TIDMDELT
RNS Number : 1615Z
Deltic Energy PLC
12 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW
ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (596/2014/EU) as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"). In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this announcement. Upon the publication of this
announcement, such information will no longer constitute inside
information.
12 September 2022
Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural
Resources
Deltic Energy Plc ("Deltic" or the "Company")
Proposed Placing, Subscription and Open Offer to raise a minimum
of GBP15 million
Deltic Energy Plc, the AIM-quoted natural resources investing
company with a high impact exploration and appraisal portfolio
focused on the Southern and Central North Sea, announces its
intention to conduct an equity fundraise (the "Fundraising")
consisting of a placing and subscription targeting minimum gross
proceeds of GBP15 million, and an open offer for up to an
additional GBP2 million, both at a price of 3.5 pence per
share.
Stifel Nicolaus Europe Limited ("Stifel") and Canaccord Genuity
Limited ("Canaccord") are acting as joint bookrunners (the "Joint
Bookrunners") to the Company in connection with the
Fundraising.
The placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement and will be made available
to eligible institutional investors on the terms and conditions set
out in the Appendix to this announcement. The Bookbuild is expected
to close no later than 8.00 a.m. on 13 September 2022. However, the
Joint Bookrunners and the Company reserve the right to close the
Bookbuild earlier or later, without further notice.
Capitalised terms not otherwise defined in the text of this
announcement have the meaning given to them in the section headed
"Definitions" below.
Background to the Fundraising
-- Deltic has a high impact, low risk, infrastructure led
exploration and appraisal portfolio in the Southern and Central
North Sea, with a significant weighting towards natural gas, and a
proven ability to attract world class partners such as Shell and
Capricorn.
-- The Company has an active forward operational schedule and a
funded pathway to drilling activity with two firm wells operated by
Shell U.K. Limited ("Shell") that will commence drilling from
October 2022, and a portfolio of licences that offer a conveyor
belt of drilling and farm-out opportunities.
-- The Shell-operated Pensacola well (Deltic WI: 30%) in the
Southern North Sea is fully-funded and due to spud in October 2022
using the Maersk Resilient rig. The Company estimates that
Pensacola has a gross P50 prospective resource of 309 BCF with a
geological change of success ("GCoS") of 55% and an unrisked post
tax project net present value ("NPV") of $553 million gross ($166
million net to Deltic), calculated based on a gas price of 80 pence
per therm.
-- The Selene well (Deltic WI: 50%) in the Southern North Sea,
operated by Shell, is expected to spud within the next 12-18 months
following a firm investment decision in July 2022. The Company
estimates that Selene has a gross P50 prospective resource of 318
BCF, with a GCoS of 70% and an unrisked post tax project NPV of
$624 million gross ($312 million net to Deltic), also calculated
using a gas price of 80 pence per therm.
-- The joint venture between Deltic and Capricorn is making good
progress across the five jointly-owned Southern North Sea licences,
including taking delivery of new 3D seismic data across licence
P2428, and is looking to mature well prospects with a view to
making its first well investment decision in 2023.
-- Deltic's technical team has successfully completed the
initial phase of geological work on its Syros prospect (Deltic WI:
100%) in the Central North Sea, and a farm-out process has now
commenced.
-- Preparatory work in anticipation of the UK's 33rd Offshore
Licensing Round (due to be launched in Q4 2022) has commenced, with
Deltic looking to build on its successful track record and further
strengthen and diversify its portfolio through applications on both
a 100% basis and in collaboration with selected partners, with
technical evaluation work well advanced.
-- Deltic is seeking to raise minimum gross proceeds of
GBP15million in order to fund its share of the Selene well,
including contingency mandated by the Company's regulator, the
NSTA, fund further investment in Deltic's existing licence
portfolio, enable further investment in the UK's upcoming 33(rd)
Offshore Licensing Round, and fund transaction costs, working
capital and general corporate costs through to mid-2024.
Overview of the Fundraising
-- The Fundraising includes a proposed placing of new Ordinary
Shares (the "Placing Shares") with new and existing institutional
investors (the "Placing") and a proposed subscription for new
Ordinary Shares (the "Subscription Shares") by certain directors
and senior management of the Company (the "Subscription") to raise
gross proceeds of approximately GBP15 million, at a price of 3.5
pence per new Ordinary Share (the "Placing Price").
