TIDMJLP
RNS Number : 9674W
Jubilee Metals Group PLC
15 December 2023
Jubilee Metals Group PLC
("Jubilee" or "the Company" or "the Group")
Registration number (4459850)
Altx share code: JBL
AIM share code: JLP
ISIN: GB0031852162
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY .
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF JUBILEE METALS GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING.
15 December 2023
Proposed Placing to raise approximately GBP10 million
The Company announces its intention to conduct a conditional
placing of new ordinary shares in the Company ("Ordinary Shares")
to raise gross proceeds of approximately GBP10 million
(approximately US$12 million), before expenses, by way of the issue
of new ordinary shares in the capital of the Company (the
"Placing") to new and existing eligible investors at a price of 5.5
pence per share (the "Placing Price").
The following sets out the background to, and the reasons for,
the Placing and explains why the Directors consider the Placing to
be in the best interests of the Company and its Shareholders as a
whole.
Background
As announced on 12 December 2023 (the "JV Announcement"),
Jubilee executed a binding agreement, subject to certain
conditions, to progress the strategic investment into a historical
copper waste rock dump in Zambia. Early estimates suggest that
there could be as much as 350 million tonnes of waste rock material
on surface, with preliminary surface sampling returning grades of
1.5% copper (the "Project"). In addition, on the same date, the
Company announced a binding term sheet with Abu Dhabi based
International Resources Holding RSC Limited ("IRH"). Subject to due
diligence, and internal consents, it is intended that Jubilee and
IRH will form a dedicated special purpose vehicle ("the SPV")
before the end of January 2024, through which both the acquisition
of the copper waste rock asset and the implementation of the
processing solution will be funded. Jubilee will hold a minimum of
30% funded position of the SPV. In addition, Jubilee will be
appointed to manage the date to day operation of the SPV as well as
be appointed to design, implement and operate the process solution.
The consideration for the acquisition of the waste rock dump is
US$30 million, which is to be paid in instalments over a period of
18 months (with an initial payment of US$1.75 million) and project
costs are anticipated to be in the order of US$50 million assuming
the implementation of only four copper processing units capable of
producing an approximate 20 000 tonnes of copper units per annum
from historical waste ("Green Copper"). Further details of these
arrangements are set out in the JV Announcement.
This Green Copper Project is in addition to the existing
capitalisation and ramp-up of copper production through the
implementation of Jubilee's integrated Roan concentrator and Sable
refinery copper operations, as well as the current expansion of its
chrome operations in South Africa.
The targeted capital raise specifically focusses on this new
Project to enable the accelerated implementation of the Project
while maintaining the investment into the expansion of the existing
copper and chrome operations.
Use of Proceeds
The Company is seeking to raise approximately GBP10 million
(approximately US$12 million), before expenses, specifically
targeting its Zambian Copper operations, in order to:
-- Pay the initial payment of US$1.75 million, due under the
agreement for the acquisition of the copper waste rock dump
announced on 12 December 2023 detailed above and progress resource
and process design (a total of c.US$4.5m).
-- Expand the sulphide recovery circuits at the Company's Sable
Refinery to accommodate increased sulphide concentrate production
from newly acquired projects (c.US$5.7m).
-- Progress the project development phase of the Mufulira slag
project, with early-stage bulk trial and processing
(c.US$2.5m).
-- For general working capital purposes.
Placing Details
-- Placing of new Ordinary Shares to raise approximately GBP10
million ( approximately US$12 million) (before expenses).
-- Placing to be conducted via an accelerated bookbuild process
launching immediately following this Announcement.
-- The Placing is conditional upon the passing of the Resolution at the General Meeting.
-- The Placing Shares, assuming full take-up and completion of
the Placing, will represent approximately 6.23 per cent. of the
Enlarged Share Capital.
-- The Placing Price represents:
o a zero per cent. discount to the 30-day volume-weighted
average price; and
o a discount of approximately 19 per cent. to the Closing Price
of 6.8 pence per Ordinary Share on 14 December 2023, being the
latest practicable date prior to the publication of this
Announcement.
Leon Coetzer, CEO of Jubilee, commented:
"Jubilee's copper portfolio continues to expand in Zambia as
demonstrated by our ability to secure what we believe to be the
best waste rock projects. The partnership announced recently with
Abu Dhabi based IRH is a hugely exciting new venture which has the
potential to catapult our growth and copper production profile.
