National Instrument 45-102 -
Prospectus Exempt Distributions and, because the Company is not a reporting
issuer in any province or territory of Canada, such resale restrictions may
never expire, and if no further statutory exemption may be relied upon and if
no discretionary order is obtained, the resale restrictions could result in
the Canadian Purchaser having to hold the Placing Shares for an indefinite
period of time.
Notice to Investors in Australia
This Announcement is not a prospectus, product disclosure statement or other
disclosure document under the Corporations Act 2001 (Cth) (the ''Corporations
Act'') or any other Australian law and is not required to, and does not,
contain all the information which would be required in a disclosure document
under Australian law. This Announcement has not been and will not be lodged or
registered with the Australian Securities and Investments Commission or any
other regulator in Australia.
In Australia, the Placing Shares may be sold only to sophisticated investors
or professional investors as those terms are defined in sub-sections 708(8)
and 708(11) of the Corporations Act. The Placing Shares must not be offered
for sale in Australia in the period of 12 months after their respective dates
of issue, except in circumstances where disclosure to investors under Chapter
6D of the Corporations Act would not be required pursuant to an exemption
under section 708 or 708A of the Corporations Act or where the offer is
pursuant to a disclosure document which complies with Chapter 6D of the
Corporations Act. Any person acquiring Placing Shares must observe such
Australian on-sale restrictions.
Notice to Investors in Hong Kong
This Announcement has not been reviewed by any regulatory authority in Hong
Kong. You are advised to exercise caution in relation to the Placing. If you
are in any doubt about any of the contents of this Announcement, you should
obtain independent professional advice.
The Placing Shares have not been offered or sold and will not be offered or
sold in Hong Kong, by means of any document, other than (a) to ''professional
investors'', as defined in the Securities and Futures Ordinance (Cap. 571) of
Hong Kong and any rules made under that Ordinance or (b) in other
circumstances which do not result in this Announcement being a ''prospectus''
as defined in the Companies (Winding Up and Miscellaneous Provision) Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance, and no advertisement, invitation or
document relating to the Placing Shares, which is directed at, or the contents
of which are likely to be accessed or read by, the public in Hong Kong has
been or will be issued or may be in the possession of any person for the
purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do
so under the securities laws of Hong Kong), other than with respect to the
Placing Shares which are or are intended to be disposed of only to persons
outside Hong Kong or only to ''professional investors'' as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance.
Notice to Investors in Singapore
This Announcement has not been registered and will not be registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, this
Announcement and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the Placing Shares may
not be circulated or distributed, nor may the Placing Shares be offered or
sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than: (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures
Act 2001 of Singapore (the "SFA") pursuant to Section 274 of the SFA; or (ii)
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA, in each case subject to compliance with
conditions set forth in the SFA. There are on-sale restrictions in Singapore
that may be applicable to investors who acquire the Placing Shares. As such,
investors are advised to consider carefully whether the investment is suitable
for them and seek independent professional advice to acquaint themselves with
the SFA provisions relating to resale restrictions in Singapore and comply
accordingly. As of the date of this Announcement, the Company has not
determined the classification of the Placing Shares under Sections 309B(1)(a)
and 309B(1)(c) of the SFA. Accordingly, and pursuant to Regulations 2 and 3 of
the Securities and Futures (Capital Markets Products) Regulations 2018 (the
"SF(CMP)R"), the Placing Shares may not be offered or sold or made the subject
of an invitation for subscription or purchase nor may this Announcement or any
other document or material in connection with the offer or sale or invitation
for subscription or purchase of any Placing Shares be circulated or
distributed, whether directly or indirectly: (i) to any person in Singapore
other than to an institutional investor, an expert investor or an accredited
investor (each as defined under Section 4A of the SFA) or any other person
that is not an individual in accordance with the conditions specified in the
SFA and the SF(CMP)R; or (ii) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA.
Cautionary statements
This Announcement may contain, and the Company may make, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. Statements contained in
this Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast. This
Announcement does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an investment in
the Placing Shares. Any investment decisions to buy Placing Shares in the
Placing must be made solely on the basis of publicly available information,
which has not been independently verified by the Bookrunner. The Placing
Shares will not be admitted to trading on any stock exchange other than AIM.
Investing in the Placing Shares involves a substantial degree of risk. In
making an investment decision, investors must perform their own investigation
and analysis of the Company and the terms of the Placing, including the merits
and risks involved. Prospective purchasers should not construe anything in
this Announcement as legal, business or tax advice. Each prospective purchaser
should consult its own advisors as needed to make its investment decision and
to determine whether it is legally permitted to purchase the Placing Shares
under applicable legal investment or similar laws or regulations.
Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each defined in paragraph
3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to professional
clients and eligible counterparties (the "Target Market Assessment").
Notwithstanding the Target Market Assessment for the Placing Shares,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
offering of the Placing Shares. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Bookrunner will only procure investors who
meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the UK
Product Governance Requirements; 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
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; (B)
IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK PROSPECTUS REGULATION WHO (I) ARE "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED
IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); (C)
PERSONS THAT ARE RESIDENTS OF CANADA OR OTHERWISE SUBJECT TO THE SECURITIES
LAWS OF CANADA WHICH ARE ''PERMITTED CLIENTS'' AS DEFINED IN NATIONAL
INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS; (D) IN AUSTRALIA, ARE SOPHISTICATED INVESTORS OR
PROFESSIONAL INVESTORS AS THOSE TERMS ARE DEFINED IN SUB-SECTIONS 708(8) AND
708(11) OF THE CORPORATIONS ACT; (E) IN HONG KONG, ARE PROFESSIONAL INVESTORS
AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP 571) OF HONG KONG AND
ANY RULES MADE UNDER THAT ORDINANCE; (F) IN SINGAPORE, ARE INSTITUTIONAL
INVESTORS AS SUCH TERM IS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES
ACT 2001 OF SINGAPORE; OR (G) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY
STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED
STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE SECURITIES ARE BEING OFFERED AND SOLD BY THE COMPANY (I) OUTSIDE THE
UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO,
REGULATION S UNDER THE SECURITIES ACT AND (II) TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" (AS SUCH TERM IS USED IN RULE 144A UNDER THE
SECURITIES ACT) IN THE UNITED STATES IN NON-PUBLIC TRANSACTIONS IN RELIANCE ON
SECTION 4(A)(2) OF THE SECURITIES ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940 AND INVESTORS
WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
ANY SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA (WHERE THE PLACING
SHARES WILL BE ISSUED PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS
REQUIREMENT), AUSTRALIA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN NOR IN
ANY COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM WITHOUT DOING DO SO
MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. ACCORDINGLY, THE PLACING
SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG,
SINGAPORE, SOUTH AFRICA OR JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
PERSON IN, OR ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES, CANADA,
AUSTRALIA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given (the "Placees"), will be deemed: (i) to have read and
understood this Announcement, including this Appendix, in its entirety; and
(ii) to be participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings contained in, this Appendix.
