TIDMHE1
RNS Number : 6640V
Helium One Global Ltd
16 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON
SHARES OF HELIUM ONE GLOBAL LTD IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 . IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION. 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.
HELIUM ONE GLOBAL LTD
PLACING AND SUBSCRIPTION TO RAISE GBP10 MILLION
TO ENHANCE THE DEVELOPMENT PROGRAMME ON THE RUKWA PROJECT IN
TANZANIA
Total Voting Rights
LONDON, UK (April 16, 2021) - Helium One Global Ltd ("Helium
One", "we", "us" or the "Company") (LSE: HE1) is pleased to
announce that it has raised gross proceeds of GBP10 million through
a subscription and placing (the "Placing" and "Subscription"
together the "Fundraise") by the issue of 100,000,000 Ordinary
Shares (the "Fundraise Shares") at 10p per Fundraise Share ("Issue
Price") with institutional and other investors.
Highlights
-- Significiantly oversubscribed Placing and Subscription
raising GBP10 million at 10p per share
-- Funds will be used to continue the fast-track development
programme of the Company's Rukwa project in Tanzania
-- Proceeds will enable the Company to save significant time and
costs by keeping drilling equipment in the field to carry out
appraisal work immediately following intended exploration
success
-- Proceeds will also allow contracting of 3D seismic over any
discovery, maximising resource to reserve conversion and allowing
completion of the majority of the field appraisal programme before
the end of 2021
-- Company's directors intend to participate in the Subscription
David Minchin, CEO of Helium One, commented:
"We are delighted to be able to continue the fast-track
development of our Rukwa project in Tanzania. The response that we
have seen during this oversubscribed fundraise endorses the
confidence that we feel in our assets and planned exploration
drilling campaign, as well as giving financial support necessary to
contract all appraisal work to avoid downtime between any discovery
and economic evaluation.
"The fundraise has seen broad support from a number of
institutional and other investors, who support our aggressive
exploration and appraisal strategy, as well as the quality and
scale of our assets.
"Helium remains a vital resource, essential and irreplaceable,
and which is a crucial component of growing next-generation
technology focussed business. We believe our Rukwa Helium Project
is well placed to become a strategic asset in supplying anticipated
zero-carbon primary helium into this demand. Whilst we are fully
funded for our three well exploration programme, this fundraise
will enable us to aggressively carry out our appraisal drilling and
3D seismic programme immediately following any discovery.
"We look forward to welcoming our new shareholders on board at
this exciting time for the Company as we prepare to commence our
maiden drilling."
For further information about Helium One, please visit our
website at www.helium-one.com or contact:
Helium One Global Ltd
David Minchin, CEO +44 20 7920 3150
Beaumont Cornish Ltd (Nominated
Adviser)
James Biddle, Roland Cornish +44 20 7628 3396
Canaccord Genuity Limited (Joint
Broker)
Adam James, Sam Lucas, Tom Diehl +44 20 7523 8000
Peterhouse Capital Limited (Joint
Broker)
Lucy Williams, Duncan Vasey +44 20 7220 9792
Pello Capital (Retail Broker)
Callum Hill +44 20 3700 2500
Tavistock (Financial PR)
Nick Elwes +44 20 7920 3150
Background to the Placing and Subscription and Use of
Proceeds
Since its admission to trading on AIM in December 2020, the
Company has progressed an aggressive exploration programme in
Tanzania with the commencement of the seismic programme in February
2021 and award of the drilling contract in March 2021. A three
exploration well drilling programme is targeted to commence in
mid-May 2021 upon receipt of environmental and social impact
assessment ("ESIA") approvals and data processing from the ongoing
infill seismic campaign.
Whilst the three well exploration programme remains fully funded
from the Company's existing cash resources, additional funds raised
at this time will now enable the Company to contract the drill rig
to allow appraisal drilling to take place immediately following the
anticipated exploration success. Contracting the rig now will keep
the rig on site and save an anticipated c.4 months or more of
drilling downtime and c.US$500k in rig mobilisation and
demobilisation costs. The proceeds will also allow for the
mobilisation of a 3D seismic programme to maximise anticipated
reserve to resource conversion andwill fund the costs of a
feasibility study as well as working capital and licence fees.
-- Appraisal well drilling: GBP2.4 million
-- Enhanced well completion: GBP0.5 million
-- 3D seismic programme: GBP3.8 million
-- Feasibility Studies and licence fees: GBP1.2 million
-- Additional operational contingencies, working capital and expenses: GBP2.1 million
Details of the Placing and Subscription
The Fundraise Shares are comprised of 41,349,909 Placing Shares
introduced by Cannacord Genuity, 33,957,791 ordinary shares
introduced by Peterhouse Capital Limited, 23,676,300 ordinary
shares introduced by Pello Capital Limited ("Pello") and 1,016,000
Subscription Shares, each at an Issue Price of 10 pence. The
Fundraise Shares being issued represent approximately 20.0 per
cent. of the existing issued ordinary share capital of the Company.