This partnership affords Jubilee the opportunity to accelerate its
copper from waste production profile without the associated capital
burden.
The money raised will allow us to accelerate the manufacturing
of our new copper modules on these new projects and importantly
secure the long lead items with suppliers in what is a tight market
for key materials. The funds will also allow us to expand our plant
at Sable by increasing the copper sulphide capacity to meet the
increase in volumes.
This proposed fundraise is in addition to our existing funded
growth projects in South Africa and Zambia. By fast-tracking this
new waste rock project, we will be able to bring forward production
and revenues quicker than funding from existing cash flow."
The Placing
The Placing is being conducted by WH Ireland and Joh. Berenberg,
Gossler & Co. KG, London Branch ("Berenberg") as joint brokers
and joint bookrunners in relation to the Placing (the "Joint
Brokers"). A placing agreement has been entered into between the
Company and the Joint Brokers in connection with the Placing (the
"Placing Agreement").
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will open with immediate effect
following the release of this Announcement, in accordance with the
terms and conditions set out in Appendix III to this
Announcement.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares to be issued pursuant to the
Placing is expected to be made in due course.
The Placing is not being underwritten and the allotment and
issue of the Placing Shares is conditional, inter alia, upon:
-- the passing, without amendment, of the Resolution, at the General Meeting;
-- Admission becoming effective by no later than 8.00 a.m. on 4
January 2024 (or such other time and/or date, being no later than
8.00 a.m. on 15 February 2024, as the Joint Brokers and the Company
may agree);
-- the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
-- the Placing Agreement not having been terminated in
accordance with its terms prior to Admission .
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares then
in issue, including the right to receive all future distributions,
declared, paid or made in respect of the Ordinary Shares from the
date of Admission. The Placing Shares will represent approximately
6.23 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is
expected that Admission will become effective, and dealing in the
Placing Shares will commence, at 8.00 a.m. (London time) on 4
January 2024 .
The Joint Brokers have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including
(but not limited to): in the event that any of the warranties set
out in the Placing Agreement are not true and accurate when given
or the Company fails to comply with any of its obligations prior to
Admission. The Joint Brokers may also terminate the Placing
Agreement if there has been a material adverse change in national
or international financial, political, economic, monetary or stock
market conditions (primary or secondary) or an imposition of or
compliance with any law or governmental or regulatory order, rule,
regulation, restriction or direction which, in the opinion of the
Joint Brokers, makes it impractical or inadvisable to proceed with
the Placing or Admission. If this termination right is exercised or
if the conditionality in the Placing Agreement is not satisfied,
the Placing will not proceed.
The timing of the closure of the Bookbuild, the number of
Placing Shares and the allocation of the Placing Shares between
Placees is to be determined at the discretion of the Company and
the Joint Brokers.
A further announcement will be made following the closure of the
Bookbuild, confirming the results of the Placing and a circular
convening the General Meeting to consider the Resolution is
expected to be despatched shortly thereafter.
The expected timetable of principal events in connection with
the Placing is set out in Appendix I to this Announcement.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix II of this Announcement, unless the context requires
otherwise.
For further information, please contact:
Jubilee Metals Group PLC Tel: +27 (0) 11 465 1913
Leon Coetzer (CEO) / Neal Reynolds
(CFO)
PR & IR Adviser - Tavistock Tel: +44 (0) 20 7920
3150
Jos Simson/ Gareth Tredway
Nominated Adviser - SPARK Advisory Tel: +44 (0) 20 3368
Partners Limited 3555
Andrew Emmott/ James Keeshan
Joint Broker - Berenberg Tel: +44 (0) 20 3207
7800
Matthew Armitt/ Jennifer Lee/ Detlir
Elezi
Joint Broker - WH Ireland Tel: +44 (0) 20 7220
1670/
Harry Ansell/ Katy Mitchell +44 (0) 113 394 6618
JSE Sponsor - Questco Corporate Tel: +27 (0) 11 011 9212
Advisory Proprietary Limited
Alison McLaren
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy, planned work at the
Company's projects and the expected results of such work, mineral
grades and mineral reserve and resource estimates . By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor WH Ireland Limited nor any of their
respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
SPARK Advisory ("SPARK"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser
exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
SPARK by the Financial Services and Markets Act 2000, as amended
("FSMA") or the regulatory regime established thereunder, SPARK
accepts no responsibility whatsoever, and makes no representation
or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this Announcement, whether as
to the past or the future. SPARK accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this Announcement or any such
statement. The responsibilities of SPARK as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
Berenberg, which is authorised by the German Federal Financial
Supervisory Authority (BaFin) and authorised and subject to limited
regulation in the United Kingdom by the FCA, is acting as broker
exclusively for the Company and no one else in connection with the
Placing and the contents of this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as its client in relation to the Placing nor will it be responsible
to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing. Apart from the responsibilities and liabilities, if any,
which may be imposed on Berenberg by FSMA or the regulatory regime
established thereunder, Berenberg accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. Berenberg accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker exclusively for the Company
and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the Placing nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WH Ireland by FSMA or the regulatory
regime established thereunder, WH Ireland accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, the United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the EU
Prospectus Regulation, or the UK Prospectus Regulation, (as the
case may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of securities 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
securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
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 EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
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 the Joint Brokers or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
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.