In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. it is and, at the time the Placing Shares are acquired, will be
either (a) outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the Securities
Act ("Regulation S") or (ii) a "qualified institutional buyer" ("QIB") as
defined in Rule 144A under the Securities Act who has duly executed a US
investor letter in the form provided to it and delivered the same to the
Company and the Managers; and
3. if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as
applicable, any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale to Qualified Investors in a member state of the EEA which has
implemented the Prospectus Regulation, or in the UK, as applicable, or in
circumstances in which the prior consent of the Bookrunner has been given to
each such proposed offer or resale.
For the purposes of this Appendix, Canaccord is the "Bookrunner" and together
with Berenberg and Panmure Liberum, the "Managers".
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral or written offer
to take up Placing Shares is deemed to have read and understood this
Announcement in its entirety and to be making such offer on the terms and
conditions contained herein and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained herein.
Details of the Placing Agreement
The Managers have agreed to use their respective reasonable endeavours to
procure Placees for the Placing Shares at the Placing Price on the terms and
subject to the conditions set out in a placing agreement entered into between
the Company and the Managers on 24 September 2025 (the "Placing Agreement").
Pursuant to the terms of the Placing Agreement, the Placing is subject to
certain conditions (including, inter alia, Admission). The Bookrunner has the
right to terminate the Placing Agreement in certain circumstances. Further
details of the Placing Agreement are set out below.
The Placing Shares
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
Company's existing ordinary shares ("Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Applications will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM ("Admission"). It is expected that Admission will take
place and dealings in the Placing Shares will commence on AIM at 8.00 a.m.
(London time) on 29 September 2025 (or such later date as may be agreed
between the Company and the Bookrunner).
Bookbuild
The Bookrunner will today commence a bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand for participation in the Placing
by Placees. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
The Bookrunner 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.
Participation in, and principal terms of, the Placing
1. Canaccord is acting as bookrunner in connection with the
Placing and Berenberg and Panmure Liberum are acting as co-managers.
2. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by the Managers to participate. The
Managers and their affiliates are entitled to enter bids in the Bookbuild and
participate in the Placing as principal.
3. The Placing shall be conducted by way of fixed price
accelerated bookbuild to establish the number of Placing Shares to be
allocated to Placees, which will comprise the allocation of Placing Shares.
4. The Bookbuild will commence on the release of this Announcement
and will close at a time to be determined by the Bookrunner in their absolute
discretion (after consultation with the Company). The Bookrunner may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed.
5. A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Announcement (including this Appendix) and will be
legally binding on the Placee on behalf of which it is made and, except with
the consent of the Bookrunner, will not be capable of variation or revocation
after the time at which it is submitted.
6. The number of Placing Shares to be issued pursuant to the
Placing will be agreed between the Bookrunner and the Company following
completion of the Bookbuild but, in any event, will not be more than
46,685,645. The number of Placing Shares to be issued and allotted pursuant to
the Placing will be announced once the Bookbuild has closed.
7. Each Placee will be required to pay an amount equal to the
Placing Price in respect of each Placing Share issued to it.
8. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at Canaccord. Each bid should state the
number of Placing Shares which a prospective Placee wishes to acquire at the
Placing Price. Bids may be scaled down by the Bookrunner on the basis referred
to below. The Managers are arranging the Placing as agent of the Company.
9. Each Placee's allocation will be determined by the Company and
the Bookrunner in their absolute discretion and confirmed orally by Canaccord,
Berenberg or Panmure Liberum (each as an agent of the Company) to the relevant
Placee and a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Canaccord, Berenberg or Panmure Liberum's oral
confirmation to a Placee will constitute a legally binding commitment by the
Placee concerned, in favour of Canaccord, Berenberg or Panmure Liberum and the
Company, under which it agrees to acquire the number of Placing Shares
allocated to it at the Placing Price on the terms and subject to the
conditions set out in this Appendix and the Company's articles of association
(the "Articles"). Each Placee has an immediate, separate, irrevocable and
binding obligation owed to the Managers (as agents for and on behalf of the
Company) to pay in cleared funds at the relevant time in accordance with the
requirements set out below under "Registration and settlement", an amount
equal to the product of the Placing Price and the number of Placing Shares
such Placee has agreed to subscribe for.
10. The Company and the Bookrunner reserves the right (i) to scale
back the number of Placing Shares to be subscribed for by any Placee in the
event of the Placing being over-subscribed; and (ii) not to accept offers for
Placing Shares or to accept such offers in part rather than in full. The
Company reserves the right to amend the amount to be raised pursuant to the
Placing, in agreement with the Bookrunner. The Company will release an
announcement following the close of the Bookbuild, detailing the aggregate
number of Placing Shares to be issued.
11. The Company and the Bookrunner reserves the right to increase or
decrease the gross proceeds to be raised under the placing.
