REG - Zinnwald Lithium PLC - Proposed Fundraising of a Minimum of £3 million
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RNS Number : 0789N Zinnwald Lithium PLC 17 June 2025
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APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.
Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector: Mining
17 June 2025
Zinnwald Lithium plc
("Zinnwald" or the "Company")
Proposed Equity Fundraising to Raise a Minimum of £3 million
Zinnwald Lithium plc, the German focused lithium development company, is
pleased to announce its intention to conduct an equity fundraising by way of a
placing and subscription to raise a minimum of £3 million (before expenses)
through the issue of a minimum of 60,000,000 new ordinary shares of 1 pence
each at an issue price of 5 pence per share (the "Issue Price")
The Company is today launching a placing led by Oberon and Tamesis (the
"Placing") and a Retail Offer. The Placing will seek to raise a minimum of
£0.6 million through the issue of a minimum of 12,000,000 new ordinary shares
in aggregate (the "Placing Shares") and will be conducted via an accelerated
bookbuild (the "Bookbuild"), further details of which can be found in the
appendix to this announcement. Henry Maxey, an existing 14.6% shareholder in
the Company, has notified the Company of his intention to participate in the
Placing for an amount of £0.5 million.
In addition, AMG Lithium B.V. ("AMG"), an existing 25.1% shareholder in the
Company and a wholly owned subsidiary of Euronext Amsterdam-listed AMG
Critical Materials N.V, and Mark Tindall, an existing 4.2% shareholder in the
Company, are subscribing for new ordinary shares (together, the
"Subscription"). The Subscription will raise £2.42 million (before expenses)
through the issue of 48,400,000 new ordinary shares (the "Subscription
Shares") at the Issue Price.
The Placing and Subscription (together, the "Fundraising") will raise a
minimum of £3 million (before expenses) at the Issue Price.
The Issue Price represents a discount of 13.77% to the 20-day volume weighted
average price of the Company's shares as at the close of the market on 16 June
2025.
The new ordinary shares to be issued by the Company in relation to the
Fundraising and the Retail Offer (the "New Ordinary Shares") will be issued
utilising the Company's existing share authorities to issue new ordinary
shares on a non-pre-emptive basis, as approved by the Company's shareholders
at the June 2024 Annual General Meeting.
The Placing has been arranged by Oberon and Tamesis, joint brokers to the
Placing (the "Joint Brokers"). The Placing is not being underwritten.
The Directors recognise the importance of giving retail shareholders and
investors an opportunity to participate in the Company's ongoing funding,
should they be unable to participate in the Placing. Consequently, the Company
intends to make an offer on the RetailBook Platform of New Ordinary Shares at
the Issue Price to new and existing Shareholders located in the United
Kingdom. To the extent it is able, the Company will prioritise existing
Zinnwald shareholders in the Retail Offer. Further details of the Retail Offer
will be announced shortly.
Rationale for the Fundraising and Use of Fundraising Proceeds
In March 2025, the Company published a Pre-Feasibility Study ("PFS") for the
Project that showed a pre-tax NPV of €3.3 billion and IRR of 23.6% on a
phased project initially producing 18,000 tonnes per annum of lithium
hydroxide scaling up to a peak production of 35,100 tonnes with a mine life in
excess of 40 years. This confirmed the Project's economic viability and
paved the way for further project planning and development. The Company's
immediate use of the net proceeds of the Fundraising include the following:
· Permitting: continue to advance the ongoing permitting process and work
required for the Environmental and Social Impact Assessment;
· Project derisking: advance areas identified in the PFS regarding
opportunities to de-risk and optimise the Project, including process testwork
and further sources of financing including grant funding;
· Property: continue negotiations with the City of Altenberg and
landowners identified at Liebenau to secure options over the land required for
the Project;
· Project team: continue to build out the Project team in Germany; and
· Working capital and general corporate purposes.
The Placing
The Company is today launching the Placing led by the Joint Brokers. The
Placing will seek to raise a minimum of £0.6 million (before expenses)
through the issue of the Placing Shares and will be conducted via an
accelerated bookbuild. Zinnwald has today entered into the Placing Agreement
with the Joint Brokers.