-- The Placing is being conducted through the Bookbuild , which
will be launched immediately following this announcement and will
be made available to eligible institutional investors on the terms
and conditions set out in the Appendix to this announcement. The
Bookbuild is expected to close no later than 8.00 a.m. on 13
September 2022. However, the Joint Bookrunners and the Company
reserve the right to close the Bookbuild earlier or later, without
further notice.
-- The Company is further seeking to raise up to GBP2million
through an open offer (the "Open Offer"), subject to successful
completion of the Placing and Subscription, pursuant to which
Ordinary Shares will be offered to existing shareholders at the
Placing Price.
-- Confirmation of the Open Offer details will be announced
alongside the completion of the Placing and Subscription.
-- The Company's largest shareholders, IPGL Limited and related
individuals ("IPGL") and Inthallo Limited ("Inthallo"), have
indicated that they intend to participate in the Fundraising, with
IPGL and related individuals indicating that it intends to invest
up to GBP5 million and Inthallo indicating that it intends to
participate for up to GBP1.5 million.
-- The final number of Placing Shares that will be allocated to
IPGL, its related individuals, and Inthallo is at the absolute
discretion of the Joint Bookrunners and the Company and will be
confirmed following the close of the Bookbuild.
-- Certain directors and members of the Company's senior
management team have also indicated their intention to participate
in the Fundraising by subscribing directly with the Company for new
Ordinary Shares at the Placing Price.
-- The Fundraising will be subject to approval at a General
Meeting, expected on 30 September 2022. Following the close of the
Bookbuild, the Company expects to send, on or about 14 September
2022, a shareholder circular to convene the General Meeting and
containing details of the Open Offer, together with an Open Offer
application form (where applicable).
Graham Swindells, Chief Executive of Deltic Energy,
commented:
"This is a very exciting time for Deltic as we will shortly be
drilling of our Pensacola Gas Prospect and continue to progress,
and add to, our conveyor belt of opportunities, not least our
Selene Gas Prospect, which we look forward to commencing drilling
within the next 12-18 months. Given the tragic events in Ukraine,
the importance of having a secure supply of domestic gas from the
UKCS has never been more evident, and Deltic is focused on becoming
a key contributor to delivering that gas."
For further information please contact the following:
Deltic Energy Plc Tel: +44 (0) 20
7887 2630
Graham Swindells / Andrew Nunn / Sarah
McLeod
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20
& Joint Broker) 3328 5656
David Hart / Alex Brearley (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Tel: +44 (0) 20
Bookrunner and Joint Broker) 7710 7600
Callum Stewart / Simon Mensley / Ashton
Clanfield
Canaccord Genuity Limited (Joint Bookrunner) Tel: +44 (0) 20
7523 8000
Adam James / Gordon Hamilton / Sam Lucas
Vigo Consulting (PR Adviser) Tel: +44 (0) 20
7390 0230
Patrick d'Ancona / Finlay Thomson / Kendall
Hill
Sources and Uses of Proceeds
The Company intends to use the proceeds of the Fundraising as
set out in the table below. Any incremental net proceeds will be
used to accelerate investment in existing licences and upcoming
licence applications.
Source of Funds GBP million
--------------------------------- ------------
Cash as at 30 June 2022 7.6
Gross proceeds from Placing and
Subscription 15.0
--------------------------------- ------------
Total Sources of Funds 22.6
Use GBP million
--------------------------------------- ------------
Pensacola drilling operations 5.7*
Selene well operations including site
survey and long leads 9.3
NSTA mandated contingency on Selene 1.8
Investment in 33rd round applications 1.4
Transaction costs, working capital &
general corporate to mid-2024 4.4
--------------------------------------- ------------
Total Uses of Proceeds to mid-2024 22.6
* GBP1.6 million costs to 30 June 2022 including site survey,
long leads, engineering and operators' expenses
Bookbuild
The Placing will be conducted by the Joint Bookrunners on behalf
of the Company in accordance with the terms and conditions set out
in the Appendix to this announcement (the "Terms and Conditions").
