TIDMSGZ
RNS Number : 4995P
Scotgold Resources Ltd
09 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Scotgold Resources Limited or other evaluation of any
securities of Scotgold Resources Limited or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
Scotgold Resources Limited
("Scotgold" or the "Company")
Proposed Capital Raising to raise a minimum amount of US$2.0
million
Scotgold Resources Limited ("Scotgold" or the "Company") (AIM:
SGZ), the gold exploration and production company focused on
Scotland, intends to undertake a proposed Capital Raising of, in
aggregate, a minimum amount of approximately US$2.0 million (gross)
by way of a placing (the "Placing") of new Ordinary Shares (the
"Placing Shares") and approximately US$669,000 (gross) by way of a
proposed subscription by certain of the directors of the Company
(the "Subscription" or the "Subscriptions") for new Ordinary Shares
(the "Subscription Shares"), in each case at a price of 40 p (the
"Issue Price") per share.
Scotgold also intends to carry out a separate offer (the "Retail
Offer") of up to 1,250,000 new Ordinary Shares at the Issue Price
on the Bookbuild Platform (the "Retail Shares" and, together with
the Placing Shares and the Subscription Shares, the "Capital
Raising Shares")) to raise up to a further GBP500,000
(approximately US$609,000) (before expenses) to provide existing
retail shareholders in the United Kingdom with an opportunity to
participate in Scotgold's capital raising plans. A separate
announcement will be made in due course regarding the Retail Offer
and its terms. For the avoidance of doubt, the Retail Offer is not
part of the Placing.
It is expected that the Placing, the Subscription and the Retail
Offer (together the "Capital Raising") will result in the Company
raising total gross proceeds of at least US$2.0 million.
The net proceeds of the Capital Raising will primarily be used
to support delivery of the Company's 2023 mine plan and the move to
long hole stoping at its Cononish Gold Mine in Scotland
('Cononish'), to support resource expansion at Cononish and to
support Scotgold's regional exploratory drill programme, where the
Company holds 2,900km2 of licences in Scotland.
Whilst the Retail Offer is conditional on completion the Placing
and the Subscription, the Placing and the Subscription are not
conditional on completion of the Retail Offer.
The Placing will be effected by way of an accelerated bookbuild
(the "Bookbuild"). The Bookbuild will open with immediate effect
following release of this Announcement. A further announcement
confirming the closing of the Bookbuild and the number of new
Ordinary Shares to be issued pursuant to the Placing is expected to
be made in due course. In the event of excess demand, the Company
reserves the right to increase the size of the Capital Raising in
its sole discretion.
In aggregate, seven Directors intend to subscribe for 1,372,500
new Ordinary Shares representing up to approximately US$669,000 at
the Issue Price pursuant to Subscription Agreements.
The participation of the Subscribing Directors in the
Subscription constitutes a related party transaction pursuant to
AIM Rule 13 (the "Subscription Related Party Transaction"). The
independent Director considers, having consulted with Shore Capital
and Corporate Limited ("Shore Capital"), the Company's nominated
adviser, that the terms of the Subscription Related Party
Transaction are fair and reasonable insofar as Shareholders are
concerned.
Further details of the Subscriptions will be set out in the
announcement to be made following closure of the Bookbuild.
Further to the Capital Raising, Bridge Barn Limited, a company
owned and controlled by Mr Nathaniel le Roux and provider of debt
funding to the Company, has agreed the option to defer a total of
GBP2.5 million capital repayments due by the Company in calendar
year 2023 by up to 9 months from the due date. The loan agreement
with Bridge Barn Limited has the option to be amended as
follows:
-- At Scotgold's option, repayment of each of these principal
tranches may be deferred by up to 9 months from the due date.
-- In the event of deferral, an interest rate of 13%
(non-compounding) shall apply for the deferral period. The current
interest rate is 9%.
The potential deferral of capital repayments would be used to
further exploration work - Resource Definition drilling in Cononish
and exploration work on the wider Grampians area.
The deferral of capital repayments constitutes a related party
transaction pursuant to AIM Rule 13 (the "Loan Related Party
Transaction"). The independent Directors consider, having consulted
with Shore Capital, the Company's nominated adviser, that the terms
of the Loan Related Party Transaction are fair and reasonable
insofar as Shareholders are concerned.
Phil Day, CEO of Scotgold, said:
"The additional funds raised through the Capital Raising will
enable the Company to progress its 2023 mine plan and deliver full
phase production of c.2,000 ounces of gold per month, with a target
AISC of GBP610 per ounce in Q4 2023 with the mine running an
average grade through the processing plant of c.12g/t Au year, to
increase cash generation.