12. Each Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by Canaccord,
Berenberg or Panmure Liberum. The terms of this Appendix will be deemed
incorporated therein.
13. Except as required by law or regulation, no press release or other
announcement will be made by the Managers or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
14. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Bookbuild and Placing is/are confirmed, settlement of all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
settlement".
15. All obligations under the Bookbuild and the Placing will be
subject to fulfilment of or (where applicable) waiver of, amongst other
things, the conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Termination of the Placing".
16. By participating in the Bookbuild and 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.
17. The Company has authority to allot the Placing Shares and to
disapply pre-emption rights in relation to the Placing Shares and therefore
shareholder approval is not required for the Placing.
18. To the fullest extent permissible by law, none of Canaccord,
Berenberg or Panmure Liberum nor any of their respective affiliates nor any of
their or their respective affiliates' agents, members, consultants, partners
(persönlich haftende Gesellschafter), directors, officers or employees shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise) in connection with the Placing or the Bookbuild.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Managers under the Placing Agreement in respect of the
Placing are conditional on, inter alia:
1. the Company having complied with its obligations under the
Placing Agreement (to the extent such obligations fall to be performed prior
to Admission);
2. none of the warranties given by the Company in the Placing
Agreement being or having become untrue, inaccurate or misleading in any
respect by reference to the facts and circumstances existing at the relevant
time;
3. in the opinion of the Bookrunner, there having been no material
adverse change, whether or not foreseeable at the date of this Agreement, in
or any development reasonably likely to involve a prospective material adverse
change in or affecting, the condition (financial, operational, legal or
otherwise) or the earnings or business affairs or business prospects of the
Company, including a material reduction in the U(3)O(8) spot price, whether or
not arising in the ordinary course of business, unless and to the extent that
the Bookrunner waives such condition; and
4. Admission occurring by no later than 8.00 a.m. on 29 September
2025,
(the "Conditions").
The Bookrunner and the Company may agree to extend the time and/or date by
which any Condition is required to be fulfilled to no later than on 3.00 p.m.
on 7 October 2025. Any such extension will not affect Placees' commitments as
set out in this Appendix.
Subject to the following paragraph, if any of the Conditions are not fulfilled
or, where permitted, waived to the extent permitted by law or regulations in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and the Bookrunner may agree, being not
later than 3.00 p.m. on 7 October 2025), or the Placing Agreement is
terminated in accordance with its terms (as to which, see "Termination of the
Placing" below), the Placing will lapse and each Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
The Bookrunner may, at its absolute discretion and upon such terms as it
considers appropriate, waive fulfilment of all or any of the Conditions in
whole or in part (to the extent permitted by law or regulation). Any such
waiver will not affect Placees' commitments as set out in this Appendix.
Neither the Company, Canaccord, Berenberg nor Panmure Liberum, their
respective affiliates or their or their respective affiliates' agents,
members, partners (persönlich haftende Gesellschafter), 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
any of them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any Conditions to the Placing nor for any
decision any of them may make as to the satisfaction of any Conditions or in
respect of the Placing generally and by participating in the Bookbuild and the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Bookrunner and the Company. Placees will have no rights
against the Company, Canaccord, Berenberg, Panmure Liberum or any of their
respective members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Right to terminate under the Placing Agreement
The Bookrunner may in its absolute discretion terminate the Placing Agreement
by giving notice to the Company in certain circumstances at any time up to
Admission, including, inter alia:
1. the warranties given by the Company in the Placing Agreement
having become untrue, inaccurate or misleading in any respect by reference to
the facts and circumstances existing at the relevant time; or
2. the occurrence, in the opinion of the Bookrunner, of any
material adverse change in, or any development which would reasonably be
expected to involve a prospective material adverse change in or affecting, the
condition (financial, operational, legal or otherwise), earnings or business
affairs or business prospects of the Company, including a material reduction
in the U(3)O(8) spot price, whether or not arising in the ordinary course of
business; or the occurrence of certain force majeure events.
Notice of termination may be communicated by the Bookrunner as soon as
practicable to any director of the Company orally, by fax, by email or
otherwise and announced to a Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
Each Placee agrees with the Company and the Managers that the exercise by the
Company, or the Bookrunner of any right of termination or any other right or
other discretion under the Placing Agreement, shall be within the absolute
discretion of the Company or the Bookrunner (as the case may be) and that
neither the Company nor the Bookrunner need make any reference to such Placee
and that none of the Company, Canaccord, Berenberg, Panmure Liberum, their
respective affiliates or their or their respective affiliates' agents,
members, partners (persönlich haftende Gesellschafter), directors, officers
or employees, respectively, shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By making a bid and participating in the Bookbuild, each Placee agrees that
its rights and obligations terminate only in the circumstances described above
and under the "Conditions of the Placing" above and will not be capable of
rescission or termination by it after oral confirmation of its allocation by
Canaccord, Berenberg or Panmure Liberum.
No Prospectus
No prospectus, admission document or other offering document has been or will
be submitted to be approved by the FCA in relation to the Bookbuild or the
Placing, and Placees' commitments will be made solely on the basis of publicly
available information and subject to this Appendix and any further terms set
forth in the contract note or trade confirmation sent to individual Placees.
Each Placee, by participating in the Bookbuild and the Placing, agrees that
the content of this Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
information, representation, warranty or statement made by or on behalf of any
of the Company or the Managers other than publicly available information and
none of the Managers or the Company nor any person acting on their behalf nor
any of their affiliates has or shall have any liability for any Placee's
decision to participate in the Bookbuild and the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation by that person.