The Issue Price represents a 14.5 percent discount to the closing
mid-market price on AIM on 15 April 2021 and a 6.4 per cent.
discount to the 15 day VWAP to that date.
The Fundraise Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with Helium One's
existing issued ordinary shares of no par value each ("Ordinary
Shares").
Canaccord Genuity Limited ("Canaccord Genuity") and Peterhouse
Capital Limited ("Peterhouse") are acting as Joint Bookrunners to
the Placing.
Canaccord Genuity and Peterhouse have entered into an agreement
with Helium One (the "Placing Agreement") under which, subject to
the conditions set out therein, Canaccord Genuity and Peterhouse
have agreed to use their respective reasonable endeavours to
procure subscribers for the Placing Shares in the UK. The Placing
for Placees of Canaccord is subject to the terms and conditions set
out in the Appendix to this announcement. The Placing for Placees
of Peterhouse is subject to the terms of a placing letter entered
into between Peterhouse and the Placees.
Pello has entered into an engagement letter with Helium One
under which, subject to the conditions set out therein Pello agreed
to use its reasonable endeavours to procure subscribers for the
Placing Shares in the UK. The Placing for Placees of Pello is
subject to the terms of a placing letter entered into between Pello
and the Placees.
Admission and Settlement
Application will be made for the 100,000,000 Fundraise Shares to
be admitted to trading ("Admission") on the AIM market of the
London Stock Exchange (" AIM"). It is expected that Admission will
take place at 8.00 a.m. (London time) on or around 22 April 2021
(or such later date as may be agreed between the Company and
Canaccord Genuity). The Placing is conditional upon, inter alia,
Admission becoming effective. The Placing is also conditional upon
the Placing Agreement not being terminated in accordance with its
terms. The Subscription is also conditional, inter alia, upon
completion and return of the Subscription Agreements.
The Fundraise is being completed within the Company's existing
share issuance authorities.
Directors' Participation
Certain of the Company's directors have indicated that they
intend to participate in the Subscription for a total of 500,000
Subscription Shares. Such entities have provided the following
non-binding indications and a further announcement will be made in
due course once such dealing s have been made:
Director Subscription Total Ordinary % of Issued Share
Shares Shares held on Capital on Admission
Admission
Sarah Cope 100,000 112,524 0.02%
------------- ---------------- ----------------------
David Minchin 100,000 100,000 0.02%
------------- ---------------- ----------------------
James Smith 100,000 100,000 0.02%
------------- ---------------- ----------------------
Ian Stalker 200,000 10,647,443 1.78%
------------- ---------------- ----------------------
Issue of Options and Warrants
Lorna Blaise who recently joined the Company as Principal
Geologist has been awarded options to subscribe for 3 million
Ordinary Shares at 10p per share subject to various performance
hurdles. The share options will vest in tranches and expire 5 years
from issue.
The Company has agreed to issue such number of warrants to the
brokers under the Fundraise as is equal to 6 per cent. of the
Fundraise Shares introduced by the brokers at an exercise price of
14 pence each and exercisable for a period of 2 years from the date
of Admission.
Total Voting Rights
Following the issue of the Fundraise Shares as described above,
the Company's issued share capital will consist of 599,762,065
Ordinary Shares, with voting rights. The Company does not hold any
Ordinary Shares in Treasury.
The above figure of 599,762,065 may then be used by shareholders
in the Company as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Advisories
Forward-Looking Statements
Certain information provided in this announcement may constitute
forward-looking statements and information (collectively,
"forward-looking statements") within the meaning of applicable
securities laws. Such forward-looking statements include, without
limitation, forecasts, estimates, expectations and objectives for
future operations that are subject to assumptions, risks and
uncertainties, many of which are beyond the control of the Company.
Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or
"should" occur or be achieved. Forward-looking statements in this
announcement include, but are not limited to, those in respect of
the Placing, including the size, pricing and timing thereof, the
type of securities being offered thereunder, the investors
participating therein, the intended use of proceeds therefrom
(including with respect to future exploration, development and
production activities and the locations thereof); and the
conditions and approvals required and applications being filed in
connection therewith. Although the Company believes that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. The
forward-looking statements contained in this announcement are made
as of the date hereof, and except as may be required by applicable
securities laws, the Company assumes no obligation to update
publicly or revise any forward-looking statements made herein or
otherwise, whether as a result of new information, future events or
otherwise.