The Bookbuild will be launched immediately following this announcement by the
Joint Brokers. Pricing and allocations of Placing Shares are expected to be
announced as soon as practicable following the closing of the book. The
timing of closing of the book will be at the absolute discretion of the Joint
Brokers. The Placing is subject to the terms and conditions set out in
appendix I to this announcement (which forms part of this announcement, such
announcement and its appendices together being the "Announcement").
The Placing is conditional upon, inter alia, Admission becoming effective and
the Placing Agreement between the Company and the Joint Brokers becoming
unconditional and not being terminated.
Henry Maxey, an existing 14.6% shareholder in the Company, has notified the
Company of his intention to participate in the Placing for the amount of £0.5
million. The proposed participation of Mr Maxey in the Placing would
constitute a related party transaction pursuant to the AIM Rules for
Companies. Mr Maxey's participation in the Placing will be confirmed in the
announcement confirming the result of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will
rank pari passu with the existing Ordinary Shares including the right to
receive all future dividends and distributions declared, made or paid by
reference to a record date falling after their issue.
The Subscription
In addition to the Placing, the Company has entered into two subscription
agreements with existing shareholders to raise £2.42 million through the
issue of the Subscription Shares.
Zinnwald has entered into a subscription agreement with AMG to subscribe for
40,000,000 Subscription Shares at the Issue Price, comprising an investment of
£2 million. In the event that the Placing and/or the Retail Offer are
under-subscribed, AMG's subscription for Subscription Shares shall be scaled
downwards so as to ensure that AMG's shareholding in the Company does not
exceed 29.9% following the issue of New Ordinary Shares as a result of the
Fundraising and Retail Offer.
Zinnwald has also entered into a subscription agreement with Mark Tindall to
subscribe for 8,400,000 Subscription Shares at the Issue Price, comprising an
investment of £0.42 million.
The Subscription Shares, when issued, be credited as fully paid and will
rank pari passu with the existing Ordinary Shares including the right to
receive all future dividends and distributions declared, made or paid by
reference to a record date falling after their issue.
The Subscription is conditional upon, inter alia, Admission becoming effective
and the Placing Agreement between the Company and the Joint Brokers becoming
unconditional and not being terminated.
The Company will apply for the New Ordinary Shares, to be issued in relation
to the Fundraising and the Retail Offer, to be admitted to trading on AIM and
Admission is expected to occur on or around 24 June 2025.
Related party transactions
AMG is a substantial shareholder in the Company with a shareholding of 25.1%
of the Company's current issued share capital and has a Nominated Director on
the board of the Company, Dr Stefan Scherer. AMG has entered the AMG
Subscription Agreement with the Company. The entry into the AMG Subscription
Agreement between the Company and AMG constitutes a related party transaction
pursuant to rule 13 of the AIM Rules for Companies.
The Independent Directors of the Company for the purposes of the Fundraising
(being all the Directors with the exception of Dr Stefan Scherer who is an
appointee of AMG) consider that, having consulted with the Company's Nominated
Adviser, Allenby Capital for the purposes of the AIM Rules, the transaction
between the Company and AMG is fair and reasonable insofar as the Company's
shareholders are concerned.
ENDS
For further information contact:
Anton du Plessis Zinnwald Lithium plc info@zinnwaldlithium.com
Cherif Rifaat
David Hart Allenby Capital Limited (Nominated Adviser) +44 (0) 20 3328 5656
Dan Dearden-Williams
Michael Seabrook Oberon Capital (Joint Broker to the Placing) +44 (0) 20 3179 5300
Adam Pollock
Jessica Cave
Richard Greenfield Tamesis Partners LLP +44 (0) 20 3882 2868
Charles Bendon (Joint Broker to the Placing)
Isabel de Salis St Brides Partners Ltd zinnwald@stbridespartners.co.uk
Paul Dulieu (Financial PR)
Notes
AIM quoted Zinnwald Lithium plc (EPIC: ZNWD.L) is focused on becoming an
important supplier of lithium hydroxide to Europe's fast-growing battery
sector. The Company owns 100% of the Zinnwald Lithium Project in Germany,
which has an approved mining licence, is located in the heart
of Europe's chemical and automotive industries and has the potential to be
one of Europe's more advanced battery grade lithium projects.