APPIX I
Expected Timetable of Principal Events
Announcement of the Placing 15 December 2023
Announcement of the results of 15 December 2023
the Placing
General Meeting 3 January 2024
Admission and commencement of at 8.00 a.m. on 4 January
dealing in Placing Shares 2024*
CREST accounts credited in respect on 4 January 2024*
of Placing Shares in uncertificated
form
Despatch of definitive share within 14 days of Admission*
certificates in respect of Placing
Shares to be issued in certificated
form
*conditional on the passing of the Resolution at the General
Meeting and the Placing Agreement otherwise having become
unconditional and not having been terminated in accordance with its
terms.
Each of the times and dates set out in the above timetable and
mentioned in this Announcement are subject to change by the
Company, in which event details of the new times and dates will be
notified to Placees by the Joint Brokers or by an announcement
through a Regulatory Information Service, as the case may be.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
;
Admission admission of the Placing Shares to
trading on AIM becoming effective in
accordance with the AIM Rules;
------------------------------------------------------------------------------------
AIM AIM, a market of that name operated
by the London Stock Exchange;
------------------------------------------------------------------------------------
AIM Rules the AIM Rules for Companies, as published
by the London Stock Exchange and amended
from time to time;
------------------------------------------------------------------------------------
Announcement this announcement (including the Appendices,
which form part of this announcement);
------------------------------------------------------------------------------------
Berenberg Joh. Berenberg, Gossler & Co. KG, London
Branch of 60 Threadneedle Street, London,
EC2R 8HP;
------------------------------------------------------------------------------------
Board or Directors the directors of the Company or any
duly authorised committee thereof;
------------------------------------------------------------------------------------
Bookbuild the accelerated bookbuild to be conducted
by the Joint Brokers pursuant to the
Placing Agreement and this Announcement;
------------------------------------------------------------------------------------
certificated or in certificated a share or other security not held
form in uncertificated form (that is, not
in CREST);
------------------------------------------------------------------------------------
Closing Price the closing middle market price of
an Existing Ordinary Share as derived
from the AIM Appendix to the Daily
Official List of the London Stock
Exchange;
------------------------------------------------------------------------------------
Company or Jubilee Jubilee Metals Group plc, a company
incorporated in England and Wales
with
company number 04459850 whose
registered
office is at 1st Floor, 7/8 Kendrick
Mews, London, SW7 3HG;
------------------------------------------------------------------------------------
CREST the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear UK & International
Limited, which facilitates the holding
and transfer of title to shares in
uncertificated form;
------------------------------------------------------------------------------------
CREST Regulations the Uncertificated Securities Regulations
2001 (as amended);
------------------------------------------------------------------------------------
Enlarged Share Capital the issued share capital of the Company
as enlarged by the issue of the Placing
Shares;
------------------------------------------------------------------------------------
Existing Ordinary Shares the 2,738,129,981 Ordinary Shares in
issue at the date of this
Announcement;
------------------------------------------------------------------------------------
EU Prospectus Regulation Regulation (EU) 2017/1129 of the
European
Parliament and Council of 14 June
2017
and any relevant implementing
measures
in any Member State of the European
Economic Area;
------------------------------------------------------------------------------------
Financial Conduct Authority the Financial Conduct Authority in
or FCA its capacity as the competent authority
for the purposes of Part IV of FSMA;
------------------------------------------------------------------------------------
FSMA the Financial Services and Markets
Act 2000 (as amended);
------------------------------------------------------------------------------------
General Meeting the general meeting of the Company
to be convened and held on 3 January
2024 (or any adjournment thereof);
------------------------------------------------------------------------------------
Group the Company and its subsidiaries;
------------------------------------------------------------------------------------
Joint Brokers WH Ireland Limited and Berenberg;
------------------------------------------------------------------------------------
London Stock Exchange London Stock Exchange plc;
------------------------------------------------------------------------------------
Ordinary Shares ordinary shares of 1 pence each in
the capital of the Company;
------------------------------------------------------------------------------------
Placees subscribers for Placing Shares;
------------------------------------------------------------------------------------
Placing the conditional placing of the Placing
Shares pursuant to the Placing Agreement;
------------------------------------------------------------------------------------
Placing Agreement the conditional agreement dated 15
December 2023 between the Company,
Berenberg and WH Ireland in connection
with the Placing;
------------------------------------------------------------------------------------
Placing Price 5.5p;
------------------------------------------------------------------------------------