Important Notice to UK Investors
This announcement and any other documentation that may be
delivered directly to certain persons in connection with the
Placing may constitute offering documents as defined under
applicable securities laws in certain jurisdictions. Otherwise, no
prospectus, offering document or admission document will be made
available in connection with the matters contained in this
announcement.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom (together with any implementing
measures in any Member State and the United Kingdom), this
announcement is only addressed to and directed at persons in such
member states and the United Kingdom who are qualified investors
within the meaning of Article 2(e) of the Prospectus Regulation
("Qualified Investors"). In addition, in the United Kingdom, this
announcement is addressed and directed only at Qualified Investors
who (i) are persons who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) are persons who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) are persons to whom it may otherwise be lawful to
communicate it to (all such persons being referred to as "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to Relevant Persons in the
United Kingdom and Qualified Investors in any member state of the
EEA and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its
contents.
This announcement, including the terms and conditions set out in
the Appendix, must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. This announcement does not itself constitute an offer for
sale or subscription of any securities in the Company. Persons
distributing this announcement must satisfy themselves that is
lawful to do so. This announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in, into or from the United States of America
(including its territories and possessions, any state of the United
States of America (the "United States" or the "US")), Australia,
New Zealand, Japan, the Republic of Ireland or the Republic of
South Africa or transmitted, distributed to, or sent by, any
national or resident or citizen of any such countries or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction (each a "Restricted
Jurisdiction"). Any failure to comply with this restriction may
constitute a violation of securities laws in the Restricted
Jurisdictions.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by Canaccord Genuity,
Peterhouse or any other person authorised under FSMA. This
announcement is being distributed and communicated to persons in
the United Kingdom and Canada only in circumstances in which
section 21(1) of FSMA does not apply or otherwise falls within a
relevant exemption. No prospectus will be made available in
connection with the matters contained in this announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any shares or other securities
in Canada or the Restricted Jurisdictions. The UK Placing and the
distribution of this announcement and other information in
connection with the UK Placing in certain jurisdictions may be
restricted by law and persons into whose possession this
announcement and any document or other information referred to
herein comes should inform themselves about and observe any such
restrictions. 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, Canaccord Genuity,
Peterhouse or any of their respective directors, officers,
partners, agents, employees or affiliates that would permit an
offer of the Placing Shares or possession or distribution of this
announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this announcement are required to
inform themselves about and to observe any such restrictions.
The Placing Shares referred to in this announcement have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act. The Placing Shares have not been and will not be
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever
on the information contained in this announcement or its accuracy,
completeness or fairness. The information in this announcement is
subject to change. The Company does not undertake to provide the
recipient of this announcement with any additional information, or
to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with the
Placing or any transaction or arrangement referred to in this
announcement.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
This announcement has not been approved by any competent
regulatory authority. Beaumont Cornish Limited is nominated advisor
to the Company. Beaumont Cornish, which is authorised and regulated
by the Financial Conduct Authority ("FCA"), is acting exclusively
for the Company and no one else in connection with the Placing and
will not be acting for any other person or otherwise responsible to
any person other than the Company for providing the protections
afforded to clients of Beaumont Cornish or for advising any other
person in respect of the Placing.
Canaccord Genuity is authorised and regulated by the FCA and is
acting exclusively for the Company and no one else in connection
with the proposed UK Placing and will not be acting for any other
person or otherwise responsible to any person other than the
Company for providing the protections afforded to clients of
Canaccord Genuity or for advising any other person in respect of
the UK Placing.
Peterhouse is authorised and regulated by the FCA and is acting
exclusively for the Company and no one else in connection with the
Placing and will not be acting for any other person or otherwise
responsible to any person other than the Company for providing the
protections afforded to clients of Peterhouse or for advising any
other person in respect of the Placing.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Beaumont Cornish, Canaccord Genuity or
Peterhouse or by any of their affiliates or their affiliates'
agents, directors, officers and employees, respectively, as to, or
in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the UK Placing.
The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance. The contents of this announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MAR"). Upon publication of this announcement, the inside
information is now considered to be in the public domain for the
purposes of MAR. The person responsible for arranging release of
this information on behalf of the Company is David Minchin.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under 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 such Placing
Shares are: (i) compatible with the target market for the Placing
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
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this announcement, as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the UK Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord Genuity ans Peterhouse have only sought and
will only seek to procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
REGISTRATION AND SETTLEMENT - Depository interests
Settlement of transactions in the Placing Shares in the form of
depositary interests (ISIN: VGG4392T1075) following Admission will
take place within the system administered by Euroclear UK &
Ireland Limited (CREST), subject to certain exceptions. Cannacord
Genuity, Peterhouse and the Company reserves the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system by the expected time for settlement and delivery set
out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Canaccord Genuity or Peterhouse (as applicable)
stating the number of Placing Shares allocated to it at the Issue
Price, and the aggregate amount owed by such Placee to Canaccord
Genuity or Peterhouse (as applicable) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
standing CREST instructions in respect of the Placing Shares in the
form of depositary interests that it has in place with Canaccord
Genuity or Peterhouse (as applicable).