Notice to Distributors
Solely for the purposes of the product governance requirement contained in
Chapter 3 of the FCA Product Intervention and Product Governance Sourcebook
(together, the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, as defined under the FCA Handbook Conduct of Business
Sourcebook, and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing offers no guaranteed income and no
capital protection; and an investment in the Placing is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Oberon Capital and Tamesis 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 FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A
respectively; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE BOOKBUILD
IMPORTANT INFORMATION ON THE BOOKBUILD 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) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (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 APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE SECURITIES MENTIONED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY 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 US 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 CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY
INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING
ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in this
Announcement.
If a person indicates to Oberon Investments Limited (trading as Oberon
Capital) ("Oberon") or Tamesis Partners LLP ("Tamesis") that it wishes to
participate in the Placing by making an oral or written offer to acquire
Placing Shares (each such person, a "Placee") it will be deemed to have read
and understood these terms and conditions and the Announcement of which they
form a part in their entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties, indemnities,
agreements and acknowledgements, contained in these terms and conditions as
deemed to be made by Placees.
In particular each such Placee represents, warrants and acknowledges that:
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;
it is and, at the time the Placing Shares are acquired, will be outside the
United States and acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S") and it is acquiring beneficial interests in the Placing
Shares for its own account; if acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings, and acknowledgements
herein on behalf of each such person; and
if it is a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, 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 the United Kingdom or a member state
of the EEA, or in circumstances in which the prior consent of Oberon or
Tamesis has been given to each such proposed offer or resale
This Announcement, including this Appendix, does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent (i)
registration under the Securities Act or (ii) an available exemption from, or
in a transaction not subject to, registration under the Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the Securities Act. The Placing Shares are being offered and sold outside the
United States in "offshore transactions" in accordance with Regulation S.
There will be no public offering of the securities in the United States.
The distribution of these terms and conditions and the offer and/or placing of
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by Oberon, Tamesis or the Company that would permit an
offer of the Placing Shares or possession or distribution of these terms and
conditions or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is required, save as
mentioned above. Persons into whose possession these terms and conditions come
are required by Oberon, Tamesis and the Company to inform themselves about and
to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and each
Placee's commitment will be made solely on the basis of the information set
out in this Announcement. Each Placee, by participating in the Placing, agrees
that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of Oberon, Tamesis
or the Company and none of Oberon, Tamesis the Company, nor any person acting
on such person's behalf nor any of their respective affiliates has or shall
have liability for any Placee's decision to accept this invitation to
participate in 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.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of Oberon, Tamesis or any of their
affiliates, their respective directors, officers, employees, agents, advisers,
or any other person, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in this Announcement or for any other
statement made or purported to be made by any of them, or on behalf of them,
in connection with the Company or the Placing and no such person shall have
any responsibility or liability for any such information or opinions or for
any errors or omissions. Accordingly, save to the extent permitted by law, no
liability whatsoever is accepted by Oberon, Tamesis or any of their directors,
officers, employees or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this Announcement or such
information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus.
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings per share
for any future period will necessarily match or exceed historical published
profits or earnings per share of the Company.
Proposed Placing of New Ordinary Shares
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions and
this Announcement have been prepared and issued by the Company, and is the
sole responsibility of the Company. Application will be made to the London
Stock Exchange for admission of the Placing Shares ("Admission") to trading on
AIM. It is expected that Admission will become effective and that dealings in
the Placing Shares will commence on AIM at 8.00 a.m. on or around 24 June
2025.
The New Ordinary Shares issued under the Placing, when issued and fully paid,
will be identical to, and rank pari passu with, the existing ordinary shares,
including the right to receive all dividends and other distributions declared,
made or paid on the existing ordinary shares after Admission.
Bookbuilding process
Commencing today, Oberon and Tamesis will be conducting the Bookbuild to
determine demand for participation in the Placing. Oberon and Tamesis will
seek to procure Placees as agent for the Company as part of this Bookbuild.
These terms and conditions give details of the terms and conditions of, and
the mechanics of participation in, the Placing.