The Bookbuild will open with immediate effect following this
announcement. The number of Placing Shares will be determined by
the Joint Bookrunners and the Company, and will be confirmed orally
or by email following the close of the Bookbuild. The Placing
Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
It is expected that the Bookbuild will close before 8.00 a.m. on
13 September 2022. However, the timing of the closing of the
Bookbuild and allocations are at the absolute discretion of the
Joint Bookrunners and the Company. Details of the results of the
Placing and Subscription will be announced as soon as practicable
after the close of the Bookbuild. The Placing is not being
underwritten.
This announcement should be read in its entirety. Investors'
attention is drawn to the detailed Terms and Conditions of the
Placing. By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors
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 of the Placing contained
here, and to be providing the representations, warranties and
acknowledgements contained in the Terms and Conditions.
Participation by Directors and Existing Substantial Shareholders
and Related Party Transactions
The Company's largest shareholders, IPGL and related individuals
and Inthallo, have indicated their intention to participate in the
Fundraising. The final number of Ordinary Shares that are allocated
to both shareholders is at the absolute discretion of the Joint
Bookrunners and the Company and will be confirmed following the
closure of the Bookbuild.
To the extent that IPGL, its related individuals, and Inthallo
participate in the Fundraising, by virtue of their respective
holdings of more than ten per cent of the existing Ordinary Shares,
their participation in the Fundraising will be considered a related
party transaction under Rule 13 of the AIM Rules for Companies
("AIM Rules") and the details will be announced separately in due
course.
Certain of the Directors and members of the Company's senior
management team have indicated their intention to participate in
the Fundraising for up to approximately GBP80,000 in aggregate. The
participation of such Directors in the Fundraising will also be
considered a related party transaction under Rule 13 of the AIM
Rules.
Open Offer
The Company is further proposing to raise up to approximately
GBP2 million by the issue of Open Offer Shares at the Placing
Price, payable in full on acceptance. Any entitlements to Open
Offer Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility. The balance of any Open Offer Shares not subscribed for
under the Excess Application Facility will not be available to the
Placees under the Placing.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Open Offer application form is not a document of
title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer pro rata to their holdings of Ordinary Shares on the
Record Date on the basis of:
1 Open Offer Share for every 24 Existing Ordinary Shares
held
Subject to availability, the Excess Application Facility enables
Qualifying Shareholders to apply for excess Open Offer Shares up to
the maximum number of Open Offer Shares available less their Open
Offer Entitlement, subject to availability.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application for excess Open Offer Shares under the Excess
Application Facility will be satisfied, as this will depend, in
part, on the extent to which other Qualifying Shareholders apply
for less than or more than their own Open Offer Entitlements. The
Open Offer is conditional on admission of the Open Offer Shares to
trading on AIM becoming effective and the Placing and Subscription
having become unconditional.
General Meeting
In accordance with the Company's articles of association,
shareholder approval is required for the Directors to issue the
Placing Shares, Subscription Shares and Open Offer Shares. A
general meeting is expected to be held at the offices of K&L
Gates LLP, One New Change, London EC4M 9AF for the purpose of
passing certain resolutions ("Resolutions"), including to authorise
the proposed Fundraising (the "General Meeting"). It is currently
anticipated that the General Meeting will be held on or around 30
September 2022. A circular (the "Circular"), containing a notice
convening the General Meeting, is expected to be dispatched to
shareholders of the Company ("Shareholders") on or about 14
September 2022, outlining terms of the Fundraising, the Resolutions
and recommending all Shareholders to vote in favour of all the
Resolutions. Thereafter, the Circular will be available on the
Company's website at https://www.delticenergy.com .
The Fundraising is conditional, inter alia, on the Resolutions
being passed by the Shareholders at the General Meeting (or an
adjournment thereof) and the Placing Agreement otherwise becoming
unconditional in all respects (save for Admission) and not having
been terminated in accordance with the terms prior to
Admission.
Application will be made to London Stock Exchange plc ("London
Stock Exchange") for the Placing Shares, Subscription Shares and
Open Offer Shares to be admitted to trading on the AIM market of
the London Stock Exchange ("AIM"). It is currently expected that
Admission will become effective, and that dealings in the Placing
Shares, Subscription Shares and Open Offer Shares will commence on
AIM, at 8.00 a.m. on 3 October 2022.
Expected Timetable of Principal Events
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with the Joint
Bookrunners. The timetable below also assumes that the relevant
Resolutions are passed at the General Meeting without adjournment.