Placing Shares the new Ordinary Shares to be issued
pursuant to the Placing;
------------------------------------------------------------------------------------
Publicly Available Information any information announced through a
Regulatory Information Service by or
on behalf of the Company on or prior
to the date of this Announcement;
------------------------------------------------------------------------------------
Regulatory Information one of the regulatory information services
Service authorised by the FCA to receive, process
and disseminate regulatory information;
------------------------------------------------------------------------------------
Qualified Investors in member states of the European Economic
Area, "qualified investors" within
the meaning of article 2(e) of the
EU Prospectus Regulation, and in the
UK, "qualified investors" within the
meaning of article 2(e) of the UK Prospectus
Regulation;
------------------------------------------------------------------------------------
Resolution the resolution to be proposed at the
General Meeting, which shall be the
resolution required to complete the
authority of the Directors to issue
the Placing Shares;
------------------------------------------------------------------------------------
Shareholders the holders of Ordinary Shares;
------------------------------------------------------------------------------------
uncertificated or in recorded on the register of members
uncertificated form of Jubilee as being held in
uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST;
------------------------------------------------------------------------------------
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland;
------------------------------------------------------------------------------------
UK Prospectus Regulation the EU Prospectus Regulation as it
forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018,
as amended;
------------------------------------------------------------------------------------
US$ dollars, the lawful currency of the
United States of America;
------------------------------------------------------------------------------------
WH Ireland W H Ireland Limited, a company
incorporated
in England and Wales with company
number
02002044 whose registered office is
situated at 24 Martin Lane, London
EC4R 0DR; and
------------------------------------------------------------------------------------
GBP, pounds, penny or sterling, the lawful currency of the
pence United Kingdom.
------------------------------------------------------------------------------------
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE JOINT BROKERS, QUALIFIED INVESTORS;
AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED
INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN,
IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION
IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR
INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT
IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS
APPIX AND 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 ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT 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. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE PLACING 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 A DISPOSAL OF THEIR SHARES.
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 or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the
Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of
English law by virtue of the European Union (Withdrawal) Act 2018
(as amended) were taken in respect of the Placing, with the result
that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (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) investors who meet
the criteria of professional clients and (b) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; such securities offer no guaranteed
income and no capital protection; and an investment in such
securities 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.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, the Joint Brokers
will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as
applicable; 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 or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares and should be read in their entirety. Each
Placee hereby agrees with the Joint Brokers and the Company to be
bound by these terms and conditions. A Placee shall, without
limitation, become so bound if the Joint Brokers confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and conditions set out in this Announcement and, to
the fullest extent permitted by law, will be deemed to have agreed
not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers and the Company have entered into a Placing
Agreement, under which the Joint Brokers have, on the terms and
subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is not being underwritten by the
Joint Brokers or any other person.
The number of the Placing Shares will be determined following
completion of the Placing. The timing of the closing of the Placing
and the number and allocation of Placing Shares, are at the
discretion of the Joint Brokers, following consultation with the
Company. Allocations will be confirmed orally or by email by the
Joint Brokers following the close of the Placing. A further
announcement confirming these details will then be made as soon as
practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles
, will be credited as fully paid and rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of
issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Placing Shares. Subject (amongst
other things) to the passing of the Resolution, it is expected that
settlement of any such shares and Admission will become effective
at 8.00 a.m. on 4 January 2024 and that dealings in the Placing
Shares will commence at that time.