Lock up
As part of the Placing, the Company has agreed that it will not, inter alia,
issue or sell any Ordinary Shares for a period of 60 days after Admission
without prior consent from the Bookrunner. This agreement is subject to
certain customary exceptions and does not prevent the Company from granting
options under, and allotting and issuing Ordinary Shares pursuant to options
granted under, the Company's existing employee share schemes.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: JE00BF50RG45)
following Admission (as the context requires) will take place within the CREST
system provided that the Managers reserve that right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements of
any relevant jurisdiction. Settlement through CREST for the Placees will be on
a T+3 basis in respect of the Placing Shares. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or delays in
the admission of the Placing Shares to CREST or the use of CREST in relation
to the Placing, the Company and the Managers may agree that the Placing Shares
should be issued in certificated form.
1. Each Placee will be sent a contract note or trade confirmation
which will confirm the number of Placing Shares allocated to them and the
aggregate amount owed by them to Canaccord, Berenberg or Panmure Liberum. Each
Placee is deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions which they have in place with
Canaccord, Berenberg or Panmure Liberum or otherwise as Canaccord, Berenberg
or Panmure Liberum may direct.
2. Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of two
percentage points above prevailing LIBOR as determined by the Bookrunner.
3. If Placees do not comply with their obligations, each of
Canaccord, Berenberg or Panmure Liberum (as the case may be) may sell any or
all of their Placing Shares on their behalf and retain from the proceeds, for
its own account and benefit (as agent for the Company), an amount equal to the
Placing Price of each Placing Share sold plus any interest due. Placees will,
however, remain liable and shall indemnify the Managers on demand for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
their Placing Shares on their behalf. Each Placee confers on Canaccord,
Berenberg and Panmure Liberum all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the
Managers lawfully undertake in pursuance of such sale.
4. If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the conditional
contract note or trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in connection
with the Bookbuild or the Placing.
5. CREST is a voluntary system and holders of Ordinary Shares
(including Placing Shares) who wish to receive and retain share certificates
will be able to do so. Investors applying for Placing Shares in the Placing
may elect to receive Placing Shares in uncertificated form, if that investor
is a system member (as defined in the CREST Regulations) with regard to CREST.
Representations and Warranties
By agreeing to subscribe for Placing Shares, each Placee that enters into a
commitment to subscribe for Placing Shares will (for itself and for any
person(s) procured by it to subscribe for Placing Shares and any nominee(s)
for any such person(s)) be deemed to undertake, represent and warrant to each
of the Company and the Managers at the time of entering into such commitment
and on an ongoing basis until Admission that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and it is not on any other
information given, or representation or statement made at any time, by any
person concerning the Company, the Placing Shares or the Placing. It agrees
that neither the Company nor the Managers, or any of their respective
officers, agents, employees or affiliates will have any liability for any
other information or representation. It irrevocably and unconditionally waives
any rights it may have in respect of any other information or representation;
2. if the laws of any territory or jurisdiction outside Jersey or
the United Kingdom are applicable to its agreement to subscribe for Placing
Shares under the Placing, it warrants that it has complied with all such laws,
obtained all governmental and other consents which may be required, complied
with all requisite formalities and paid any issue, transfer or other taxes due
in connection with its application in any territory and that it has not taken
any action or omitted to take any action which will result in the Company, the
Managers or the Registrar or any of their respective officers, agents,
employees or affiliates acting in breach of the regulatory or legal
requirements, directly or indirectly, of any territory or jurisdiction outside
the United Kingdom in connection with the Placing;
3. it has carefully read and understands this Announcement in its
entirety and acknowledges that it is acquiring Placing Shares on the terms and
subject to the conditions set out in this Appendix and the Articles as in
force at the date of Admission. Such Placee agrees that these terms and
conditions represent the whole and only agreement between the Placee, the
Company and the Managers in relation to the Placee's participation in the
Placing and supersede any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would otherwise be
implied (by law or otherwise) shall not form part of these terms and
conditions. Such Placee agrees that neither of the Company or the Managers,
nor any of their respective officers, partners (persönlich haftende
Gesellschafter) or directors, will have any liability for any such other
information or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or representation;
4. it has not relied on any of the Managers or any person
affiliated with any of them in connection with any investigation of the
accuracy of any information contained in this Announcement;
5. it acknowledges that the contents of this Announcement are
exclusively the responsibility of the Company and its Directors and neither
the Managers nor any person acting on their behalf nor any of their affiliates
are responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any information
published by or on behalf of the Company and will not be liable for any
decision by a Placee to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise;
6. it acknowledges that no person is authorised in connection with
the Placing to give any information or make any representation other than as
contained in this Announcement and, if given or made, any information or
representation must not be relied upon as having been authorised by the
Managers or the Company;
7. it is not applying as, nor is it 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 section 67, 70, 93 or 96 (depository receipts and clearance services) of
the Finance Act 1986;
8. if it is within the United Kingdom, it is a person who is a
"qualified investor" within the meaning of Article 2(e) of the UK Prospectus
Regulation who falls within articles 49(2)(a) to (d) or 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended or
is a person to whom the Placing Shares may otherwise lawfully be offered, or,
if it is receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would apply, that
it is a person to whom the Placing Shares may be lawfully offered under that
other jurisdiction's laws and regulations and is capable of being categorised
as a person who is a "professional client" or an "eligible counterparty"
within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;
9. any offer of Placing Shares may only be directed at persons in
member states of the EEA and the United Kingdom who are Qualified Investors
and represents, warrants and undertakes that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or the United
Kingdom prior to Admission 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 or the United Kingdom within the
meaning of the Prospectus Regulation;
10. it and any account for which it is acting is either: (i) outside
the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S or (ii)
inside the United States and is a QIB who has duly executed a US investor
letter in a form provided to it and delivered the same to the Managers or
their affiliates;
11. if it is in Australia, it accepts and acknowledges that this
Announcement is not a prospectus, product disclosure statement or other
offering document under the Corporations Act 2001 (Cth) (the "Corporations
Act") or any other Australian law and will not be lodged or registered with
the Australian Securities and Investments Commission or any other regulator in
Australia;
12. if it is in Australia, it is a "sophisticated investor" or a
"professional investor" as those terms are defined in sub-sections 708(8) and
708(11) of the Corporations Act, respectively;
13. if it is in Hong Kong, it is a ''professional investor'' as
defined in the Securities and Futures Ordinance (Cap 571 of Hong Kong) and any
rules made under that Ordinance;
14. if it is in Singapore, it is an "institutional investor" as such
term is defined in section 4A of the Securities and Futures Act 2001 of
Singapore;
15. if it is in Canada or otherwise subject to the securities laws of
Canada, it:
(a) is a "permitted client" as defined in National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant Obligations and
a ''accredited investor'' as defined in section 1.1 of National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario) (but other than solely an individual ''accredited investor'' under
paragraph (j), (k) or (l) of that definition or as an entity created or used
solely to purchase or hold securities under paragraph (m));
(b) has duly executed a Canadian investor letter in a form provided
to it and delivered the same to the Joint Bookrunners; and
(c) is either purchasing the Placing Shares as principal for its own
account, or is deemed to be purchasing the Placing Shares as principal in
accordance with applicable securities laws.