Principal terms of the Bookbuild
(a) Participation in the Placing will only be available to persons who are
Relevant Persons and who may lawfully be and are invited to participate by
Oberon or Tamesis. Oberon, Tamesis and their affiliates are entitled to offer
to subscribe for Placing Shares as principal in the Bookbuild.
(b) Oberon and Tamesis are arranging the Placing as agents of the Company.
(c) By participating in the Placing, Placees will be deemed to have read
and understood this Announcement and these terms and conditions in their
entirety and to be participating and making an offer for any Placing Shares on
these terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings, contained in these
terms and conditions.
(d) Any offer to subscribe for Placing Shares should state the aggregate
number of Placing Shares which the Placee wishes to acquire or the total
monetary amount which it wishes to commit to acquire Placing Shares at the
Issue Price. The Issue Price will be payable by the Placees in respect of the
Placing Shares allocated to them.
(e) The Bookbuild is expected to close on 17 June 2025 but may close
earlier or later, at the discretion of Oberon, Tamesis and the Company. The
timing of the closing of the books and allocations will be agreed between
Oberon, Tamesis and the Company following completion of the Bookbuild (the
"Allocation Policy"). Oberon and Tamesis may, in agreement with the Company,
accept offers to subscribe for Placing Shares that are received after the
Bookbuild has closed.
(f) An offer to subscribe for Placing Shares in the Bookbuild will be made
on the basis of these terms and conditions and will be legally binding on the
Placee by which, or on behalf of which, it is made and will not be capable of
variation or revocation after the close of the Bookbuild.
(g) Subject to paragraph (e) above and (h) below, Oberon and Tamesis
reserve the right not to accept an offer to subscribe for Placing Shares,
either in whole or in part, on the basis of the Allocation Policy and may
scale down any offer to subscribe for Placing Shares for this purpose.
(h) If successful, each Placee's allocation will be confirmed to it by
Oberon or Tamesis following the close of the Bookbuild. Oral or written
confirmation (at Oberon's or Tamesis' discretion) from Oberon or Tamesis to
such Placee confirming its allocation will constitute a legally binding
commitment upon such Placee, in favour of Oberon, Tamesis and the Company to
acquire the number of Placing Shares allocated to it on the terms and
conditions set out herein. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Company, to pay to Oberon or
Tamesis (or as Oberon orf Tamesis may direct) as agent for the Company in
cleared funds an amount equal to the product of the Issue Price and the number
of Placing Shares allocated to such Placee.
(i) The Company will make a further Announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued (the
"Placing Results Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of the
Bookbuild.
(j) Irrespective of the time at which a Placee's allocation(s) pursuant
to the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the time
specified, on the basis explained below under the paragraph entitled
"Registration and Settlement".
(k) No commissions are payable to Placees in respect of the Placing.
(l) By participating in the Bookbuild, 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. All obligations under the Placing will be subject
to the fulfilment of the conditions referred to below under the paragraphs
entitled "Conditions of the Placing" and "Termination of the Placing
Agreement".
Conditions of the Placing
The obligations of Oberon and Tamesis under the Placing Agreement in respect
of the Placing Shares are conditional on, amongst other things:
(a) Admission having occurred not later than 8.00 a.m. on 24
June 2025 or such later date as the Company, Oberon and Tamesis may agree, but
in any event not later than 8.00 a.m. on 30 June 2025;
(b) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be performed
prior to Admission); and
(c) none of the warranties in the Placing Agreement being
untrue or inaccurate or misleading at any time before Admission and no fact or
circumstance having arisen which would render any of the warranties untrue or
inaccurate or misleading if it was repeated as at Admission.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Oberon or Tamesis by the
respective time or date where specified, (ii) any of such conditions becomes
incapable of being fulfilled or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof.
Oberon and Tamesis, at their discretion and upon such terms as they think fit,
may waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither Oberon, Tamesis nor the Company nor any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Oberon and Tamesis.
By participating in the Placing, each Placee agrees that Oberon's and Tamesis'
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Termination of the Placing Agreement".