Placing
The Joint Brokers will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by potential Placees at the Placing Price. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Brokers and the Company shall be entitled to effect
the Placing by such alternative method to the Placing as they may,
in their discretion, determine.
The principal terms of the Placing are as follows:
1. The Joint Brokers are arranging the Placing as agent for, and
Joint Brokers of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Brokers.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by the Joint Brokers, in consultation with the Company,
following completion of the Placing. The results of the Placing,
including the number of Placing Shares, will be announced on a
Regulatory Information Service following completion of the
Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at either of the
Joint Brokers. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe. Bids may be
scaled down by the Joint Brokers on the basis referred to in
paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Joint Brokers. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Joint Brokers, following consultation with the Company. Each
Placee's allocation will be confirmed to Placees orally, or by
email, by the Joint Brokers following the close of the Placing and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from either of
the Joint Brokers will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Joint Brokers and the Company, under which it agrees
to acquire by subscription the number of Placing Shares allocated
to it at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Articles. Except with the Joint Broker's consent, such
commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Placing detailing the results of the Placing and the
number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Joint Brokers may
choose not to accept bids and/or to accept bids, either in whole or
in part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Joint
Brokers may also, notwithstanding paragraphs 4 and 5 above, subject
to the prior consent of the Company, allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time.
9. A bid in the Placing will be made on the terms and subject to
the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with the Joint Broker's consent, will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Brokers or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
12. All obligations of the Joint Brokers under the Placing will
be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Joint Brokers, nor the Company, nor
any of their respective affiliates, agents, directors, officers or
employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. In particular, neither the Joint Brokers, nor the Company,
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Broker's conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Brokers and the Company may
determine.
15. The Placing is not subject to any minimum fundraising and no
element of the Placing is underwritten by the Joint Brokers or any
other person.
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 Joint Broker's obligations under the Placing Agreement are
conditional on, inter alia:
1. the Resolution having been duly passed at the General Meeting;
2. the delivery by the Company to the Joint Brokers of certain
documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
5. the issue and allotment of the Placing Shares, conditional only upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 4
January 2024 or such other date and time as may be agreed between
the Company and the Joint Brokers, not being later than 8.00 a.m.
on 15 February 2024 (the "Long Stop Date"); and
7. the Placing Agreement not having been terminated by the Joint
Brokers in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Brokers by the respective
time or date where specified (or such later time or date as the
Joint Brokers may notify to the Company, being not later than the
Long Stop Date); (ii) any of such conditions becomes incapable of
being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
The Joint Brokers may, at its discretion and upon such terms as
it thinks fit, waive, or extend the period for (subject to the Long
Stop Date), compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the condition relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Joint Brokers, the Company nor 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 they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally and, by participating in the Placing, each Placee agrees
that any such decision is within the absolute discretion of the
Joint Brokers.
Right to terminate the Placing Agreement
The Joint Brokers are entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are
not true and accurate or are misleading in any material respect
when given;
2. the Company has failed to comply with its material
obligations under the Placing Agreement in the period prior to
Admission;
3. any significant change or new matter arises, or is likely to
arise, as a result of which any of the conditions set out in the
Placing Agreement will not be satisfied or (if possible to be
waived) waived by the requisite time and/or date;
4. there has been any material change in, or any development
likely to involve a prospective material change in, or affecting,
the condition (financial, operational, legal or otherwise),
earnings, business, management, properties, assets, rights, results
of operations or prospects of any Group Company; or
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political,
financial or economic conditions or currency exchange rates or
foreign exchange controls which in the opinion of the Joint Brokers
has a material and adverse effect on the Placing or otherwise
render the Placing temporarily or permanently impracticable or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Brokers of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Brokers and that the
Joint Brokers need not make any reference to Placees in this regard
and that neither the Joint Brokers nor any of its respective
affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom or in any other jurisdiction. No
offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Publicly Available Information. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than the Publicly Available Information), representation, warranty,
or statement made by or on behalf of the Company or the Joint
Brokers or any other person and neither the Joint Brokers, the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Joint Brokers, the
Company or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Neither
the Company nor the Joint Brokers are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation or contract
note in accordance with the standing arrangements in place with the
Joint Brokers, stating the number of Placing Shares allocated to it
at the Placing Price, the aggregate amount owed by such Placee (in
pounds sterling) and a form of confirmation in relation to
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 the Joint Brokers in accordance with the standing CREST
settlement instructions which they have in place with the Joint
Brokers.