The Company will deliver the Placing Shares in the form of
depositary interests to a CREST account operated by Canaccord
Genuity or Peterhouse (as applicable) as the Company's agent and
Canaccord Genuity or Peterhouse (as applicable) will enter its
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction by
Canaccord Genuity or Peterhouse (as applicable) will then allow
delivery of the relevant Placing Shares in the form of depositary
interests to that Placee against payment.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE.
THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED WHO
ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) AS AMED FROM TIME TO TIME (THE
"PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM,
INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN
CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER IMPLEMENTING
MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED
INVESTORS"); AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS DOCUMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS DOCUMENT 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 JURISDICTION ("RESTRICTED
JURISDICTION"). THIS DOCUMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS
DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED,
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE
IN ACCORDANCE WITH APPLICABLE LAWS. 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 AND, IF SENT IN RESPONSE TO THE INFORMATION
CONTAINED IN THIS DOCUMENT, WILL NOT BE ACCEPTED.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT HAS
NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES 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 SHARES. THE DISTRIBUTION OF THIS
DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO
WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE,
SUCH RESTRICTIONS.
No action has been taken by the Company or Canaccord Genuity
Limited ("Canaccord Genuity") or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this document or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required.
This document or any part of it does not constitute or form part
of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this document is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) does
not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this document.
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 or the South African Reserve
Bank; 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 Australia, Canada, Japan or
the Republic of 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 Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK 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: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this document should seek appropriate advice before taking
any action.
The terms and conditions set out in this document apply to
persons making an offer to acquire Placing Shares through Canaccord
Genuity as agent of the Company. Each Placee hereby agrees with
Canaccord Genuity and the Company to be bound by the terms and
conditions set out in this document as being the terms and
conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if Canaccord Genuity
confirms to such Placee its allocation of Placing Shares. Each
Placee will be deemed to have read and understood this document in
its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this document.
Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares is being or will be
made.
This document may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings, the effect of
operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this document by or on behalf of
the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
document to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity or any of its
respective affiliates, agents, directors, officers, consultants,
partners or employees as to, or in relation to, the accuracy or
completeness of this document or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
In this document, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing by
Canaccord Genuity and on whose behalf a commitment to subscribe for
Placing Shares has been given.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the UK who acquires any
Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation;
2.2 it is a person: (i) having professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the FPO; or who
falls within the definition of "high net worth companies,
unincorporated associations etc" in Article 49(2)(a) to (d) of the
FPO;
3. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
3.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
3.2 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:
3.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Canaccord Genuity has been given to the offer or
resale; or
3.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
document;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this document;
6. it will be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be issued or
acquired; and
7. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this document and any
information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date on
which this document is received by the Placee (the "Publicly
Available Information") and subject to any further terms set forth
in the trade confirmation or contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this document is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Canaccord Genuity, the Company or any other person and none of
Canaccord Genuity or the Company or any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity (acting as bookrunner to the Company) will
enter into the Placing Agreement with the Company under which, on
the terms and subject to the conditions set out in the Placing
Agreement, Canaccord Genuity as agent for and on behalf of the
Company will agree to use its reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price. The Placing is
not being underwritten by Canaccord Genuity or any other
person.
The Placing Shares will, when issued or transferred, be subject
to the Articles and credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of
the Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place at 8:00 a.m. on or
around 22 April 2021 and that dealings in the Placing Shares on AIM
will commence, and settlement of the Placing Shares will occur, at
the same time.
Principal terms of the Placing
Canaccord Genuity is acting as bookrunner to the Placing, as
agent for and on behalf of the Company. Canaccord Genuity is a
member of the London Stock Exchange and is authorised and regulated
in the United Kingdom by the FCA and is acting exclusively for the
Company and no one else (including the recipient of this document)
in connection with the matters referred to in this document and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Canaccord
Genuity or for providing advice in relation to the matters
described in this document.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Canaccord Genuity to
participate. Canaccord Genuity and any of its respective affiliates
are entitled to participate in the Placing as principal.
The final number of Placing Shares to be placed and the price at
which each Placing Share is to be placed will be agreed by
Canaccord Genuity and the Company (the "Placing Price"). The
Placing Price is payable to Canaccord Genuity by all Placees (as
agent of the Company).