In the event of any significant changes from the below expected
timetable, details of the new times and dates will be notified to
Shareholders by an announcement on a Regulatory Information
Service.
2022
Record Date for entitlement under the Open 5.00 p.m. on 9 September
Offer
Announcement of the Placing, Subscription 12 September
and Open Offer 8.00 a.m. on 13 September
Ex-Entitlement Date 14 September
Posting of the circular, the Form of Proxy
and, to Qualifying non-CREST shareholders
only, the Application Forms
Open Offer Entitlements and Excess CREST 8.00 a.m. on 15 September
Open Offer Entitlements credited to stock
accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting 4.30 p.m. on 23 September
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 26 September
and Excess CREST Open Offer Entitlements
into CREST
Latest time and date for splitting Application 3.00 p.m. on 27 September
Forms (to satisfy bona fide market claims)
Latest time and date for receipt of Forms 11.00 a.m. on 28
of Proxy from Shareholders September
Latest time and date for receipt of completed 11.00 a.m. on 29
Application Forms and payment in full from September
Qualifying Shareholders under the Open Offer
or settlement of relevant CREST instruction
(as appropriate)
Expected time and date of announcement of 7.00 a.m. on 30 September
results of the Open Offer
General Meeting 11.00 a.m. on 30
September
Expected time of announcement of results Afternoon of 30 September
of the General Meeting
Admission effective and dealings in the 8.00 a.m. on 3 October
New Ordinary Shares expected to commence
on AIM
Expected date for crediting of the New Ordinary 8.00 a.m. on 3 October
Shares in uncertificated form to CREST stock
accounts
Expected date of dispatch of share certificates by 17 October
in respect of the New Ordinary Shares
----------------------------------------------------- ---------------------------
IMPORTANT INFORMATION
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Stifel
or Canaccord or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The distribution or transmission of this announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
The Placing Shares will not be offered or sold in Hong Kong, by
means of any document, other than (a) to "professional investors"
as de ned 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 constitute an offer to the public within
the meaning of that Ordinance.
No advertisement, invitation or document relating to the Placing
Shares or the Placing has been or will be issued, or has been or
will be in the possession of any person for the purpose of the
issue, in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the public
of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong). No person allotted Placing Shares may sell, or
offer to sell, such securities in circumstances that amount to an
offer to the public in Hong Kong within six months following the
date of issue of such securities. The contents of this document
have not been reviewed by any Hong Kong regulatory authority. You
are advised to exercise caution in relation to the Placing Shares
and the Placing. If you are in doubt about any contents of this
document, you should obtain independent professional advice.
GENERAL
Stifel, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner to the Company in
connection with the Placing. Stifel will not be responsible to any
person other than the Company for providing the protections
afforded to clients of Stifel or for providing advice to any other
person in connection with the Placing. Stifel has not authorised
the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Stifel for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information.
Canaccord, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner to the Company in
connection with the Placing. Canaccord will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Canaccord or for providing advice to any
other person in connection with the Placing. Canaccord has not
authorised the contents of, or any part of, this announcement, and
no liability whatsoever is accepted by Canaccord for the accuracy
of any information or opinions contained in this announcement or
for the omission of any material information.