"In addition to realising full phase production at Cononish, we
believe there is significant potential to increase the resource and
reserves at Cononish and in turn the life of mine. It is our
intention to utilise VLF Magnetic results received late 2022 and
commence a drilling programme to firstly increase knowledge of the
extension of the Cononish vein at depth through underground
drilling, secondly explore the extension of the Cononish vein along
strike (SW) and thirdly explore an additional vein (NE) that exists
to the west of the barren vein, which is adjacent to the existing
Cononish vein.
"We also have an additional 2,900km2 of licences held in
Scotland, running from Tarbet in the South-West to Blair Atholl in
the North-East of Scotland along the Dalradian Gold Belt, where we
plan to use the same methodology of exploration to develop future
mining projects in Scotland. Ultimately our vision is to build an
intergenerational mining company for the future as a multi-asset
gold production company in Scotland.
"Our Board and team look forward to the future with confidence
and the new funds will provide the financial firepower to help us
achieve our goals and deliver the increase in shareholder value we
believe is possible."
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement (which forms part of this
Announcement). The Retail Shares will be subscribed for on the
basis of the terms and conditions of the Retail Offer, rather than
pursuant to the terms and conditions of the Placing contained in
the Appendix to this Announcement.
Each of the times and dates in this Announcement refer to London
time and are subject to change by the Company and/or the
Bookrunner. Any such change will be notified to Shareholders by an
announcement on a Regulatory Information Service.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below, save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
For further information please contact:
Scotgold Resources Limited V ia Celicourt Communications
Phil Day, Chief Executive Officer
Shore Capital Stockbrokers Limited (NOMAD,
Broker, Sole Bookrunner)
Toby Gibbs / John More / Tom Knibbs +44 207 408 4050
Celicourt Communications (Financial PR)
Felicity Winkles +44 774 8843 871
ADDITIONAL INFORMATION ON THE CAPITAL RAISING
The Placing
The Placing has been arranged by Shore Capital, acting as sole
bookrunner (the "Bookrunner"). The Placing will be conducted by the
Bookrunner on behalf of the Company in accordance with the terms
and conditions set out in the Appendix to this Announcement. The
Placing is being conducted through the Bookbuild which will
commence immediately following this Announcement.
The Bookbuild will determine final demand for, and participation
in, the Placing. The Bookbuild is expected to close not later than
6:00 p.m. (London) today but may be closed at such earlier or later
time as the Bookrunner may, in their absolute discretion (following
consultation with the Company), determine. The number of Placing
Shares and the making of allocations will be agreed between the
Company and the Bookrunner and will be confirmed orally or by email
by the Bookrunner following the closure of the Bookbuild. A further
announcement will be made following the completion of the Bookbuild
(the "Result of Bookbuild Announcement").
Attention is drawn to the detailed terms and conditions of the
Placing described in the Appendix (which forms part of this
Announcement). By choosing to participate in the Placing and by
making an oral and legally binding offer to acquire Placing Shares,
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 in it,
and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Background to and Reasons for the Capital Raising
This Capital Raising is intended to help Scotgold progress on
their current operations. In December 2022, the Company announced
in its operational update that the Company's strategy is:
-- To continue to focus on three pillars of Scotgold's strategy:
optimising value at Cononish; growth through resource expansion and
regional exploration; and investment in people and commitment to
sustainability.
-- Optimising value at Cononish - 2023 focused on achieving
sustainable and continued ramp up to 2,000 ounces of gold per month
in Q4 2023 with a target AISC of GBP610 per ounce with the mine
running an average grade through the processing plant of c.12g/t Au
year to generate increased cash generation.
-- Resource expansion firstly through increasing knowledge of
the gold vein in close proximity to the existing Cononish vein by
commencing a drill campaign off the back of the Very Low Frequency
(VLF) work conducted in 2022 and then to extend the same
methodology to the other areas within the 2,900km(2) of area held
by Scotgold.
-- To continue investment in people and commitment to
sustainability through continuous improvement.
-- Vision to build an intergenerational mining company as a
multi-asset gold production company in Scotland.
Use of Proceeds
The net proceeds of the Capital Raising will be used to
support:
-- delivery of the Company's 2023 mine plan at Cononish and the move to long hole stoping;
-- resource expansion at Cononish; and
-- the Company's regional exploratory drill programme.