Accordingly, purchasers of the Placing Shares in Canada or otherwise subject
to the securities laws of Canada do not receive the benefits associated with a
subscription for securities issued pursuant to a prospectus, including the
review of offering materials by any securities regulatory authority in Canada.
No securities commission or similar securities regulatory authority in Canada
has reviewed or in any way passed upon this Announcement or the merits of the
Placing Shares and any representation to the contrary is an offence under
applicable Canadian securities laws;
16. neither this Announcement nor any other offering, marketing or
other material in connection with the Placing constitutes an invitation, offer
or promotion to, or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the relevant
territory, such offer, invitation or other course of conduct could lawfully be
made to it or such person and such documents or materials could lawfully be
provided to it or such person and Placing Shares could lawfully be distributed
to and subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal requirements;
17. it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
18. it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing in, from or otherwise involving the United Kingdom;
19. it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person;
20. if the Placee is a natural person, such investor is not under the
age of majority (18 years of age in the United Kingdom) on the date of such
Placee's agreement to subscribe for Placing Shares under the Placing and will
not be any such person on the date any such Placing (as applicable) is
accepted;
21. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other offering
materials concerning the Placing or the Placing Shares to any persons within a
jurisdiction in which it would be unlawful to do so, nor will it do any of the
foregoing;
22. it acknowledges that none of the Managers nor any of their
respective affiliates or any person acting on their behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or providing any
advice in relation to the Placing and participation in the Placing is on the
basis that it is not and will not be a client of any Managers and that none of
the Managers has any duties or responsibilities to it for providing protection
afforded to their respective clients or for providing advice in relation to
the Placing;
23. that, save in the event of fraud on the part of any Manager, or in
respect of any liability which cannot be excluded under FSMA, none of the
Managers or their respective ultimate holding company, nor any direct or
indirect subsidiary undertakings of such holding companies, nor any of their
respective directors, members, partners (persönlich haftende Gesellschafter),
officers and employees shall be responsible or liable to a Placee or any of
its clients for any matter arising out of any Manager's role as nominated
adviser, broker, bookrunner and co-manager (as applicable to either Canaccord,
Berenberg or Panmure Liberum) or otherwise in connection with the Placing and
that where any such responsibility or liability nevertheless arises as a
matter of law the Placee and, if relevant, its clients, will immediately waive
any claim against any of such persons which the Placee or any of its clients
may have in respect thereof;
24. it acknowledges that where it is subscribing for Placing Shares
for one or more managed, discretionary or advisory accounts, it is authorised
in writing for each such account: (i) to subscribe for the Placing Shares for
each such account; (ii) to make on each such account's behalf the
representations, warranties and agreements set out in this Announcement; and
(iii) to receive on behalf of each such account any documentation relating to
the Placing (as applicable) in the form provided by the Company and/or the
Managers. It agrees that the provision of this paragraph shall survive any
resale of the Placing Shares by or on behalf of any such account;
25. it irrevocably appoints any Director of the Company and/or any
authorised representative of any Manager to be its agent and on its behalf
(without any obligation or duty to do so), to sign, execute and deliver any
documents and do all acts, matters and things as may be necessary for, or
incidental to, its subscription for all or any of the Placing Shares for which
it has given a commitment under the Placing, in the event of its own failure
to do so;
26. the exercise by the Managers or the Company of any rights or
obligations under the Placing Agreement shall be within their absolute
discretion and the Managers and the Company need not have any reference to any
Placee and it accepts that if the Placing does not proceed or the relevant
Conditions to the Placing Agreement are not satisfied for any reason
whatsoever then neither the Managers nor the Company, nor persons controlling,
controlled by or under common control with any of them nor any of their
respective employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any other
person;
27. in connection with its participation in the Placing it has
complied with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Money Laundering Regulations
2017"), and any other applicable law concerning the prevention of money
laundering and that its application is only made on the basis that it accepts
full responsibility for any requirement to verify the identity of its clients
and other persons in respect of whom it has applied. In addition, it warrants
that it is a person: (i) subject to the Money Laundering Regulations 2017 in
force in the United Kingdom; or (ii) acting in the course of a business in
relation to which an overseas regulatory authority exercises regulatory
functions and is based or incorporated in, or formed under the law of, a
country in which there are in force provisions at least equivalent to those
required by the Money Laundering Directive (2005/60/EC of the European
Parliament and of the EC Council of 26 October 2005 on the prevention of the
use of the financial system for the purpose of money laundering and terrorist
financing);
28. it acknowledges that due to anti-money laundering requirements and
the countering of terrorist financing, the Managers and the Company may
require proof of identity and verification of the source of the payment before
the application can be processed and that, in the event of delay or failure by
the applicant to produce any information required for verification purposes,
the Managers and the Company may refuse to accept the application and the
subscription monies relating thereto. It holds harmless and will indemnify the
Managers and the Company against any liability, loss or cost ensuing due to
the failure to process such application, if such information as has been
requested has not been provided by it in a timely manner;
29. it is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions which apply to it, it has fully observed all such laws
and obtained all governmental and other consents which may be required
thereunder and complied with all necessary formalities and it has paid all
issue, transfer or other taxes due in connection with its acceptance in any