Allenby Capital Limited ("Allenby"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as Nominated
Adviser to the Company in connection with the Placing. Allenby will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby or for
providing advice to any other person in connection with the
Placing. Allenby has not authorised the contents of, or any part
of, this announcement, and no liability whatsoever is accepted by
Allenby for the accuracy of any information or opinions contained
in this announcement or for the omission of any material
information.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
DEFINITIONS
Admission The admission of the New Shares to trading
on AIM
BCF Billion Cubic Feet
CREST The relevant system for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & International in accordance
with the Uncertificated Securities Regulations
2001, as amended
Excess Application Facility The arrangement pursuant to which Qualifying
Shareholders may apply for Open Offer
Shares in excess of their Open Offer
Entitlements
Form of Proxy The form of proxy to be dispatched to
shareholders for use at the General
Meeting
New Shares The new Ordinary Shares to be issued
pursuant to the Placing, the Subscription
and the Open Offer
NSTA North Sea Transition Authority
Open Offer The conditional invitation proposed
to be made by the Company to Qualifying
Shareholders to subscribe for the Open
Offer Shares
Open Offer Shares The 58,581,868 new Ordinary Shares for
which Qualifying Shareholders are being
invited to apply under the terms of
the Open Offer
Open Offer Entitlement An entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer
Shares in addition to its Open Offer
Entitlement pursuant to the Excess Application
Facility which is conditional on it
taking up its Open Offer Entitlement
in full and which may be subject to
scaling back in accordance with the
provisions of the Circular
Ordinary Shares Ordinary shares of 0.5 pence each in
the capital of the Company
Overseas Shareholder a holder of existing Ordinary Shares
who is resident, or who is a citizen
of, or who has a registered address
in a jurisdiction outside the United
Kingdom
Placees The institutional investors participating
in the proposed Placing
Placing Agreement The placing and open offer agreement
dated 12 September 2022 between the
Company, Stifel and Canaccord
Prospective Resources Estimated volumes associated with undiscovered
accumulations. These represent quantities
of petroleum which are estimated, as
of a given date, to be potentially recoverable
from oil and gas deposits identified
on the basis of indirect evidence but
which have not yet been drilled
P50 Resource Reflects a volume estimate that, assuming
the accumulation is developed, there
is a 50 per cent. probability that the
quantities actually recovered will equal
or exceed the estimate. This is therefore
a median or best case estimate of resource
Regulatory Information
Service
Qualifying Shareholders Holders of existing Ordinary Shares
on the register of members of the Company
at the Record Date (but excluding any
Overseas Shareholders who are resident
in, or who are citizens of, or who have
a registered address in a Restricted
Jurisdiction) ((as further described
in the Circular))
Record Date 5.00 p.m. BST on 9 September 2022
Restricted Jurisdiction each and any of the United States of
America, Australia, Canada, Japan, New
Zealand, Russia and the Republic of
South Africa and any other jurisdiction
where the extension or availability
of the Open Offer would breach any applicable
law or regulations
UKCS UK Continental Shelf
United States or US United States of America
WI Working interest; a percentage of ownership
in an oil and gas licence
Qualified Person
Andrew Nunn, a Chartered Geologist and Chief Operating Officer
of Deltic, is a "Qualified Person" in accordance with the Guidance
Note for Mining, Oil and Gas Companies, June 2009 as updated 21
July 2019, of the London Stock Exchange. Andrew has reviewed and
approved the information contained within this announcement.
APPIX - 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. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING
DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION");
OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF
THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK
PROSPECTUS REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED ("THE ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2) (A) TO
(D) OF THE ORDER; AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY STIFEL NICOLAUS EUROPE LIMITED
("STIFEL") AND/OR CANACCORD GENUITY LIMITED ("CANACCORD"), (EACH A
"JOINT BOOKRUNNER", TOGETHER THE "JOINT BOOKRUNNERS") (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO
HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD
IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC
OFFERING OF THE SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in the section above headed
"Definitions".
If a person indicates to a Joint Bookrunner 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 and dispose of
any of the Placing Shares that are allocated to it for the purposes
of its business only. Further, each such Placee represents,
warrants and agrees that: (a) if it is a financial intermediary, as
that term is used in Article 5(1) of the UK Prospectus Regulation,
that the Placing Shares acquired by and/or subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired 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 UK or in a member state of the EEA which
has implemented the EU Prospectus Regulation, or in circumstances
in which the prior consent of the relevant Joint Bookrunner has
been given to each such proposed offer or resale; and (b) if 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 US Securities Act of 1933, as amended (the "Securities
Act"). These terms and conditions do not constitute an offer to
sell or issue or the invitation or solicitation of an offer to buy
or acquire Placing Shares. Potential investors in the United States
will need to be Qualified Institutional Buyers.
Subject to certain exceptions, these terms and conditions and
the information contained herein are not for release, publication
or distribution, directly or indirectly, in whole or in part, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such
release, publication or distribution would be unlawful ("Excluded
Territory").
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 the Joint
Bookrunners 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 the
Joint Bookrunners 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 Financial Conduct Authority ("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 the Joint Bookrunners or the Company and none of the
Joint Bookrunners, 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 the Joint
Bookrunners 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 the Joint Bookrunners or any of their
respective 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 under the EU Prospectus Regulation and/or the UK
Prospectus Regulation 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.