Director Participation
The following Directors have indicated that they intend to
participate in the Capital Raising via the Subscriptions:
-- Nathaniel Le Roux. Non-Executive Director: approximately US$287,000
-- Peter Hetherington, Non-Executive Chairman: approximately US$122,000
-- Ian Proctor, Non-Executive Director: approximately US$30,000
-- William Styslinger, Non-Executive Director: approximately US$137,000
-- Phil Day, Chief Executive Officer: approximately US$43,000
-- Richard Barker, Non-Executive Director: approximately US$12,000
-- Evan Spencer, Non-Executive Director: approximately US$38,000
Further details of the Subscriptions will be announced in the
Result of Bookbuild Announcement.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares (together, the "New
Shares"), all of which will all rank pari passu with the Company's
existing Ordinary Shares, to be admitted to trading on AIM
("Admission"). Admission of the New Shares ("Placing Admission") is
expected to occur at, and dealings in such shares are expected to
commence on, 8.00 a.m. on 17 February 2023 or such later time
and/or date as the Bookrunner and the Company agree (being in any
event no later than 8.00 a.m. on 3 March 2023).
The New Shares will be in registered form and will be capable of
being held in either certificated or, in the case of Depositary
Interests representing such shares, in uncertificated form (i.e. in
CREST). Accordingly, following Admission, settlement of
transactions in Depositary Interests representing the New Shares
may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are
able to do so.
The ISIN number of the new Ordinary Shares is AU000XINEAK5. The
TIDM is SGZ.
Important Notices
This Announcement and the information contained herein are not
for release, distribution or publication, in whole or in part,
directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of South Africa or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction. The Placing and the distribution
or transmission of this Announcement may be restricted by law or
regulation in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. 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 or the Bookrunner 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. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
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 buy or subscribe for or otherwise acquire any securities of the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) 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. There will be no public offer of the
securities described herein in the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of South Africa or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
This Announcement is not an offer of securities for sale in the
United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia). Securities may not be offered or sold in the United
States absent registration or an exemption from registration. Any
securities referred to herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or jurisdiction of the United States, and
may not be offered, sold or transferred, directly or indirectly, in
the United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
is no intention to register any securities referred to herein in
the United States or to make a public offering of the securities in
the United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia). There will be no public offer of the securities
described herein in Australia, Canada, Japan, New Zealand or the
Republic of South Africa. The New Shares have not been, and will
not be, registered under or qualified for sale under the applicable
laws of any of Canada, Australia, New Zealand, the Republic of
South Africa, or Japan and, subject to certain exceptions, may not
be offered or sold to any national, resident or citizen of Canada,
Australia, New Zealand, the Republic of South Africa or Japan.
Shore Capital is a member of the London Stock Exchange and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). Shore Capital is acting exclusively
for the Company and no one else in connection with the Placing, and
Shore Capital will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Forward-looking statements
This Announcement contains statements about Scotgold that are or
may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this Announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Scotgold.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, UK MAR, the Prospectus Rules and/or the FSMA),
Scotgold does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Scotgold or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
Announcement are based on information available to the Directors at
the date of this Announcement, unless some other time is specified
in relation to them, and the posting or receipt of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
The New Shares will not be admitted to trading on any stock
exchange other than AIM.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company and the Bookrunner will rely upon the truth
and accuracy of the representations, warranties, undertakings,
agreements and acknowledgements contained in the Appendix.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable 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, each
defined in Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market
Assessment").
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 "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II 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, 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" and, together with the
UK Target Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessments are
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
Assessments, the Bookrunner will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of the UK Product Governance Requirements or 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED (THE "UK PROSPECTUS REGULATION"), WHO (I) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) AND (B) 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS
ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED
IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURSIDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF
THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") other than Qualified Investors
(as defined in the Prospectus Regulation) or in circumstances in
which the prior consent of the Bookrunner has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by
it on behalf of persons in any Member State of the EEA other than
Qualified Investors (as defined in the Prospectus Regulation), the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, (i) the Placing Shares acquired by it
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in the UK other
than Qualified Investors (as defined in the UK Prospectus
Regulation) or in circumstances in which the prior consent of the
Bookrunner has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
UK other than Qualified Investors (as defined in the UK Prospectus
Regulation), the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons; and
4. it is located outside the United States, it is not a US
Person, is subscribing for Placing Shares in an "offshore
transaction" (within the meaning of Regulation S) and is purchasing
the Placing Shares for its own account or is purchasing the Placing
Shares for an account with respect to which it exercises sole
investment discretion and that it (and any such account) is located
outside the United States and is not a US Person or it is a dealer
or other professional fiduciary in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an
estate or trust), in reliance upon Regulation S.
The Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or South Africa or in any jurisdiction in which such publication or
distribution is unlawful. Persons into whose possession this
Announcement may come are required by the Company to inform
themselves about and to observe any restrictions of transfer of
this Announcement. No public offer of securities of the Company is
being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred,
directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and the securities laws of any state or other
jurisdiction of the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission or any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, New Zealand, Japan or South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing
The Bookrunner has entered into the Placing Agreement with the
Company and SCC under which the Bookrunner has agreed, on the terms
and subject to the conditions set out therein, and undertaken to
use reasonable endeavours to procure, as the Company's agent for
the purpose of the Placing, subscribers for the Placing Shares at
the Issue Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Bookrunner including as to
the accuracy of information contained in this Announcement, to
matters relating to the Company and its business and a customary
indemnity given by the Company to the Bookrunner in respect of
liabilities arising out of or in connection with the Placing and/or
Placing Admission.
The Placing is conditional upon, amongst other things, Placing
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the relevant date of issue of
the Placing Shares.
The Company's constitution gives the board authority to issue
shares at the price the board determines as there are no statutory
pre-emption rights under the Australian Corporations Act.
Accordingly, Shareholder approval is not required for the Company
to issue new Ordinary Shares in respect of the Capital Raising.
Other than pursuant to any share option schemes and other
employee incentive arrangements, the Company has agreed not to
allot, issue or grant any rights in respect of its Ordinary Shares
in the period of six months from the date of Retail Offer Admission
without the prior written consent of Shore Capital (such consent
not to be unreasonably withheld or delayed).
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
Subject to the conditions for the Placing being met, it is
expected that Placing Admission will take place on or before 8.00
a.m. on 17 February 2023 and that dealings in the Placing Shares on
AIM will commence thereafter.
Bookbuild
The Bookrunner will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand by
Placees for participation in the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner (whether individually or through any of its
affiliates) is arranging the Placing as placing agent of the
Company and has agreed to use its reasonable endeavours to procure
Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner and its respective affiliates may
participate in the Placing as principals (and are each entitled to
enter bids as principal in the Bookbuild).
3. The Issue Price will be a fixed price of 40 pence per new Ordinary Share.
4. The Bookbuild will establish the number of Placing Shares to
be issued at the Issue Price, payable to the Bookrunner as agent
for the Company by all Placees whose bids are successful. The
number of Placing Shares to be issued will be determined by the
Bookrunner following completion of the Bookbuild and will be
recorded in a term sheet entered into between the Bookrunner and
the Company. The number of Placing Shares to be issued at the Issue
Price will be announced on a Regulatory News Service following
completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
Bookrunner. Each bid should state the number of Placing Shares for
which the prospective Placee wishes to subscribe. Bids may be
scaled down by the Bookrunner on the basis referred to in paragraph
10 below.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and the Bookrunner, to pay to them (or as the
Bookrunner may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares that
such Placee has agreed to subscribe for and the Company has agreed
to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Bookrunner.
7. The Bookbuild in respect of the Placing is expected to close
by 6.00 p.m. on 9 February 2023, but the Bookbuild may be closed
earlier or later at the discretion of the Bookrunner and the
Company. The Bookrunner may, in agreement with the Company, accept
bids, either in whole or in part, that are received after the
Bookbuild has closed.
8. The Bookrunner is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for protections afforded to its customers nor for providing
advice in relation to the matters described in this Announcement or
any matter, transaction or arrangement referred to in it.
9. Each prospective Placee's allocation of Placing Shares will
be confirmed to Placees either orally or in writing by a Bookrunner
as soon as practicable following the close of the Bookbuild, and an
electronic trade confirmation will be dispatched as soon as
possible thereafter. The terms and conditions of this Appendix will
be deemed incorporated therein. A Bookrunner's confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such prospective Placee (who will at that point become a
Placee) in favour of the Bookrunner and the Company, to subscribe
for the number of Placing Shares allocated to it and to pay the
Issue Price on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
incorporation.
10. The Bookrunner may choose to accept bids, either in whole or
in part, on the basis of their allocation policy and may scale down
any bids for this purpose on such basis as they may determine. The
Bookrunner may also, notwithstanding paragraphs 5 and 6 above, and
subject to prior agreement with the Company, (a) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time and (b) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, amongst
other things, the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
13. 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.