jurisdiction of the Placing Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the Managers or
their respective directors, officers, partners (persönlich haftende
Gesellschafter), agents, employees and advisers being in breach of the laws of
any jurisdiction in connection with its acceptance of participation in the
Placing;
30. it acknowledges and agrees that information provided by it to the
Company or the Registrar will be stored on the Registrar's computer system and
in hard copy. It acknowledges and agrees that for the purposes of the Data
Protection Act 1998 (the "Data Protection Law") and other relevant data
protection legislation which may be applicable, the Registrar is required to
specify the purposes for which it will hold personal data. The Registrar will
only use such information for the purposes set out below (collectively, the
"Purposes"), being to:
(a) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Placing Shares, including
processing personal data in connection with credit and money laundering checks
on it;
(b) communicate with it as necessary in connection with its affairs
and generally in connection with its holding of Placing Shares;
(c) provide personal data to such third parties as the Registrar may
consider necessary in connection with its affairs and generally in connection
with its holding of Placing Shares or as the Data Protection Law may require,
including to third parties outside the United Kingdom or the EEA; and
(d) without limitation, provide such personal data to the Company,
the Managers and their respective associates for processing, notwithstanding
that any such party may be outside the United Kingdom or the EEA;
31. in providing the Registrar with information, it hereby represents
and warrants to the Registrar that it has obtained the consent of any data
subjects to the Registrar and its associates holding and using their personal
data for the Purposes (including the explicit consent of the data subjects for
the processing of any sensitive personal data for the purpose set out in
paragraph 30(a) above);
32. the Managers and the Company are entitled to exercise any of their
rights under the Placing Agreement or any other right in their absolute
discretion without any liability whatsoever to them;
33. the representations, undertakings and warranties given by such
Placee contained in this Announcement are irrevocable. It acknowledges that
the Managers and the Company and their respective affiliates will rely upon
the truth and accuracy of the foregoing representations and warranties and it
agrees that if any of the representations or warranties made or deemed to have
been made by its subscription of the Placing Shares are no longer accurate, it
shall promptly notify the Managers and the Company;
34. where it or any person acting on behalf of it is dealing with any
Manager, any money held in an account with any Manager, on behalf of it and/or
any person acting on behalf of it will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA which therefore
will not require that Manager to segregate such money, as that money will be
held by such Manager under a banking relationship and not as trustee;
35. any of its clients, whether or not identified to any Manager will
remain its sole responsibility and will not become clients of that Manager for
the purposes of the rules of the FCA or for the purposes of any other
statutory or regulatory provision;
36. it accepts that the allocation of Placing Shares shall be
determined by the Bookrunner (in consultation with the Company to the extent
lawful and practicable) in its absolute discretion and that such person may
scale down any Placing commitments for this purpose on such basis as it may
determine; and
37. time shall be of the essence as regards its obligations to settle
payment for the Placing Shares and to comply with its other obligations under
the Placing.
United States purchase and transfer conditions
Each purchaser of the Placing Shares located in the United States will be
required to execute a US investor letter containing, among other
representations and agreements, certain representations and agreements
substantially consistent with those described below, and by accepting delivery
of this notice will be deemed to have represented and agreed as follows:
(i) it understands that the Placing Shares have not been and will
not be registered under the U.S. Securities Act or any applicable state
securities laws and that the offer and sale of Placing Shares to it are being
made in reliance upon the exemption from securities registration afforded by
Section 4(a)(2) of the U.S. Securities Act and similar exemptions under
applicable state securities laws;
(ii) it agrees on its own behalf and on behalf of any investor
account for which it is purchasing Placing Shares that the Placing Shares may
not be reoffered, resold, pledged or otherwise transferred, directly or
indirectly, except:
· to the Company (though the Company is under no obligation to
purchase any such Placing Shares);
· through offers and sales that occur outside the United States
in compliance with Rule 904 of Regulation S under the U.S. Securities Act; or
· pursuant to a registration statement that has been declared
effective under the U.S. Securities Act (though the Company is under no
obligation to file any such registration statement),
in each case in compliance with any applicable state securities laws in the
United States or the securities laws of any state or other applicable
jurisdiction;
(iii) it understands (and each investor for which it is acting (if
any) has been advised and understands) that no representation has been made as
to the availability of any exemption under the U.S. Securities Act or any
applicable securities laws of any state or other jurisdiction of the United
States for the reoffer, resale, pledge or transfer of the Placing Shares;
(iv) it is a QIB and is acquiring the Placing Shares for its own
account or for the account of one or more QIBs with respect to which it
exercises sole investment discretion, for investment purposes only, and not
with a view to any resale, distribution or other disposition of the Placing
Shares in violation of United States federal or state securities laws; it has
such knowledge and experience in financial and business matters and expertise
in assessing risk that it is capable of evaluating the merits and risks of its
investments in the Placing Shares (and has sought such accounting, legal, tax
and other advice as it has considered necessary to make an informed investment
decision) and it, and each account for which it is acting, if any, is aware
that there are substantial risks incident to the purchase of the Placing
Shares and is able to bear the economic risk, and sustain a complete loss, of
such investment in the Placing Shares;
(v) it and any account for which it is acting (if any) became aware
of this Placing and the Placing Shares were offered to it and each account for
which it is acting (if any), solely by means of direct contact between it and
the Company, and not by any other means. It acknowledges that it has not
purchased the Placing Shares as a result of any "general solicitation" or
"general advertising" (as such terms are used in Regulation D under the U.S.