UK Product Governance Requirements
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 Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in UK Product Governance
Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Stifel and
Canaccord are only procuring investors in the United Kingdom which
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "EU
Product Governance Requirements "), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. In all circumstances the
Joint Bookrunners will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels
Proposed Placing of Ordinary Shares
The Joint Bookrunners have entered into the Placing Agreement
with the Company pursuant to which, on the terms and subject to the
conditions set out in such Placing Agreement, the Joint Bookrunners
as agents for and on behalf of the Company, have agreed to use
their reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
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.
The Placing Shares will, when issued and fully paid, 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 their admission to trading on AIM.
Application will be made to the London Stock Exchange for the
Placing Shares to be issued under the Placing to be admitted to
trading on AIM.
Subject to the conditions below being satisfied, it is expected
that Admission of the Placing Shares will become effective on or
around 3 October 2022. It is expected that dealings for normal
settlement in the Placing Shares will commence at 8.00 a.m. on the
same day.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting an
accelerated bookbuild (the "Bookbuild") to determine demand for
participation in the Placing. The Joint Bookrunners will seek to
procure Placees as agents 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) 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.
(b) The Joint Bookrunners are arranging the Placing as agents of the Company.
(c) 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 either Joint Bookrunner. The Joint
Bookrunners and their affiliates are entitled to offer to subscribe
for Placing Shares as principals in the Bookbuild.
(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 Placing Price which is ultimately
established by the Company and the Joint Bookrunners or at a price
up to a price limit specified in its bid. The Placing Price will be
jointly agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild and will be payable by the
Placees in respect of the Placing Shares allocated to them.
(e) The Bookbuild is expected to close no later than 8.00 a.m.
on 13 September 2022 but may close earlier or later, at the
discretion of the Joint Bookrunners and the Company. The timing of
the closing of the books and allocations will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild (the "Allocation Policy"). The Joint Bookrunners may, in
agreement with the Company, accept offers to subscribe for Placing
Shares that are received after the Bookbuild has closed. 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.
(f) Subject to paragraph (e) above, the Joint Bookrunners
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.
(g) If successful, each Placee's allocation will be confirmed to
it by the relevant Joint Bookrunner following the close of the
Bookbuild. Oral or written confirmation (at the relevant Joint
Bookrunner's discretion) from the relevant Joint Bookrunner to such
Placee confirming its allocation will constitute a legally binding
commitment upon such Placee, in favour of the relevant Joint
Bookrunner 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 the relevant Joint
Bookrunner (or as the relevant Joint Bookrunner may direct) as
agent for the Company in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares which
such Placee has agreed to acquire.
(h) The Company will make a further announcement following the
close of the Bookbuild detailing the Placing Price and 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.
(i) Subject to paragraphs (g) and (h) above, the Joint
Bookrunners reserve the right not to accept bids or to accept bids,
either in whole or in part, on the basis of allocations determined
at their discretion and may scale down any bids as they may
determine, subject to agreement with the Company. The acceptance of
bids shall be at the relevant Joint Bookrunner's absolute
discretion, subject to agreement with the Company.
(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 the Joint Bookrunners under the Placing
Agreement in respect of the placing of the Placing Shares are
conditional on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the passing at the General Meeting of the resolution to
authorise the issue of the New Shares, without amendment; and
(c) Admission having occurred at 8.00 a.m. 3 October 2022 or
such later date as the Company and the Joint Bookrunners may agree,
but in any event not later than 8.00 a.m. on 17 October 2022.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Joint Bookrunners 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, all monies
received from a Placee pursuant to the Placing shall be returned to
such Placee without interest, at the risk of the relevant Placee
and each Placee agrees that no claim can be made by the Placee in
respect thereof.
The Joint Bookrunners, 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.
None of the Joint Bookrunners 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 the
Joint Bookrunners.