Termination of the Placing Agreement
Oberon and Tamesis are entitled at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the Placing
Shares by giving notice to the Company if, amongst other things:
(a) the Company is in material breach of any provision of the
Placing Agreement; or
(b) Oberon or Tamesis becomes aware of any circumstance which
results in a breach of any of the warranties given by the Company in the
Placing Agreement or which results in or might result in a breach of any of
the warranties when deemed given; or
(c) any change or development (including, without limitation,
any change or development in economic, financial, political, diplomatic or
other market conditions or any change in any government regulation (including
a material deterioration in, or a material escalation in response to, the
COVID-19 pandemic)) has occurred or is likely to occur which, in the good
faith opinion of Oberon or Tamesis, is (or will be if it occurs) likely
materially and prejudicially to affect the financial position or the business
or prospects of the Company's group or otherwise makes it impractical or
inadvisable for Oberon or Tamesis to perform its obligations under the Placing
Agreement. For these purposes "market conditions" includes conditions
affecting securities in the business sector in which the Company operates and
conditions affecting securities generally.
By participating in the Placing, each Placee agrees with Oberon and Tamesis
that the exercise by Oberon and Tamesis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Oberon and Tamesis and that Oberon and Tamesis need not make any reference
to the Placees in this regards and that, to the fullest extent permitted by
law, neither the Company nor Oberon, nor Tamesis, nor any branch, affiliate or
associated undertaking of either the Company or Oberon or Tamesis nor any of
their respective directors, officers and employees shall have any liability
whatsoever to the Placees in connection with any such exercise or failure to
so exercise.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them on or around 17 June 2025 (or such other time and/or
date as the Company, Oberon and Tamesis may agree).
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. Oberon, Tamesis and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary if delivery or settlement is not possible
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the CREST or certificated settlement instructions which they have in
place with Oberon or Tamesis.
Settlement for the Placing will be on a delivery versus payment basis and
settlement is expected to take place on or around 24 June 2025. Interest is
chargeable daily on payments to the extent that value is received after the
due date from Placees at the rate of 2 percentage points above prevailing
LIBOR. Each Placee is deemed to agree that if it does not comply with these
obligations, Oberon and Tamesis may sell any or all of the Placing Shares
allocated to it on its behalf and retain from the proceeds, for its own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. By communicating a bid for Placing Shares, each
Placee confers on Oberon or Tamesis all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all actions which
Oberon or Tamesis may lawfully take in pursuance of such sale. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon any
transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Oberon, Tamesis and the Company,
the following:
1. in consideration of its allocation of a placing participation, to
subscribe at the Issue Price for any Placing Shares comprised in its
allocation for which it is required to subscribe pursuant to these terms and
conditions;
2. it has read and understood this Announcement (including these terms
and conditions) in its entirety and that it has neither received nor relied on
any information given or any investigations, representations, warranties or
statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares, or otherwise, other than the
information contained in this Announcement (including these terms and
conditions) that in accepting the offer of its placing participation it will
be relying solely on the information contained in this Announcement (including
these terms and conditions) and undertakes not to redistribute or duplicate
such documents;
3. its oral or written commitment will be made solely on the basis of
the information set out in this Announcement and the information publicly
announced to a Regulatory Information Service by or on behalf of the Company
on the date of this Announcement, such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment decision
in respect of the Placing Shares and that it has neither received nor relied
on any other information given, or representations or warranties or statements
made, by Oberon, Tamesis or the Company nor any of their respective affiliates
and neither Oberon, nor Tamesis nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement;
4. the content of this Announcement and these terms and conditions are
exclusively the responsibility of the Company and it agrees that neither
Oberon nor Tamesis nor any of their affiliates nor any person acting on behalf
of any of them will be responsible for or shall have liability for any
information, representation or statements contained therein or any information
previously published by or on behalf of the Company, and neither Oberon not
Tamesis nor the Company, nor any of their respective affiliates or any person
acting on behalf of any such person will be responsible or liable for a
Placee's decision to accept its placing participation;
5. (i) it has not relied on, and will not rely on, any information
relating to the Company contained or which may be contained in any research
report or investor presentation prepared or which may be prepared by Oberon,
Tamesis or any of their affiliates; (ii) none of Oberon, Tamesis, their
affiliates or any person acting on behalf of any of such persons has or shall
have any responsibility or liability for public information relating to the
Company; (iii) none of Oberon, Tamesis, their affiliates or any person acting