14. To the fullest extent permissible by law, none of the
Company, the Bookrunner, or any of their respective affiliates
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise)
under these terms and conditions. In particular, none of the
Company, the Bookrunner, or any of their respective affiliates
shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the Bookrunner' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Bookrunner and the Company
may agree or of the allocation of Placing Shares. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Bookrunner
shall have no liability to the Placees for any failure by the
Company to fulfil those obligations.
15. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
16. All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
-- the Company allotting, subject only to Placing Admission, the
Placing Shares in accordance with the Placing Agreement;
-- the Placing Agreement having become unconditional in respect
of the Placing (save for any condition as to Placing Admission
having taken place and excluding any conditions relating to the
Retail Offer) and not having been terminated in accordance with its
terms before Placing Admission; and
-- Placing Admission taking place no later than 8 a.m. on 17
February 2023 or such other time and/or date as may be agreed
between the Company and the Bookrunner, not being later than 8.30
a.m. on 3 March 2023 (the "Final Date").
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares is not fulfilled or waived by the
Bookrunner by the respective time or date where specified (or such
later time or date as the Company and the Bookrunner may agree not
being later than the Final Date); or (ii) the Bookrunner's
obligations (and consequently Placees' obligations) in respect of
the Placing Shares only under the Placing Agreement are terminated
as described below, the Placing will lapse and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall
cease and terminate at such time.
Shore Capital may, in its absolute discretion, waive, or extend
the period (up to the Final Date) for 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, save that the
conditions relating to Placing Admission taking place may not be
waived and the period for compliance with such conditions may not
be extended beyond the Final Date. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither Shore Capital nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Shore Capital.
Right to terminate under the Placing Agreement
Shore may, in its absolute discretion, at any time before Retail
Offer Admission terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia:
(a) in the reasonable opinion of Shore Capital, the warranties
given by the Company to Shore Capital are not true and accurate or
have become misleading (or would not be true and accurate or would
be misleading if they were repeated at any time before Placing
Admission) by reference to the facts subsisting at the time of
Placing Admission which Shore Capital considers (acting reasonably)
to be material in the context of the Placing or the Retail Offer;
or
(b) the Company fails in any material respect to comply with any
of its obligations under the Placing Agreement or it commits a
breach of the rules and regulations of the FCA and/or the London
Stock Exchange and/or the AIM Rules, the FSMA, UK MAR or any other
applicable law; or
(c) in the reasonable opinion of Shore Capital, there happens,
develops or comes into effect any occurrence of any kind which (by
itself or together with any other such occurrence) is likely to
materially and adversely affect the market's position or prospects
of the Group (taken as a whole); or
(d) there has been 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; the outbreak or
escalation of hostilities or acts of terrorism involving the United
Kingdom or the declaration by the United Kingdom of a national
emergency or war; or 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 Shore Capital is materially adverse.
The rights and obligations of the Placees shall terminate, or be
capable of rescission, only in the circumstances described in these
terms and conditions and in the Placing Agreement and will not be
subject to termination by any Placee or any prospective Placee at
any time or in any circumstances and the Placees' participation
will not be capable of rescission or termination by it after oral
confirmation by the Bookrunner of the allocation and commitments
following the close of the Bookbuild. By participating in the
Placing, Placees agree that the exercise by Shore Capital of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Shore Capital,
that they need not make any reference to Placees and that Shore
Capital shall have no liability to Placees whatsoever in connection
with any such exercise or decision not to exercise.
Placees will have no rights against Shore Capital, the Company
or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
Continuing Obligations
Other than pursuant to any share option schemes and other
employee incentive arrangements, the Company has undertaken to
Shore Capital that it will not, during the period of six months
from Retail Offer Admission, issue any shares or options to
subscribe for any shares or securities convertible or exchangeable
into shares or enter into any agreement or undertaking to do so,
except with the prior consent of Shore Capital (such consent not to
be unreasonably withheld or delayed).
By participating in the Placing, Placees agree that the exercise
by Shore Capital of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the continuing obligation provisions under the Placing Agreement
shall be within the absolute discretion of Shore Capital and that
it need not make any reference to, or consult with, Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent.