Termination of the Placing Agreement
Either of the Joint Bookrunners is 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 fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of either Joint Bookrunner that any
statement contained in this Announcement was untrue, incorrect or
misleading at the date of this Announcement or has become untrue,
incorrect or misleading in each case in any respect which either
Joint Bookrunner considers to be material in the context of the
Placing or that any matter which either Joint Bookrunner considers
to be material in the context of the Placing has arisen which
would, if the Placing were made at that time, constitute a material
omission therefrom; or
(c) any of the warranties given by the Company in the Placing
Agreement was not true as at the date of the Placing Agreement or
has ceased to be true and accurate by reference to the facts
subsisting at the time when notice to terminate is given, in each
case, in any respect which either Joint Bookrunner considers to be
material in the context of the Placing; or
(d) in the opinion of either Joint Bookrunner, acting in good
faith, there shall have occurred any material adverse change;
or
(e) there happens, develops or comes into effect: (i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or (ii) the outbreak or escalation of hostilities,
war or acts of terrorism, declaration of emergency or martial law
or other calamity or crisis or event including a material
escalation of the conflict in Ukraine or response to the Covid-19
pandemic; or (iii) any other occurrence of any kind which in any
such case (by itself or together with any other such occurrence) in
the reasonable opinion of either Joint Bookrunner is likely to
materially and adversely affect the market's position or prospects
of the Company taken as a whole; or (iv) any other crisis of
international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment which, in any such
case, in the reasonable opinion of either Joint Bookrunner is
materially adverse.
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, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee 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.
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 13 September 2022 (or such other time and/or date as the
Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect
of the Placing at the Placing Price must be made by no later than 3
October 2022 (or such other date as shall be notified to each
Placee by the relevant Joint Bookrunner) on the expected closing
date of the Placing. The relevant Joint Bookrunner or the Company
will notify Placees if any of the dates in these terms and
conditions should change.
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. The Joint Bookrunners 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
standing CREST or certificated settlement instructions which they
have in place with a respective Joint Bookrunner.
Settlement for the Placing will be on a T+13 and delivery versus
payment basis and settlement is expected to take place on or around
3 October 2022. 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 the prevailing Sterling
Overnight Index Average. Each Placee is deemed to agree that if it
does not comply with these obligations, the relevant Joint
Bookrunner 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 the relevant Joint Bookrunner all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the relevant
Joint Bookrunner lawfully takes 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 the Joint Bookrunners and the Company, the following:
1. to subscribe at the Placing Price for those Placing Shares
allocated to it by the Joint Bookrunners;
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 the Joint Bookrunners or the
Company nor any of their respective affiliates and neither the
Joint Bookrunners 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 agrees that neither the Joint Bookrunners 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 the Joint Bookrunners 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 the Joint Bookrunners or any of its
affiliates; (ii) none of the Joint Bookrunners, 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 the Joint Bookrunners, 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 the Joint Bookrunners, 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 and the
Joint Bookrunners 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" as defined in Article 2(e) of the UK Prospectus
Regulation; (iv) if it is in a member state of the EEA, it is a
"qualified investor" within the meaning of Article 2(e) of the EU
Prospectus Regulation; and (v) if it is a financial intermediary,
as that term is used in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares subscribed by it in the Placing are
not being acquired on a nondiscretionary basis for, or on behalf
of, nor will they be acquired with a view to their offer or resale
to persons in the UK or in a member state of the EEA in
circumstances which may give rise to an offer of shares to the
public, other than their offer or resale to qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation
or within the meaning of Article 2(e) of the EU Prospectus
Regulation in a member state of the EEA which has implemented the
EU Prospectus Regulation;
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, 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;
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 the Financial Services and Markets Act 2000 ("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 FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United
Kingdom;
13. unless otherwise agreed by the Company (after agreement with
the Joint Bookrunners), 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 Canada, Australia, Japan, the
Republic of South Africa or any other 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;
14. if it is in Hong Kong, it is a "professional investor" (as
defined in the Securities and Futures Ordinance (Cap.571) of the
laws of Hong Kong and any rules made under that ordinance);
15. it does not expect the Joint Bookrunners 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 either of the Joint Bookrunners 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 the Joint Bookrunners of any right to
terminate the Placing Agreement or of other rights or discretions
under the Placing Agreement or the Placing shall be within the
Joint Bookrunners' absolute discretion and the Joint Bookrunners
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. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the relevant Joint
Bookrunner for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times
and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as the
relevant Joint Bookrunner may, in its absolute discretion determine
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
18. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
any Excluded Territory (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19. 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;
20. 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 the Joint Bookrunners 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 the relevant Joint
Bookrunner who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it;
21. 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;
22. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with
applicable laws and regulations;
23. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions; (ii)
has fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and the Joint Bookrunners for
the performance of all its obligations as a Placee of the Placing
(whether or not it is acting on behalf of another person);
24. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the MAR and the
Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
25. in order to ensure compliance with the Money Laundering
Regulations 2017, the Joint Bookrunners (for their own purposes and
as agent on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity.