Settlement of transactions in the Placing Shares (ISIN:
GB0031852162) following Admission will take place within CREST
provided that, subject to certain exceptions, the Joint Brokers
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
Bank of England base rate as determined by the Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Brokers may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Broker's account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Joint Brokers on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax or securities transfer tax (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Joint Brokers such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Joint Brokers
lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Joint Brokers nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Brokers for
themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Joint Brokers of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Brokers and the Joint Brokers need not have
any reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Joint Brokers or the Company, or any of their respective officers,
directors, employees agents or advisers, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Brokers and the Company in relation
to its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, the Joint Brokers nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that 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
EU Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, (i) 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 Member
State of the European Economic Area which has implemented the EU
Prospectus Regulation or the UK, respectively, other than Qualified
Investors or in circumstances in which the prior consent of the
Joint Brokers has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA, or the UK respectively, other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Joint Brokers to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Joint Brokers is not acting for it or its clients, and
that the Joint Brokers will not be responsible for providing the
protections afforded to customers of the Joint Brokers or for
providing advice in respect of the transactions described
herein;
7. that 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 that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the Joint
Brokers 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, other than the information in
this Announcement and the Publicly Available Information; nor has
it requested any of the Joint Brokers, 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;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and 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 this
Announcement and the Publicly Available Information only;
11. that neither the Joint Brokers nor the Company nor 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;
12. that, unless specifically agreed with the Joint Brokers, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada,
Japan, New Zealand, the Republic of South Africa or a corporation,
partnership or other entity organised under the laws of Australia,
Canada, Japan, New Zealand, the Republic of South Africa and that
it will not (unless an exemption under the relevant securities laws
is applicable) offer, sell, renounce, transfer or deliver, directly
or indirectly, any of the Placing Shares in Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New
Zealand, the Republic of South Africa and each Placee acknowledges
that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of
Canada, that no prospectus has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or
the South African Reserve Bank and that the Placing Shares are not
being offered for sale and may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Joint Brokers 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;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Joint Brokers;
19. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Joint Brokers, it is a Qualified Investor;
21. that, unless otherwise agreed by the Joint Brokers, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23. that any money held in an account with the Joint Brokers (or
their respective nominees) on its behalf and/or any person acting
on its behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Joint
Brokers' (or their respective nominees') money in accordance with
such client money rules and will be used by the Joint Brokers in
the course of its own business and each Placee will rank only as a
general creditor of the Joint Brokers;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the requirements of Chapter 5 of
the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
27. that it appoints irrevocably any director of either of the
Joint Brokers as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Brokers nor the Company has considered its particular
objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint
Brokers and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Joint Brokers will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Brokers and
the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Brokers for itself
and on behalf of the Company and will survive completion of the
Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Joint Brokers to provide any legal, financial, tax
or other advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Brokers shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(information on the Payer) Regulations 2017 (as amended) and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA and (iii) it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the United States Department of
State; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party
as required by the Regulations and has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Brokers such evidence, if any, as to the
identity or location or legal status of any person which the Joint
Brokers may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Joint Brokers on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed
for by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as the Joint Brokers may decide in its
absolute discretion;
35. that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or the UK Prospectus
Regulation of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stock, broker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Brokers in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Brokers;
39. that the Joint Brokers owe no fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
40. that the Joint Brokers may, in their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares;
42. undertakes that it (and any person acting on its behalf)
will make payment in respect of the Placing Shares allocated to it
in accordance with this Appendix on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other acquirers or sold as the Joint Brokers may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear any
stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties) which may arise upon the sale of
such Placee's Placing Shares;
43. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire, and that the Joint Brokers
and/or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; and
44. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Brokers and their respective affiliates
will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Joint Brokers for themselves and on behalf
of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Brokers.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Joint Brokers will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Brokers in the event that any of
the Company and/or the Joint Brokers have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Joint Brokers accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Joint Brokers shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Brokers or by any of its respective affiliates or agents as
to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEGLBDDISBDGXU
(END) Dow Jones Newswires
December 15, 2023 02:00 ET (07:00 GMT)
Jubilee Metals (LSE:JLP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Jubilee Metals (LSE:JLP)
Historical Stock Chart
From Nov 2023 to Nov 2024
