TIDMMIRL
RNS Number : 0556Y
Minera IRL Limited
24 February 2012
For Immediate Release 24 February 2012
Minera IRL Limited enters into a C$30 million Agency
Agreement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
London, 24 February 2012: Minera IRL Limited ("Minera IRL" or
the "Company"), (TSX:IRL) (AIM:MIRL) (BVL:MIRL) is pleased to
announce that it has entered into an agency agreement for up to
C$30.0 million with a syndicate led by RBC Capital Markets as sole
global bookrunner ("RBC" or the "Bookrunner") and Jennings Capital
and Haywood Securities (the "Principal Agents"), with Collins
Stewart Europe Limited and FinnCap Limited as special selling group
members (the "Special Agents" together with the Principal Agents
collectively, the "Agents"), with respect to its previously
announced offering of the Company's ordinary shares (the
"Offering"). Pursuant to the Offering, the Company will issue up to
26,600,000 ordinary shares at a price of C$1.13 (72p per ordinary
share, converted at the Bank of Canada daily noon rate on 23
February, 2012 and rounded to the nearest penny) per ordinary share
and receive aggregate gross proceeds of up to C$30.0m
(approximately GBP19.2million).
The closing of the Offering is expected to occur on or about 5
March, 2012, or such other date as the Company and the Bookrunner
may agree in writing (the "Closing Date").
In addition, the Company has granted to the Agents an option to
purchase, at the Agents' election, up to an additional number of
ordinary shares that is equal to 10% of the number of ordinary
shares sold under the Offering. Such option is exercisable, in
whole or in part, at any time during the 30 day period immediately
following the Closing Date.
A final prospectus containing important information relating to
the Offering will be filed with the securities commissions or
similar authorities in each of the provinces of Canada except
Quebec. The Company will also apply for admission of the ordinary
shares to be issued pursuant to the Offering to trading on AIM. It
is expected that such admission will become effective and that
dealings will commence on 5 March, 2012. The Offering is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals, including regulatory approval and the
approval of the Toronto Stock Exchange.
The Company intends to use the net proceeds of the Offering,
together with its existing cash resources to complete the
exploration and development tunnel, feasibility study and further
exploration programmes at Ollachea, to undertake brownfield
exploration, permitting and detail engineering at Don Nicolas and
conduct exploration programmes in the wider Patagonia region with
the remainder for working capital and general corporate
purposes
"This successful fund raising is another significant step
forward in Minera IRL's goal of becoming a mid-tier gold producer."
said Courtney Chamberlain, Executive Chairman of Minera IRL. "The
funds raised, along with the strong cash flow generated by our
Corihuarmi Gold Mine in Peru, will contribute toward bringing the
Don Nicolas assets in Argentina into production next year,
continuing our strong exploration program and advancing our
flagship Ollachea project to the feasibility stage in the second
half of this year. We are delighted by the overwhelming response
from existing and new shareholders and we look forward to
delivering on our plan of having three producing gold mines in
2014."
For more information please contact:
Minera IRL
Trish Kent, Vice President, Corporate Relations + 511 418 1230
RBC Capital Markets (Sole Global Bookrunner
and Co-broker, London)
Stephen Foss
Martin Eales +44 (0)20 7653 4000
Collins Stewart Europe Limited(Nominated Adviser
& Broker, London)
John Prior
Adam Miller + 44 (0)20 7523
Sebastian Jones 8350
finnCap (Co-broker, London)
Geoff Nash (Corporate Finance)
Matthew Robinson (Corporate Finance) + 44 (0)20 7600
Joanna Weaving (Corporate Broking) 1658
Buchanan (Financial PR, London)
Bobby Morse
James Strong +44 (0)20 7466 5000
Minera IRL Limited is the TSX, AIM and BVL, Lima listed holding
company of precious metals mining and exploration companies focused
in Latin America. Minera IRL is led by an experienced senior
management team with extensive industry experience, particularly in
operating in South America. The Group operates the Corihuarmi Gold
Mine and the emerging Ollachea Gold Project in Peru as well as the
Don Nicolas Project in Argentina. For more information, please
visit www.minera-irl.com
The Toronto Stock Exchange neither approves nor disapproves the
information contained in this News Release.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be offered or sold
in the United States unless the securities are registered under the
U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any state in the United States in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Information
This press release contains certain forward-looking information.