Pending the provision to the relevant Joint Bookrunner or the
Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at the relevant Joint Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the relevant Joint
Bookrunner's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identity the relevant Joint Bookrunner (for its
own purpose and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, the
relevant Joint Bookrunner and/or the Company may, at their absolute
discretion, terminate their 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;
26. 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;
27. 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 EU Prospectus Regulation;
28. 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
either of the Joint Bookrunners and that the Joint Bookrunners do
not have any duties or responsibilities to it for providing the
protections afforded to their 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;
29. to provide the Joint Bookrunners 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;
30. to the extent that it is a legal or beneficial holder of
Ordinary Shares, that it will submit, or procure the submission by
its nominee of, either: (i) a validly signed Form of Proxy; or (ii)
CREST voting instructions, voting in favour of the Resolutions, in
either case not later than 72 hours prior to the General
Meeting;
31. 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 the Joint Bookrunners 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;
32. to fully and effectively indemnify and hold harmless the
Company, the Joint Bookrunners and each of their respective
affiliates (as defined in Rule 501(b) under the Securities Act) and
each person, if any, who controls either Joint Bookrunner within
the meaning of Section 15 of the Securities Act or Section 20 of
the US Exchange Act of 1934, as amended, and any such person's
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 either Joint Bookrunner and/or the Company
arising from the performance of the Placee's obligations as set out
in these terms and conditions and further agrees that the
provisions of these terms and conditions shall survive after
completion of the Placing;
33. 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 Company 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 the Joint Bookrunners 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;
34. 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 the Joint Bookrunners' conduct of
the Placing; and
35. the Joint Bookrunners 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 the Joint Bookrunners
would be responsible and Placees shall indemnify the Company and
the Joint Bookrunners 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 the Joint
Bookrunners 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 the relevant Joint Bookrunner
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.
Selling Restrictions
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 the Joint Bookrunners and the Company, the following:
1. it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing
Shares;
2. it has fully observed and will fully observe the applicable
laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite
governmental or other consents and it has fully observed and will
fully observe any other requisite formalities and pay any issue,
transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person: (i) 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 (ii) is a "qualified investor" as defined in Article
2(e) of the UK Prospectus Regulation;
4. if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
5. it is a person whose ordinary activities involve it (as
principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that
it will (as principal or agent) acquire, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
6. if it is in South Africa, it is a person falling within a
category of person listed in section 96 of the South African
Companies Act, 2008 as not being a member of the public;
7. if it is in Australia, it is a person who falls within an
exemption from disclosure to investors in Australia under the
Australian Corporations Act 2001 (Cth) (the "Corporations Act"),
including a "sophisticated investor" within the meaning of Section
708(8) of the Corporations Act or a "professional investor" within
the meaning of Section 708(11) of the Corporations Act or a
"wholesale client" within the meaning of Section 761(G) of the
Corporations Act; and
8. it (on its behalf and on behalf of any Placee on whose behalf
it is acting) has: (a) fully observed the laws of all relevant
jurisdictions which apply to it; (b) obtained all governmental and
other consents which may be required; (c) fully observed any other
requisite formalities; (d) paid or will pay any issue, transfer or
other taxes; (e) not taken any action which will or may result in
the Company or the Joint Bookrunners (or any of them) being in
breach of a legal or regulatory requirement of any territory in
connection with the Placing; (f) obtained all other necessary
consents and authorities required to enable it to give its
commitment to subscribe for the relevant Placing Shares; and (g)
the power and capacity to, and will, perform its obligations under
the terms contained in these terms and conditions.
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 any other 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 the United States, any other
Excluded Territory, 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 a Joint Bookrunner, any money held in an account with
the relevant Joint Bookrunner 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 the
relevant Joint Bookrunner's money in accordance with the client
money rules and will be used by the relevant Joint Bookrunner in
the course of their own business; and the Placee will rank only as
a general creditor of the relevant Joint Bookrunner.
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. The Joint Bookrunners will
notify Placees and any persons acting on behalf of the Placees of
any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBKBBBPBKDCCD
(END) Dow Jones Newswires
September 12, 2022 11:40 ET (15:40 GMT)
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