on behalf of any of such persons has or shall have any responsibility or
liability for any additional information that has otherwise been made
available to it, whether at the date of publication of such information, the
date of these terms and conditions or otherwise; and that (iv) none of Oberon,
Tamesis, their affiliates or any person acting on behalf of any of such
persons makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of any such information referred to in (i) to
(iii) above, whether at the date of publication of such information, the date
of this Announcement or otherwise;
6. it has made its own assessment of the Company and has relied on its
own investigation of the business, financial or other position of the Company
in deciding to participate in the Placing, and has satisfied itself concerning
the relevant tax, legal, currency and other economic considerations relevant
to its decision to participate in the Placing;
7. it is acting as principal only in respect of the Placing or, if it is
acting for any other person (i) it is duly authorised to do so and has full
power to make the acknowledgments, representations and agreements herein on
behalf of each such person, (ii) it is and will remain liable to the Company,
Oberon and Tamesis for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person), (iii) if it is in the United Kingdom, it is a person (a) who has
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or who falls within Article 49(2) of the Order, and (b) is a qualified
investor" within the meaning of Article 2(e) of the UK Prospectus Regulation,
(iv) if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of Oberon
or Tamesis has been given to the offer or resale; or where Placing Shares have
been acquired by it on behalf of persons in the United Kingdom other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons; (v) if
it is a person in a member state of the EEA (each, a "Relevant Member State")
who acquires any Placing Shares pursuant to the Placing, it is a Qualified
Investor within the meaning of Article 2(e) of the EU Prospectus Regulation;
(vi) if it is a person in the EEA who is a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
any Relevant Member State other than Qualified Investors or in circumstances
in which the prior consent of Oberon or Tamesis has been given to the offer or
resale; or where Placing Shares have been acquired by it on behalf of persons
in any Relevant Member State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
8. if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to the information being made generally available;
9. 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, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof (the "Regulations") and the Money Laundering Sourcebook of
the FCA and, if it is making payment on behalf of a third party, it has
obtained and recorded satisfactory evidence to verify the identity of the
third party as may be required by the Regulations. In order to ensure
compliance with the Regulations, Oberon, Tamesis or the Company's registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to Oberon, Tamesis or the Company's registrars (as
applicable) of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Oberon's or Tamesis' (as applicable)
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Oberon's, Tamesis' or the
Company's registrars, as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify Oberon or Tamesis
(for itself and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, Oberon, Tamesis or the
Company(as applicable) may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;
10. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
11. it is not acting in concert (within the meaning given in the City Code
on Takeovers and Mergers) with any other Placee or any other person in
relation to the Company;
12. it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving the United Kingdom;
13. it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and authorities
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in these terms and
conditions);
14. unless otherwise agreed by the Company (after agreement with Oberon and
Tamesis), it is not, and at the time the Placing Shares are subscribed for and
purchased will not be, subscribing for and on behalf of a resident of the
United States, Canada, Australia, Japan, the Republic of South Africa or any
other territory in which the Placing Shares may not be offered, sold,
transferred, delivered or distributed (each an "Excluded Territory") and
further acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Excluded Territory and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions;
15. it does not expect Oberon or Tamesis to have any duties or
responsibilities towards it for providing protections afforded to clients
under the rules of the FCA Handbook (the "Rules") or advising it with regard
to the Placing Shares and that it is not, and will not be, a client of Oberon
as defined by the Rules. Likewise, any payment by it will not be treated as
client money governed by the Rules;
16. any exercise by Oberon or Tamesis of any right to terminate the Placing
Agreement or of other rights or discretions under the Placing Agreement or the
Placing shall be within Oberon's or Tamesis' absolute discretion and Oberon
and Tamesis shall not have any liability to it whatsoever in relation to any
decision to exercise or not to exercise any such right or the timing thereof;
17. neither it, nor the person specified by it for registration as a holder
of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the
Placing Shares will not be allotted to, a person/person(s) whose business
either is or includes issuing depository receipts or the provision of
clearance services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a clearance
system;
18. the person who it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be, and
acknowledges that Oberon, Tamesis and the Company will not be responsible for
any liability to pay stamp duty or stamp duty reserve tax (together with
interest and penalties) resulting from a failure to observe this requirement;