Securities Act) or "directed selling efforts" within the meaning of Rule
902(c) of Regulation S under the U.S. Securities Act, including, without
limitation, advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media, or broadcast over
radio, television or the internet, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;
(vi) it is acquiring the Placing Shares for its own account, or for
one or more accounts (and as to each of which it has authority to acquire the
Placing Shares and to exercise sole investment discretion), for investment
purposes, and not with a view to, or for resale in connection with, the
distribution thereof, directly or indirectly, in whole or in part, in the
United States. Neither it nor any account for which it is acting (if any) was
formed for the specific purpose of acquiring the Placing Shares;
(vii) if in the future it decides to offer, sell, transfer, assign,
novate or otherwise dispose of Placing Shares, it will do so only pursuant to
an effective registration statement or, in compliance with an exemption from
the registration requirements, of the U.S. Securities Act;
(viii) it consents to the Company making a notation on its records or
giving instructions to any transfer agent of the Placing Shares in order to
implement the restrictions on transfer set out and described in this notice
and in the US investor letter;
(ix) it understands and acknowledges that the Company is not obligated
to file and has no present intention of filing with the SEC or with any state
securities regulatory authority any registration statement in respect of
resales of the Placing Shares;
(x) it acknowledges that it has received a copy of this notice and
it understands and acknowledges that, as the Placing is a private placement of
securities, it is responsible for conducting its own due diligence in
connection with the Placing and any purchase of Placing Shares. It
acknowledges that it has had the opportunity to ask and has asked any queries
regarding an acquisition of the Placing Shares, the Company and its
subsidiaries and their affairs, and the terms of the Placing Shares, and has
received satisfactory answers from representatives of the Company, and it has
had access to such information concerning the Company and the Placing Shares
as it has deemed necessary to conduct its own due diligence and make an
informed investment decision on its behalf and on behalf of each account for
which it is acting (if any);
(xi) it acknowledges that no representation or warranty is made by the
Company or any Manager as to the accuracy or completeness of any
representation, warranty or undertaking (express or implied) to it with
respect to the Company or the Placing Shares. It further acknowledges that
none of the Company or the Managers has made any representation or given any
information to it with respect to the Company or the offering or sale of any
Placing Shares other than the information contained in this notice;
(xii) it understands that none of the Company or its affiliates,
directors, officers, employees, agents, representatives or advisors makes any
representation as to the future performance of the Company or any of their
respective subsidiaries or affiliates or their respective securities,
including the Placing Shares;
(xiii) it understands and acknowledges that there may be material tax
consequences to it of an acquisition, holding or disposition of the Placing
Shares and it has made its own assessment concerning the relevant tax, legal,
economic and other considerations relevant to its investment in the Placing
Shares. In particular, the Company is expected to be a "passive foreign
investment company" ("PFIC") for US federal income tax purposes for its
current tax year and in future tax years, which may result in adverse US tax
consequences to US investors. It understands and acknowledges the Company and
the Managers give no opinion and make no representation with respect to the
tax consequences to any purchaser under United States, state, local or foreign
tax law of its acquisition, holding or disposition of the Placing Shares, it
acknowledges that the Company does not undertake any affirmative obligation to
make a determination with respect to its PFIC status in future periods or to
provide information necessary for a purchaser to make a "qualified electing
fund" election with respect to the Company and it acknowledges that it is
solely responsible for determining the tax consequences (including, without
limitation, the Company's status as a PFIC and the tax consequences of the
PFIC rules) of its investment;
(xiv) it acknowledges that the Placing Shares will be "restricted
securities" within the meaning of Rule 144; that, in the case of the Placing
Shares, such Placing Shares that will not be represented by certificates that
bear a U.S. restricted legend or are identified by a restricted CUSIP number
in reliance on the acknowledgments, representations and agreements of the
undersigned contained herein;
(xv) other than an initial purchaser in the Placing who receives the
written consent of the Company and provides an ERISA certificate to the
Company as to its status as a US Plan Investor or Controlling Person, it is
not, and is not acting on behalf of, a US Plan Investor or a Controlling
Person (as defined below) (and for these purposes, a "US Plan Investor" is (i)
an employee benefit plan as defined in section 3(3) of the US Employee
Retirement Income Security Act of 1974 ("ERISA") (subject to the provisions of
Title I of ERISA); (ii) a plan, individual retirement account or other
arrangement that is described in Section 4975 of the US Internal Revenue Code
of 1986, as amended (the "US Tax Code"); (iii) an insurance company using
general account assets, if such general account assets are deemed to include
assets of any of the foregoing types of plans, accounts or arrangement for
purposes of Title I of ERISA or Section 4975 of the US Tax Code; or (iv) any
entity which is deemed to hold the assets of any of the foregoing types of
plans, accounts or arrangements that is subject to Title I of ERISA or Section
4975 of the US Tax Code);
(xvi) it either (a) is not registered as an investment company under the
Investment Company Act of 1940, as amended, or (b) if it is so registered, the
Company is not an "affiliated person" of the purchaser as such term is defined
in the Investment Company Act of 1940, as amended;
(xvii) each of the Managers, the Company, its directors, officers,
partners (persönlich haftende Gesellschafter), agents, employees, advisers
and others will rely upon the truth and accuracy of the foregoing
representations and agreements. If any of the representations or agreements
made by the purchaser are no longer accurate or have not been complied with,
the purchaser will immediately notify the Company and, if it is acquiring any
Placing Shares as a fiduciary or agent for one or more accounts it has sole
investment discretion with respect to each such account and it has full power
to make such foregoing representations and agreements on behalf of each such
account; and
(xviii) it acknowledges that the Company may request from it and/or any
account for which it is acting (if any) such additional information as the
Company may reasonably deem necessary to evaluate its eligibility or the
eligibility of any account for which it is acting to acquire the Placing
Shares, and may request from time to time such information as the Company may
reasonably deem necessary to determine its eligibility or eligibility of any
account for which it is acting to hold the Placing Shares or to enable the
Placing Shares to determine their compliance with applicable regulatory
requirements or tax status, and it and each account for which it is acting (if
any) shall provide such information as may be reasonably requested.