All information, other than information regarding historical fact,
that addresses activities, events or developments that Minera
believes, expects or anticipates will or may occur in the future is
forward-looking information. Forward-looking information contained
in this press release includes, but may not be limited to, mineral
resource estimates and the anticipated exploration and development
activities of Minera, the gross proceeds raised under the Offering,
the filing of a final prospectus, the timing of completion of the
Offering obtaining requisite approvals for the Offering including
but not limited to obtaining a receipt for the final prospectus.
The foregoing and any other forward-looking information contained
in this press release reflects the current expectations,
assumptions or beliefs of Minera based on information currently
available to Minera. With respect to the forward-looking
information contained in this press release, Minera has made
assumptions regarding, among other things: general business
conditions; and it has also been assumed that no significant events
occur outside of the normal course of Minera's business.
Such forward-looking information is subject to a number of risks
and uncertainties that may cause actual results or events to differ
materially from current expectations, including: risks normally
incidental to exploration and development of mineral properties;
uncertainties in the interpretation of results from drilling and
test work; uncertainty of mineral resources estimates; and future
unforeseen liabilities and other factors.
Any mineral resource figures referred to in this press release
are estimates and no assurances can be given that the indicated
levels of minerals will be produced. Such estimates are expressions
of judgment based on knowledge, mining experience, analysis of
drilling results and industry practices. Valid estimates made at a
given time may significantly change when new information becomes
available. Mineral resource estimates by their nature are imprecise
and depend, to a certain extent, upon statistical inferences which
may ultimately prove unreliable. If such mineral resource estimates
are inaccurate or are reduced in the future, this could have a
material adverse impact on Minera. Due to the uncertainty that may
be attached to inferred mineral resources, it cannot be assumed
that all or any part of an inferred mineral resource will be
upgraded to an indicated or measured mineral resource as a result
of continued exploration.
Forward-looking information speaks only as of the date on which
it is made and, except as may be required by applicable law, Minera
disclaims any obligation to update or modify such forward-looking
information, either as a result of new information, future events
or for any other reason.
RBC Europe Limited, which is a member company of RBC Capital
Markets, is authorised and regulated in the United Kingdom by the
Financial Services authority and acting as Sole Global Bookrunner
and Co-Broker to Minera IRL and will act as Agent in respect of the
Offering within the United Kingdom but has not authorised the
contents of, or any part of, the Preliminary Prospectus and no
liability or responsibility whatsoever is accepted by RBC Europe
Limited for the accuracy of any information or opinions contained
in the Preliminary Prospectus or for the omission of any
information. No representation or warranty, express or implied, is
made by RBC Europe Limited as to any of the contents of the
Preliminary or Final Prospectus.
Collins Stewart Europe Limited, which is authorised and
regulated in the United Kingdom by the Financial Services authority
is acting as Nominated Adviser and Broker to Minera IRL and will
act as special selling agent in respect of the Offering within the
United Kingdom but has not authorised the contents of, or any part
of, the Preliminary Prospectus and no liability or responsibility
whatsoever is accepted by Collins Stewart Europe Limited for the
accuracy of any information or opinions contained in the
Preliminary Prospectus or for the omission of any information. No
representation or warranty, express or implied, is made by Collins
Stewart Europe Limited as to any of the contents of the Preliminary
or Final Prospectus.
Notes:
The ordinary shares (the "Shares") will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing ordinary shares of Minera, including the right to
receive all dividends and other distributions declared after the
date of their issue.
Application has been made or will be made, as the case may be,
to the London Stock Exchange, the Toronto Stock Exchange (the
"TSX") and notification will be made to the Lima Stock Exchange
(the "BVL") for the Shares to be admitted to trading on AIM, TSX
and BVL, with admission of the Shares expected to occur on or about
5 March,2012 (the "Offering").
The Appendix to this Announcement (which forms part of this
Announcement) sets out certain terms and conditions applicable to
the Placing.