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement and the Exchange Information (as defined further
below). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, Shore Capital, or any other person
and neither Shore Capital, the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by
Shore Capital, the Company, or their respective officers,
directors, employees or agents. 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. Neither the Company nor Shore Capital
are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in Depositary Interests representing
the Placing Shares (ISIN: AU000XINEAK5) following Placing Admission
will take place within CREST provided that, subject to certain
exceptions, the Bookrunner reserves the right to require settlement
for, and delivery of the Placing Shares (or a portion thereof) to
Placees by such other means that it deems necessary if delivery or
settlement of Depositary Interests is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Following the closing of the Bookbuild, each Placee allocated
Placing Shares will be sent an electronic trade confirmation or
contract note stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to the
Bookrunner (as agent for the Company) and settlement instructions.
Each Placee agrees 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 that it has in
place with the Bookrunner.
It is expected that settlement in respect of the Placing Shares
will be on 17 February 2023 on a T+5 basis in accordance with the
instructions set out in the trade confirmation.
In the event of any difficulties or delays in the admission of
Depositary Interests representing the Placing Shares to CREST or
the use of CREST in relation to the Placing, the Company and the
Bookrunner may agree that the Placing Shares should be issued in
certificated form. The Bookrunner reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate from
time to time of Barclays Bank PLC as determined by the
Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Bookrunner (as agent
for the Company) on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax or securities transfer tax (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares to the Bookrunner, each Placee confers on the
Bookrunner all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Shore Capital,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its subscription of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information" ), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
the Company's announcements and circulars published in the past 12
months and that it is able to obtain or access such information or
comparable information concerning publicly traded companies without
undue difficulty ;
4. acknowledges that none of Shore Capital, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Shore Capital, the
Company, their respective affiliates or any person acting on behalf
of any of them to provide it with any such information and has read
and understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Shore Capital, their affiliates or any person acting on its or
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary 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, warranties or statements made by Shore
Capital, the Company or any of their respective directors, officers
or employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the research department Shore Capital
(the views of such research department not representing and being
independent from those of the Company and the corporate finance
department of Shore Capital and not being attributable to the
same)), and neither Shore Capital, nor the Company will be liable
for any Placee's decision to accept an invitation to participate in
the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees
that it may not place the same degree of reliance on this
Announcement as it may otherwise place on a prospectus or admission
document. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that Shore
Capital, its affiliates or any other person acting on its or their
behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Shore Capital does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that the Bookrunner is acting for it or its clients
and that Shore Capital will be responsible for providing
protections to it or its clients;
8. acknowledges that Shore Capital, any of its affiliates or any
person acting on behalf of it or them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
9. that, save in the event of fraud (and to the extent permitted
by the Conduct of Business Sourcebook in the FCA's Handbook of
Rules and Guidance), none of Shore Capital, its ultimate holding
company, nor any direct or indirect subsidiary undertakings of that
holding company, nor any of their respective directors and
employees shall be liable to Placees for any matter arising out of
the Bookrunner's role as placing agent or otherwise in connection
with the Placing and that where any such liability nevertheless
arises as a matter of law Placees will immediately waive any claim
against any of such persons which the relevant Placee(s) may have
in respect thereof;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority;
11. represents and warrants that, except as otherwise permitted
by the Company that it is located outside the United States, it is
not a US Person, is subscribing for Placing Shares in an "offshore
transaction" (within the meaning of Regulation S) and is purchasing
the Placing Shares for its own account or is purchasing the Placing
Shares for an account with respect to which it exercises sole
investment discretion and that it (and any such account) is located
outside the United States and is not a US Person or it is a dealer
or other professional fiduciary in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an
estate or trust), in reliance upon Regulation S;
12. acknowledges that no representation has been made as to the
availability of Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
13. it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and,
unless otherwise disclosed to the Bookrunner and the Company in
writing, it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given;
14. it is not subscribing for any Placing Shares as a result of
(i) any "directed selling efforts" as that term is defined in
Regulation S under the Securities Act or (ii) any form of "general
solicitation or general advertising" within the meaning of
Regulation D under the Securities Act;
15. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions and represents and warrants that, unless specifically
agreed in writing with the Bookrunner, neither it nor the
beneficial owner of such Placing Shares will be a resident of
Canada, Australia, New Zealand, Japan or South Africa;
16. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
17. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2017; and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations" ); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which the Bookrunner may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as the Bookrunner may decide in its sole discretion;
18. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the EEA other than Qualified Investors (as defined
in the Prospectus Regulation), or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or
resale;
19. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in the
UK other than Qualified Investors (as defined in the UK Prospectus
Regulation), or in circumstances in which the prior consent of the
Bookrunner has been given to the offer or resale;
20. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Placing Admission except to persons whose ordinary
activities involve them 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 in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Regulation
(including any relevant implementing measure in any member
state);
21. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the UK
prior to Placing Admission except to persons whose ordinary
activities involve them 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 in
and which will not result in an offer to the public in the UK
within the meaning of the UK Prospectus Regulation;
22. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
23. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
24. if in a Member State of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, represents and
warrants that it is a Qualified Investor within the meaning of the
Prospectus Regulation;
25. if in the United Kingdom, represents and warrants that it is
a Qualified Investor within the meaning of the UK Prospectus
Regulation and a person: (i) who has professional experience in
matters relating to investments falling within Article 19(1) of the
Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the Order; or
(iii) to whom this Announcement may otherwise be lawfully
communicated;
26. represents and warrants that 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 and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
27. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Bookrunner;
28. undertakes that it (and any person acting on its behalf)
will make payment to the Bookrunner for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein and in the electronic trade
confirmation of contract note stating the number of Placing Shares
allocated to it and containing settlement instructions, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Bookrunner may in its discretion
determine and without liability to such Placee and it will remain
liable and will indemnify the Bookrunner on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
29. acknowledges that none of Shore Capital, any of its
affiliates, or any person acting on behalf of it or any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Shore Capital and that Shore Capital has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
30. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Shore Capital nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Shore Capital in respect of the same on
the basis that Depositary Interests representing the Placing Shares
will be credited to the CREST stock account of the Bookrunner who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
31. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) 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 Company or the Bookrunner 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. acknowledges that time shall be of the essence in respect of
its obligations under this Appendix;
33. agrees that the Company, Shore Capital, and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner on its own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
34. agrees to indemnify on an after-tax basis and hold the
Company, Shore Capital and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
35. acknowledges that no action has been or will be taken by any
of the Company, the Bookrunner, or any person acting on behalf of
the Company or the Bookrunner that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
36. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
37. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing;
38. acknowledges that Shore Capital, or any of its affiliates
acting as an investor for their own account, may take up shares in
the Company and in that capacity may retain, purchase or sell for
its own account such shares and may offer or sell such shares other
than in connection with the Placing;
39. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
40. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given by the Placee to
Shore Capital and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Shore
Capital will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Shore Capital
in the event that any of the Company or Shore Capital has incurred
any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
the Bookrunner accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Shore Capital does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Shore Capital or any of its respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
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
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of its own business
and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
The following definitions apply throughout this Announcement,
including the Appendix:
"AIM" the market of that name
operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies
published by the London
Stock Exchange from time
to time;
"Announcement" this announcement, including
the Appendix;
"Appendix" the appendix to this Announcement;
"Bookbuild" the accelerated bookbuilding
process in respect of the
Placing to be carried out
by the Bookrunner on behalf
of the Company;
"BookBuild Platform" the platform operated by
BB Technology Limited and
known as BookBuild which
will host the Retail Offer;
"Bookrunner" SCS;
"Capital Raising" together, the Placing, the
Subscription and the Retail
Offer;
"Capital Raising Shares" together, the Placing Shares,