Each Placee's allocation of Placing Shares will be determined by
Canaccord Genuity in its discretion and will be confirmed orally or
in writing (which can include email) by Canaccord Genuity. That
oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Company and Canaccord Genuity,
under which it agrees to acquire the number of Placing Shares
allocated to the Placee at the Placing Price and otherwise on the
terms and subject to the conditions set out in this document and in
accordance with the Articles. Except with Canaccord Genuity's
written consent, such commitment will not be capable of variation
or revocation at the time at which it is submitted.
Each Placee's allocation and commitment will be evidenced by a
trade confirmation or contract note issued to such Placee by
Canaccord Genuity. The terms of this document will be deemed
incorporated in that trade confirmation or contract note.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
All obligations of Canaccord Genuity under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Placing, each Placee will agree 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.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Canaccord Genuity, (b) any of Canaccord
Genuity's affiliates, agents, directors, officers, consultants, (c)
to the extent not contained within (a) and (b), any person
connected with Canaccord Genuity as defined in FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of
Canaccord Genuity), (d) any person acting on behalf of Canaccord
Genuity, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Canaccord Genuity nor any of its affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Canaccord Genuity and the Company may agree.
Depositary Interests
The Company has entered into depositary arrangements to enable
investors to settle and pay for interests in the Ordinary Shares
through the CREST System. Pursuant to arrangements put in place by
the Company, the Depositary will hold the Ordinary Shares on trust
for the Shareholders and issue dematerialised Depositary Interests
to individual Shareholders' CREST accounts representing the
underlying Ordinary Shares. The Depositary Interests will be
independent securities constituted under English law which may be
held and transferred through the CREST system.
In relation to Ordinary Shares held by Shareholders in
uncertificated form, although the Company's register shows the
custodian as the legal holder of the Ordinary Shares, the
beneficial interest in the Ordinary Shares remains with the holder
of Depositary Interests, who has the benefit of all the rights
attaching to the Ordinary Shares as if the holder of Depositary
Interests were named on the certificated Ordinary Share register
itself.
Each Depositary Interest will be represented as one Ordinary
Share, for the purposes of determining, for example, eligibility
for any dividends. The Depositary Interests will have the same ISIN
number as the underlying Ordinary Shares. The Depositary Interests
can then be traded and settlement will be within the CREST system
in the same way as any other CREST securities.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a trade confirmation or contract note by Canaccord
Genuity, which will confirm the number of Placing Shares allocated
to them, the Placing Price, the aggregate amount owed by them to
Canaccord Genuity (as agent of the Company) and settlement
instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Canaccord Genuity in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN:
VGG4392T1075) will take place through Depositary Interests within
the CREST system, subject to certain exceptions.
Settlement through CREST is expected to take place in respect of
Depositary Interests representing the Placing Shares on or around
22 April 2021 unless otherwise notified by Canaccord Genuity and
Admission of the Placing Shares is expected to occur at 8:00 a.m.
on or around 22 April 2021, unless otherwise notified by Canaccord
Genuity.
Settlement will be on a delivery versus payment basis. However,
in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Canaccord Genuity may agree that the
Placing Shares should be issued in certificated form. Canaccord
Genuity 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, in respect of either Depositary Interests representing
Placing Shares in CREST or certificated deliveries of Placing
Shares, at the rate of 2 percentage points above prevailing LIBOR
as determined by Canaccord Genuity.
Each Placee agrees that, if it does not comply with these
obligations Canaccord Genuity may sell, charge by way of security
(to any funder of Canaccord Genuity) or otherwise deal with any or
all of their Placing Shares on their behalf and retain from the
proceeds, for Canaccord Genuity's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due and any costs and expenses properly incurred by
Canaccord Genuity as a result of the Placee's failure to comply
with its obligations. The relevant Placee will, however, remain
liable for any shortfall below the amount owed by it and for any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of their Placing Shares on
their behalf. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until such time as it
has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional 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 United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Canaccord Genuity under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:
-- none of the warranties contained in the Placing Agreement
being untrue or inaccurate as at, and no breach of any warranty
having occurred prior to Admission and at all times after the date
of the Placing agreement but before Admission;
-- the Company having complied with its obligations under the
Placing Agreement which fall to be performed prior to
Admission;
-- the Placing Agreement not having been terminated in
accordance with its terms; and
-- Admission having become effective at or before 8.00 a.m. on
22 April 2021 (or such later date as the Company and Canaccord
Genuity may agree, in any event being not later than the Long Stop
Date),
(all conditions to the obligations of Canaccord Genuity included
in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods or the Placing
Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by
Canaccord Genuity, in its absolute discretion. Any such extension
or waiver will not affect Placees' commitments.
Canaccord Genuity may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Canaccord Genuity or the Company or any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them 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
Canaccord Genuity.