and each Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares will be
allotted to a CREST stock account of Oberon or Tamesis who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account to acquire Placing Shares
for that managed account;
20. if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;
21. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA;
22. it has not offered or sold and will not offer or sell any Placing Shares
to persons in any member state of the EEA prior to Admission except to persons
whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
23. participation in the Placing is on the basis that, for the purposes of
the Placing, it is not and will not be a client of Oberon or Tamesis and that
Oberon or Tamesis does not have any duties or responsibilities to it for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or the contents
of these terms and conditions;
24. to provide Oberon, Tamesis or the Company (as relevant) with such
relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant
regulators in relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions;
25. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on its behalf and on behalf of any Placee on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by Oberon or Tamesis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
26. to fully and effectively indemnify and hold harmless the Company,
Oberon, Tamesis and each of their respective affiliates, subsidiaries,
branches, associates and holding companies, and in each case their respective
directors, employees, officers and agents from and against any and all losses,
claims, damages and liabilities (i) arising from any breach by such Placee of
any of the provisions of these terms and conditions and (ii) incurred by
Oberon, Tamesis and/or the Company arising from the performance of the
Placee's obligations as set out in these terms and conditions;
27. to indemnify on an after-tax basis and hold the Company, Oberon, Tamesis
and any of their affiliates and any person acting on their behalf harmless
from any and all losses, claims, damages, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgments, agreements and undertakings
in these terms and conditions and further agrees that the provisions of these
terms and conditions shall survive after completion of the Issue;
28. in making any decision to subscribe for the Placing Shares, (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
(v) will not look to Oberon, Tamesis or any of their respective affiliates or
any person acting on their behalf for all or part of any such loss or losses
it or they may suffer;
29. its commitment to acquire Placing Shares will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing, and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Oberon's or
Tamesis' conduct of the Placing;
30. the existing ordinary shares are admitted to trading on AIM and that the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
31. time is of the essence as regards its obligations under this
Announcement;
32. any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to Oberon or Tamesis;
33. Oberon and Tamesis do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
34. it irrevocably appoints any duly authorised officer of Oberon or Tamesis
as its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Announcement;
35. it has complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA, MAR and the Criminal Justice Act
1993 in respect of anything done in, from or otherwise involving, the United
Kingdom); and
36. if it has received any 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and
its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
c) disclosed such information to any person, prior to the information
being made publicly available.
Oberon, Tamesis and the Company and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgments and undertakings which are irrevocable. Please
also note that the agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of stamp duty and
stamp duty reserve tax in the UK relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. Such agreement assumes that such
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer such Placing Shares into a clearance
service. If there were any such arrangements, or the settlement related to
other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may
be payable, for which none of the Company nor Oberon nor Tamesis would be
responsible and Placees shall indemnify the Company and Oberon on an after-tax
basis for any stamp duty or stamp duty reserve tax paid by them in respect of
any such arrangements or dealings. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold each of Oberon, Tamesis and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that Placee or its
agent. If this is the case, it would be sensible for Placees to take their own
advice and they should notify Oberon or Tamesis accordingly. In addition,
Placees should note that they will be liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares;
Miscellaneous
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United States or
an Excluded Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents believe that
the same may violate applicable legal or regulatory requirements or if it
provides an address for delivery of the share certificates of Placing Shares
in an Excluded Territory or the United States, or any other jurisdiction
outside the United Kingdom in which it would be unlawful to deliver such share
certificates. When a Placee or person acting on behalf of the Placee is
dealing with Oberon or Tamesis, any money held in an account with Oberon or
Tamesis on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from Oberon's or
Tamesis' money in accordance with the client money rules and will be used by
Oberon in the course of their own business; and the Placee will rank only as a
general creditor of Oberon.
Each Placee agrees to be bound by the Company's articles of association (as
amended from time to time) once the Placing Shares which such Placee has
agreed to acquire have been acquired by such Placee.