Subscription Shares and
Retail Shares;
"certificated" or "in certificated an Ordinary Share recorded
form" on the Company's share register
as being held in certificated
form (namely, not in CREST);
"Company" or " Scotgold" Scotgold Resources Limited
;
"Conditions" the conditions of the Placing
as set out in the Placing
Agreement and summarised
in the Appendix to this
Announcement;
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
UK & International Limited
is the operator (as defined
in the said CREST Regulations);
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended from time to
time;
"Depositary Interests" depositary interests representing
Ordinary Shares issued by
Computershare Investor Services
plc as depositary;
"Directors" the directors of the Company
as at the date of this Announcement;
"Enlarged Share Capital" the Ordinary Shares in issue
immediately following Admission,
comprising the Existing
Ordinary Shares and the
New Shares;
"Existing Ordinary Shares " the 59,523,291 Ordinary
Shares with voting rights
in issue at the date of
this Announcement;
"FCA" the Financial Conduct Authority
in the UK or its successor
from time to time;
"FSMA" the Financial Services and
Markets Act 2000, as amended;
"Group" the Company and its existing
subsidiaries and subsidiary
undertakings;
"Intermediary" an individual, company or
other entity that manages
and executes the buying
and selling of securities
on behalf of Retail Investors;
"Issue Price" 40 pence per Capital Raising
Share;
"London Stock Exchange" London Stock Exchange plc;
"New Shares" together, the Placing Shares
and the Subscription Shares;
"Ordinary Shares" ordinary shares in the capital
of the Company;
"Overseas Shareholders" holders of Existing Ordinary
Shares who are neither resident
in, nor have a registered
address in, the UK;
"pence" pence sterling, the lawful
currency of the UK;
"Placees" means the institutional
and other investors which
the Bookrunner shall have
procured to agree to subscribe
for the Placing Shares pursuant
to the Placing on the terms
of the Appendix;
"Placing" the proposed placing of
the Placing Shares at the
Issue Price;
"Placing Admission" admission of the New Shares
to trading on AIM becoming
effective in accordance
with the AIM Rules;
"Placing Agreement" the placing agreement dated
the same date as this Announcement
between the Company, the
Bookrunner and SCC relating
to the Placing;
"Placing Shares" the new Ordinary Shares
to be issued pursuant to
the Placing;
"Prospectus Regulation" Regulation (EU) 2017/1129
of the European Parliament
and of the Council of 14
June 2017 (including any
relevant implementing legislation
in any EEA State) as amended
from time to time;
"Prospectus Rules" the prospectus regulation
rules published by the FCA
pursuant to section 73A
of FSMA (as amended from
time to time);
"Regulation S" Regulation S under the Securities
Act;
"Regulatory Information Service" has the meaning given to
it in the AIM Rules;
"Restricted jurisdictions" the United States, Australia,
Canada, Japan, New Zealand,
the Republic of South Africa
and any other jurisdiction
where the extension or availability
of the Placing would breach
any applicable law;
"Retail Investors" investors in the usual type
of an Intermediary's client
base, which may include
individuals aged 18 years
or over, companies and other
bodies corporate, partnerships,
trusts, associations and
other unincorporated organisations;
"Retail Offer" the offer of the Retail
Shares, through Intermediaries,
to Retail Investors in the
United Kingdom (anticipated
to be announced shortly
following the release of
this announcement);
"Retail Offer Admission" admission of the Retail
Shares to trading on AIM
becoming effective in accordance
with the AIM Rules;
"Retail Shares" any Ordinary Shares to be
issued by the Company under
the terms of the Retail
Offer;
"SCC" Shore Capital and Corporate
Limited, a private limited
company incorporated in
England & Wales under the
registered number 02083043
and having its registered
office at Cassini House,
57 St James's Street, London
SW1A 1LD, and the Company's
nominated adviser for the
purposes of the AIM Rules;
"SCS" Shore Capital Stockbrokers
Limited, a private limited
company incorporated in
England & Wales under the
registered number 01850105
and having its registered
office at Cassini House,
57 St James's Street, London
SW1A 1LD, and the Company's
bookrunner for the purposes
of the Placing and Placing
Admission;
"Securities Act" the United States Securities
Act of 1933, as amended;
"Shareholders" holders of Existing Ordinary
Shares or Ordinary Shares
(as the context requires)
at the relevant time;
"Shore Capital" SCC and/or SCS, as the context
requires;
"Subscribers" the Subscribing Directors;
"Subscribing Directors" the Directors whose names
are set out under the heading
"Director Participation"
above
"Subscription Agreements" the individual subscription
agreements to be entered
into between the Company
and each of the Subscribers,
pursuant to which the Subscribers
will agree to subscribe
for the Subscription Shares
at the Issue Price;
"Subscription" or "Subscriptions" the subscriptions for the
Subscription Shares at the
Issue Price by the Subscribers;
"Subscription Shares" the new Ordinary Shares
to be issued pursuant to
the Subscription Agreements;
"UK MAR" the UK version of the Market
Abuse Regulation (EU No.
596/2014) as it forms part
of United Kingdom domestic
law by virtue of the European
Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" means the retained EU law
version of the Prospectus
Regulation ((EU) 2017/1129)
and the supplementing retained
EU law version of the Commission
Delegated Regulation (EU)
2019/979, both of which
form part of domestic law
by virtue of the European
Union (Withdrawal) Act 2018;
"uncertificated" or "in uncertificated an Ordinary Share recorded
form" on the Company's share register
as being held in uncertificated
form in CREST and title
to which, by virtue of the
CREST Regulations, may be
transferred by means of
CREST;
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United
States of America and the
District of Columbia and
any other area subject to
its jurisdiction ;
"GBP" pounds sterling, the lawful
currency of the UK.
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
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contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
Policy.
END
STRNKCBNABKDFBK
(END) Dow Jones Newswires
February 09, 2023 11:42 ET (16:42 GMT)
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