On the assumption that the conditions set out in the Placing
Agreement are satisfied (or waived) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms,
each Placee will be required to pay to Canaccord Genuity, on the
Company's behalf, the Placing Price for each Placing Share agreed
to be acquired by it under the Placing in accordance with the terms
set out herein.
Each Placee's obligation to acquire and pay for Placing Shares
under the Placing will be owed to the Company and Canaccord
Genuity. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity, to pay to it (or as
it may direct) in cleared funds an amount equal to the product of
the Placing Price and the number of Placing Shares that such Placee
has agreed to subscribe and/or purchase.
Termination of the Placing
Canaccord Genuity may terminate the Placing Agreement, in
accordance with its terms, at any time prior to Admission if, inter
alia:
-- there is a breach of any of the warranties or any of the
other obligations on the part of the Company under the Placing
Agreement or an event or circumstance has taken place or arisen
which renders any of the Warranties untrue, inaccurate or
misleading, which in either case is material in the context of the
Placing; or
-- the Company fails to comply with its obligations under the
Placing Agreement or the terms of the Placing, which Canaccord
Genuity considers (acting reasonably) to be material in the context
of the Placing; or
-- any statement contained in the Placing Documents is
discovered to be untrue, incorrect or misleading; or
-- any other occurrence of any kind which (by itself or together
with any other such occurrence) is, in the opinion of Canaccord
Genuity, likely to materially and adversely affect the market's
perception of the Company or the financial position or trading
position or prospects of the Company; or
-- any other crisis of international or national effect
including, without limitation, in relation to the spread of
Covid-19 in the UK, the British Virgin Islands or any other
territory in which the Company has assets or operations and/or the
material worsening of economic conditions in the UK, the British
Virgin Islands or any other territory in which the Company has
assets or operations as a result of the Covid-19 pandemic, which,
in any case, in the opinion of Canaccord (acting in good faith) is
materially adverse to the Placing or Admission and is likely to
render the Placing or Admission, temporarily or permanently,
impracticable or inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this document shall cease and terminate at
such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Canaccord Genuity that the exercise by the Company or
Canaccord Genuity of any right of termination or any other right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or Canaccord Genuity and that
neither the Company nor Canaccord Genuity need make any reference
to such Placee and that none of Canaccord Genuity or the Company,
or any of their respective affiliates, agents, directors, officers
or employees shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by
it.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where Canaccord
Genuity expressly agrees in writing to the contrary):
1. it has read and understood this document in its entirety and
that its acquisition of the Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the Publicly Available
Information;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Regulation or the UK Prospectus Regulation or other applicable law;
and (b) has been or will be prepared in connection with the
Placing;
4. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and UK MAR,
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 that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
5. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of Canaccord Genuity or the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the Publicly Available
Information; nor has it requested of Canaccord Genuity, the Company
or any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them to
provide it with any such information;
6. neither Canaccord Genuity nor any person acting on behalf of
it or any of its affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available 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;
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
(b) none of Canaccord Genuity or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Canaccord
Genuity or any person acting on behalf of Canaccord Genuity may
have conducted with respect to the Company, the Placing or the
Placing Shares;
7. the Publicly Available Information has been prepared by and
is exclusively the responsibility of the Company and neither
Canaccord Genuity nor any person acting on behalf of Canaccord
Genuity is responsible for or has or shall have any liability for
any information, representation, warranty or statement relating to
the Company contained in the Publicly Available Information nor
will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in the Publicly Available Information or
otherwise. Nothing in this document shall exclude any liability of
any person for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations;
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this document) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for and/or purchase of
Placing Shares; and
(e) has not taken any action which will or may result in the
Company, Canaccord Genuity or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing
or its acceptance of Placing Shares;
10. it was not located in the United States at the time the buy
order was originated and it represents that no directed selling
efforts (as defined in Regulation S under the Securities Act) were
made in connection with the Placing;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland, the Republic of
South Africa or any state or other jurisdiction of the United
States, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan, the
Republic of Ireland, the Republic of South Africa or any state or
other jurisdiction of the United States and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
12. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
13. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
15. it will not distribute, forward, transfer or otherwise
transmit this document or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
16. if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Placee will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue or transfer of the Placing Shares;
17. none of Canaccord Genuity or its respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of 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 it will not be a client
of Canaccord Genuity and Canaccord Genuity does not have any duties
or responsibilities to it for providing the protections afforded to
its clients 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;
18. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will make payment to Canaccord Genuity for the Placing Shares
allocated to it in accordance with the terms and conditions of this
document on the due times and dates set out in this document,
failing which the relevant Placing Shares may be placed with others
on such terms Canaccord Genuity may, in either case, in its
absolute discretion determine without liability to the Placee and
the Placee will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this document) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
19. no action has been or will be taken by any of the Company,
Canaccord Genuity or any person acting on their behalf that would,
or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such
action for that purpose is required;
20. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither Canaccord Genuity 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 acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and Canaccord Genuity in respect of the
same (including any interest or penalties) on the basis that the
Placing Shares will be allotted to a CREST stock account of
Canaccord Genuity who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
21. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and Canaccord
Genuity for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
22. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
23. (if within the United Kingdom) it and any person acting on
its behalf falls within Article 19(5) and/or 49(2) of the FPO and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
24. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or a Relevant
Member State except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise than in circumstances which have not resulted and which