These provisions may be waived, varied or modified as regards specific Placees
or on a general basis by Oberon or Tamesis.
Times
Unless the context otherwise requires, all references to time are to London
time. All times and dates in these terms and conditions may be subject to
amendment. Oberon or Tamesis will notify Placees and any persons acting on
behalf of the Placees of any changes.
APPENDIX II
DEFINITIONS
The following definitions apply in the appendices, and as the context shall
admit, in the Announcement:
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules or AIM Rules for Companies the AIM Rules for Companies published by the London Stock Exchange
AMG AMG Lithium B.V., an existing shareholder of the Company
AMG Subscription Agreement the subscription agreement between AMG and the Company, dated 17 June 2025
Announcement this announcement, including the appendices and the terms and conditions set
out herein
Bookbuild the bookbuilding process to be conducted by Oberon and Tamesis to arrange
participation by Placees in the Placing
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Company or Zinnwald Zinnwald Lithium plc, a company incorporated in England and Wales with company
number 10829496, having its registered address at c/o Whitley Stimpson Ltd,
29-31 Castle Street, High Wycombe, Bucks, England, HP13 6RU
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
Directors or Board the current directors of the Company as at the date of this Announcement
EEA the European Economic Area
EU Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Euroclear Euroclear UK & International Limited, the operator of CREST
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
Fundraising together, the Placing and the Subscription
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
ISIN International Securities Identification Number
Issue Price 5 pence per Placing Share
Joint Brokers Oberon and Tamesis
London Stock Exchange London Stock Exchange plc
Long Stop Date 8.00 a.m. on 30 June 2025
MAR Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
April 2014 on market abuse as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
modified from time to time by or under domestic law including, but not limited
to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310)
New Ordinary Shares the new Ordinary Shares to be issued by the Company in connection with the
Fundraising and the Retail Offer
Nomad or Allenby the Company's nominated advisor, Allenby Capital Limited, a company
incorporated in England and Wales with company number 06706681, having its
registered office at 5 St. Helen's Place, London, England, EC3A 6AB
Nominated Director Stefan Scherer, a representative of AMG appointed to the Board as a
non-executive Director
Oberon the Company's joint broker in connection with the Placing, Oberon Investments
Limited (trading as Oberon Capital), a company incorporated in England and
Wales with company number 02198303, having its registered office at 1st Floor
12 Hornsby Square, Southfields Business Park, Basildon, Essex, England, SS15
6SD
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Placees any person procured by either of the Joint Brokers (acting as agents for and
on behalf of the Company), on the terms, and subject to, the conditions of the
Placing Agreement, to subscribe for the Placing Shares pursuant to the Placing
Placing the proposed issue and allotment at the Issue Price of Placing Shares, in
accordance with the Placing Agreement and as described in this Announcement
Placing Agreement the placing agreement dated the date of this Announcement between the Company,
Oberon and Tamesis in relation to the Placing
Placing Shares the New Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Placing
Project the Company's wholly owned Zinnwald Lithium Project in Germany
Qualified Investors qualified investors as defined in Article 2(e) of the Prospectus Regulation
Regulation S Regulation S under the US Securities Act
Retail Book Retail Book Limited, a company incorporated in England and Wales with company
number 14087330, having its registered office at 10 Queen Street Place,
London, United Kingdom, EC4R 1AG
RetailBook Platform Retail Book's technology platform to be used to facilitate the Retail Offer
Retail Offer the offer to be made by the Company on the RetailBook Platform to subscribe
for New Ordinary Shares at the Issue Price to new and existing Shareholders
located in the United Kingdom
Securities Act US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares (and each a Shareholder) from time to time
Subscription the subscription by AMG and Mark Tindall for Subscription Shares at the Issue
Price
Subscription Shares the issue of 48,400,000 Subscription Shares in connection with the
Subscription
Tamesis the Company's joint broker in connection with the Placing, Tamesis Partners
LLP, a limited liability partnership incorporated in England and Wales with
registered number OC412104, having its registered office at c/o FW Smith
Riches & Co, 15 Whitehall, London, SW1A 2DD
UK Prospectus Regulation Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018
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