The Company will not recognize any resale or other transfer, or attempted
resale or other transfer, in respect of the Placing Shares made other than in
compliance with the above stated restrictions.
The Company, the Managers and their respective directors, officers, partners
(persönlich haftende Gesellschafter), agents, employees, advisers and others
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements made
by the Placee are no longer accurate or have not been complied with, the
Placee will immediately notify the Company and the Managers.
ERISA transfer restrictions
The following is a summary of certain considerations associated with the
purchase of the Placing Shares by (i) any employee benefit plan subject to
Title I of ERISA; (ii) a plan, individual retirement account or other
arrangement that is subject to section 4975 of the US Tax Code; (iii) entities
whose underlying assets are considered to include "plan assets" of any plan,
account or arrangement described in preceding clause (i) or (ii) (each entity
described in preceding clauses (i), (ii), or (iii) a "Benefit Plan Investor");
(iv) an insurance company using general account assets, if such general
account assets are deemed to include assets of any of the foregoing types of
plans, accounts or arrangements for purposes of Title I of ERISA or Section
4975 of the US Tax Code; and (v) a person (other than a Benefit Plan Investor)
who has discretionary authority or control with respect to the assets of the
Company or any Person who provides investment advice for a fee (direct or
indirect) with respect to such assets, or any affiliate of any such Person
(each, a "Controlling Person"). Each purchaser of Placing Shares (other than a
purchaser subscribing for new Placing Shares in the Company in connection with
which the purchaser (a) obtains the written consent of the Company and (b)
provides an ERISA certificate to the Company as to its status as a Benefit
Plan Investor or Controlling Person) or subsequent transferee, as applicable,
of an interest in the Placing Shares, on each day from the date on which such
beneficial owner acquires its interest in such Placing Shares through and
including the date on which such beneficial owner disposes of its interest in
such Placing Shares, will be deemed to have represented and agreed that no
portion of the assets used to acquire or hold its interest in the Placing
Shares constitutes or will constitute the assets of any Benefit Plan Investor,
Insurance Company General Account or Controlling Person (each as defined
above). Purported transfers of Placing Shares to Benefit Plan Investors,
Insurance Company General Accounts or Controlling Persons will, to the extent
permissible by applicable law, be void ab initio.
Section 3(42) of ERISA provides that the term "plan assets" has the meaning
assigned to it by such regulations as the Department of Labor may prescribe,
except that under such regulations the assets of any entity shall not be
treated as plan assets if, immediately after the most recent acquisition of
any equity interest in the entity, less than 25 per cent. of the total value
of each class of equity is held by Benefit Plan Investors, excluding equity
interests held by any Controlling Persons (the "25 per cent. Limitation"). If
any Placing Shares are owned directly or beneficially by a person believed by
the Directors to be (i) in violation of the transfer restrictions set forth in
this Announcement and the Articles, (ii) a Benefit Plan Investor, Insurance
Company General Account, Controlling Person, or equivalent under similar laws
or (iii) a person whose beneficial ownership otherwise causes a violation of
the 25 per cent. Limitation (any such person, a "Non-Permitted ERISA Holder"),
the Directors may give notice to such Non-Permitted ERISA Holder requiring him
either (a) to provide the Directors within 30 days of receipt of such notice
with sufficient satisfactory documentary evidence to satisfy the Directors
that such person is not in violation of the transfer restrictions set forth in
this Announcement or the Articles or is not a Benefit Plan Investor or
Controlling Person or (b) to sell or transfer his Placing Shares to a person
qualified to own the same within 30 days, and within such 30 days to provide
the Directors with satisfactory evidence of such sale or transfer. Where
condition (a) or (b) is not satisfied within 30 days after the serving of the
notice, the Board is entitled to arrange for the sale of the Placing Shares on
behalf of the person. If the Company cannot effect a sale of the Placing
Shares within ten trading days of its first attempt to do so, the person will
be deemed to have forfeited his Placing Shares.
Supply and disclosure of information
If any Manager, the Registrar or the Company or any of their respective agents
request any information about a Placee's agreement to subscribe for Placing
Shares under the Placing, such Placee must promptly disclose it to them.
Miscellaneous
The rights and remedies of the Managers, the Registrar and the Company under
these terms and conditions are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally, his nationality. If a Placee is a discretionary
fund manager, that Placee may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents provided
in connection with the Placing will be sent at the Placee's risk. They may be
returned by post to such Placee at the address notified by such Placee.
Each Placee agrees to be bound by the Articles once the Placing Shares, which
the Placee has agreed to subscribe for pursuant to the Placing, have been
acquired by the Placee. The contract to subscribe for Placing Shares under the
Placing and the appointments and authorities mentioned in this Announcement
and all disputes and claims arising out of or in connection with its subject
matter or formation (including any non-contractual disputes or claims) will be
governed by, and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of the Managers, the Company and the Registrar, each
Placee irrevocably submits to the jurisdiction of the courts of England and
Wales and waives any objection to proceedings in any such court on the ground
of venue or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken against a
Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares under the
Placing, references to a Placee in these terms and conditions are to each of
the Placees who are a party to that joint agreement and their liability is
joint and several.
The Bookrunner and the Company expressly reserve the right to modify the terms
of the Placing (including, without limitation, its timetable and settlement)
at any time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and the
Placing Agreement not having been terminated.
1 Daily spot price published by UxC, LLC on 23 September 2025.
2 Cash and other current assets and liabilities as at 30 June
2025.
3 Bloomberg USD / GBP exchange rate as at 16:30 BST on 23
September 2025.
4 Net asset value per share on 23 September 2025 is calculated
assuming 221,440,730 ordinary shares in issue, less 4,584,283 shares held in
treasury on that date.
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