will not result in an offer to the public in the United Kingdom
within the meaning of section 85(1) of the FSMA or within the
meaning of the UK Prospectus Regulation, or an offer to the public
in any Relevant Member State of the EEA within the meaning of the
Prospectus Regulation and which will not result in any requirement
for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the Prospectus Regulation;
25. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant Member State, it is a Qualified
Investor as defined in Article 2(e) of the Prospectus
Regulation;
26. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
document is not being issued by Canaccord Genuity as an authorised
person under section 21 of FSMA and therefore is not subject to the
same controls applicable to a financial promotion made by an
authorised person;
27. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
28. its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
29. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom or Relevant Member State other than Qualified Investors, or
in circumstances in which the express prior written consent of
Canaccord Genuity has been given to the offer or resale;
30. it has neither received nor relied on any inside information
(for the purposes of UK MAR and section 56 of the Criminal Justice
Act 1993 or other applicable law) about the Company in accepting
this invitation to participate in the Placing;
31. if it has received any confidential inside information (for
the purposes of UK MAR and section 56 of the Criminal Justice Act
1993 or other applicable law) about the Company in advance of the
Placing, it has not (i) dealt (or attempted to deal) in the
securities of the Company, (ii) encouraged, recommended or induced
another person to deal in the securities of the Company, or (iii)
disclosed such information to any person, prior to the information
being made publicly available;
32. neither Canaccord Genuity, nor any of its affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, previously published by or on behalf of the Company or
any other written or oral information made available to or publicly
available or filed information or any representation, warranty or
undertaking relating to the Company, and will not be liable for its
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this document or
elsewhere, provided that nothing in this paragraph shall exclude
any liability of any person for fraud;
33. none of Canaccord Genuity, the Company, any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf 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 nor providing advice
in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of Canaccord Genuity's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
34. acknowledges and accepts that Canaccord Genuity may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for any and all purposes and,
except as required by applicable law or regulation, Canaccord
Genuity will not make any public disclosure in relation to such
transactions;
35. Canaccord Genuity and its respective affiliates, acting as
an investor for its or their own account(s), may bid or subscribe
for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their
own account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this document to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Canaccord Genuity and/or
any of its respective affiliates, acting as an investor for its or
their own account(s). Neither Canaccord Genuity nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
36. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering Regulations 2017 (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;
37. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the UK MAR and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
38. it is not a person: (i) with whom transactions are
prohibited under the US 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; (ii) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (iii) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by
the United Nations or other applicable law;
39. in order to ensure compliance with the Money Laundering
Regulations 2017, Canaccord Genuity (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Canaccord Genuity or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Canaccord
Genuity's absolute discretion or, where appropriate, delivery to it
of Depositary Interests representing the Placing Shares in
uncertificated form may be delayed at Canaccord Genuity's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity Canaccord Genuity (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, Canaccord Genuity and/or the Company may, at
their absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this document and in the form of
trade confirmation or contract notes will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or Canaccord Genuity's conduct of the Placing;
41. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
42. it irrevocably appoints any duly authorised officer of
Canaccord Genuity as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this document;
43. the Company, Canaccord Genuity and others (including each of
their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Canaccord Genuity, on its own behalf and on behalf of
the Company and are irrevocable;
44. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
45. time is of the essence as regards its obligations under this document;
46. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Canaccord Genuity;
47. the Placing Shares will be issued subject to the terms and
conditions of this document;
48. it irrevocably authorises the Company and Canaccord Genuity
to produce this document pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this document;
49. it acknowledges that the basis of allocation will be
determined by Canaccord Genuity at its absolute discretion. The
right is reserved to reject in whole or in part and/or scale back
any participation in the Placing; and
50. these terms and conditions in this document and all
documents into which this document is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Canaccord
Genuity 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Canaccord Genuity and each of their respective affiliates,
agents, directors, officers and employees 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 given by the Placee (and any person acting on such
Placee's behalf) in this document or incurred by Canaccord Genuity
or the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of
the Placee's obligations as set out in this document, and further
agrees that the provisions of this document shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to the allotment and issue of Placing Shares to Placees, or
such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not
being acquired 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
related to any other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Canaccord Genuity
shall be responsible for such stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and
they should notify Canaccord Genuity accordingly. In addition,
Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Placing Shares or the agreement by them to acquire any
Placing Shares and each Placee, or the Placee's nominee, in respect
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, transfer or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer
or similar taxes or duties undertakes to pay such taxes and duties,
including any interest and penalties (if applicable), forthwith and
to indemnify on an after-tax basis and to hold harmless the Company
and Canaccord Genuity in the event that either the Company and/or
Canaccord Genuity has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this document are given to Canaccord
Genuity for itself and on behalf of the Company in Canaccord
Genuity's capacity as agent for it and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Canaccord Genuity does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord Genuity may (in its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Canaccord Genuity, any money held in an account with
Canaccord Genuity 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 relevant rules and regulations of the FCA made
under FSMA. Each 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 Canaccord
Genuity's money in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
All times and dates in this document may be subject to
amendment.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any market, stock exchange or
other facility other than AIM.
The rights and remedies of Canaccord Genuity and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this document.
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser ("Nomad") to the Company in connection
with the Placing, the terms of which have been agreed solely
between the Company and its Brokers, and will not be acting for any
other person or otherwise be responsible to any person for
providing the protections afforded to clients of Beaumont Cornish
or for advising any other person in respect of the matters set out
in this announcement or any transaction, matter or arrangement
referred to in this announcement. Beaumont Cornish's
responsibilities as the Company's Nomad are owed solely to London
Stock Exchange and are not owed to the Company or to any Director
or to any other person in respect of his or her decision to acquire
any shares in the Company.
DEFINITIONS USED IN THIS DOCUMENT
"Admission" the admission of the New Shares to
trading on AIM becoming effective in
accordance with the AIM Rules
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange, as amended
from time to time
"Articles" the articles of association of the
Company
"Canaccord Genuity" Canaccord Genuity Limited (registered
in England and Wales with registered
number 01774003) whose registered office
is at 88 Wood Street, London EC2V 7QR
"certificated" or "in an Ordinary Share which is not in uncertificated
certificated form" form (that is, not in CREST)
"Company" Helium One Global Ltd, a limited company
(incorporated and registered in the
British Virgin Islands with BVI company
number 1888591) whose registered office
is at PO Box 957, Offshore Incorporation
Centre, Road Town, Tortola, BVI
"Companies Act" the Companies Act 2006 as amended
"CREST" the computerised settlement system
operated by Euroclear which facilitates
the transferring of title to shares
in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
"Depositary" any person appointed by the Company
as a depositary or custodian of the
Ordinary Shares from time to time
"Depositary Interests" the interests representing the Ordinary
Shares issued through the Depositary
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 499,762,065 Ordinary Shares in
issue as at the date of this document
"FCA" the Financial Conduct Authority
"FPO" the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005, as amended
"FSMA" the Financial Services and Markets
Act 2000, as amended
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 22 May 2021
"MAR" the Market Abuse Regulation (EU/596/2014)
"Money Laundering Regulations the Money Laundering, Terrorist Financing
2017" and Transfer of Funds (Information
on the Payer) Regulations 2017
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company and including,
where the context permits, Depositary
Interests representing such Ordinary
Shares
"Placee" a person who is invited to and who
chooses to participate in the Placing
"Placing" the placing of the Placing Shares with
Placees at the Placing Price on and
subject to the terms and conditions
set out in this document
"Placing Agreement" the conditional agreement dated 15
April 2021 between the Company and
Canaccord Genuity relating to the Placing
"Placing Price" the price at which each Placing Share
is to be placed as agreed by Canaccord
Genuity and the Company
"Placing Shares" the new Ordinary Shares to be issued
by the Company in connection with the
Placing and including, where the context
permits, Depositary Interests representing
such Placing Shares to be held in uncertificated
form
"Prospectus Regulation" the Prospectus Regulation (Regulation
(EU) 2017/1129) as amended from time
to time
"Regulation S" Regulation S under the Securities Act
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website,
http://www.fca.org.uk/
"Securities Act" the United States Securities Act of
1933, as amended
"Shareholders" holders from time to time of Ordinary
Shares
"uncertificated " or recorded on a register of securities
"in uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
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,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political
subdivision thereof
"UK MAR" MAR as it applies in England and Wales
from time to time as retained, amended,
extended or re-enacted on or after
31 December 2020
"UK Prospectus Regulation" the Prospectus Regulation as it applies
in England and Wales from time to time
as retained, amended, extended or re-enacted
on or after 31 December 2020
"US Person" has the meaning ascribed to that term
in Regulation S under the Securities
Act
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END
IOELELLFFZLZBBD
(END) Dow Jones Newswires
April 16, 2021 02:00 ET (06:00 GMT)
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