This press release contains forward-looking statements
concerning the projects in which Minera has an interest.
Forward-looking statements are not statements of historical fact,
and actual events or results may differ materially from those
described in the forward-looking statements, as the result of a
variety of risks, uncertainties and other factors, involved in the
mining industry generally and the particular properties in which
Minera has an interest, such as fluctuation in gold prices;
uncertainties involved in interpreting drilling results and other
tests; the uncertainty of financial projections and cost estimates;
the possibility of cost overruns, accidents, strikes, delays and
other problems in development projects, the uncertain availability
of financing and uncertainties as to terms of any financings
completed; uncertainties relating to environmental risks and
government approvals, and possible political instability or changes
in government policy in jurisdictions in which properties are
located. Forward-looking statements are based on management's
beliefs, opinions and estimates as of the date they are made, and
no obligation is assumed to update forward-looking statements if
these beliefs, opinions or estimates should change or to reflect
other future developments.
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 any of the syndicate members or by any of
their respective affiliates or agents or brokers 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.
RBC Dominion Securities Inc. ("RBCD"), a member company of RBC
Capital Markets, is acting for Minera and for no-one else in
connection with the Offering, and will not be responsible to anyone
other than Minera for providing the protections afforded to
customers of RBCD nor for providing advice to any other person in
relation to the Offering or any other matter referred to herein.
RBC Europe Limited is authorised and regulated in the United
Kingdom by the Financial Services Authority (the "FSA").
Jenning Capital Inc. ("Jennings") is acting for Minera and for
no-one else in connection with the Offering, and will not be
responsible to anyone other than Minera for providing the
protections afforded to customers of Jennings nor for providing
advice to any other person in relation to the Offering or any other
matter referred to herein.
Haywood Securities ("HS") is acting for Minera and for no-one
else in connection with the Offering, and will not be responsible
to anyone other than Minera for providing the protections afforded
to customers of HS nor for providing advice to any other person in
relation to the Offering or any other matter referred to
herein.
FinnCap Limited. ("FinnCap") is acting for Minera and for no-one
else in connection with the Offering, and will not be responsible
to anyone other than Minera for providing the protections afforded
to customers of FinnCap nor for providing advice to any other
person in relation to the Offering or any other matter referred to
herein.
Collins Stewart. ("CS") is acting for Minera and for no-one else
in connection with the Offering, and will not be responsible to
anyone other than Minera for providing the protections afforded to
customers of CS nor for providing advice in connection with the
Offering or any other matters referred to herein.
The distribution of this Announcement and the Offering in
certain jurisdictions may be restricted by law. No action has been
taken by Minera, RBCD, Jennings, HS, FinnCap or CS that would
permit the Offering or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Offering in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement
becomes available are required by Minera, RBCD, Jennings, HS,
FinnCap and CS to inform themselves about, and to observe, such
restrictions.
The price of the Shares and the income from them may go down as
well as up and investors may not get back the full amount invested
on disposal of the Shares.
With respect to the United Kingdom, the Offering is only being,
and may only be, made to and is directed at persons in the United
Kingdom who are both (a) a "Qualified Investor" within the meaning
of Section 86(7) of the Financial Services and Markets Act 2000
("FSMA") and (b) within the categories of persons referred to in
Article 19(5) (Investment professionals) or Article 49(2)(a) to (d)
(High net worth companies, unincorporated associations, etc.) of
the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005, or persons in the United Kingdom to whom the Offering
may otherwise be made or to whom the Offering may otherwise be
directed in the United Kingdom without an approved prospectus
having been made available to the public in the United Kingdom
before the Offering is made, and without making an unlawful
financial promotion, all such persons together being referred to as
"Relevant Persons". The securities being offered are only available
to, and any invitation, offering or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its
contents. This Announcement does not contain an offer or constitute
any part of an offer to the public within the meaning of Sections
85 and 102B of FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FSA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA.
The Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and may not be
offered, sold or delivered within the United States except in
transactions exempt from the registration requirements of the U.S.
Securities Act and applicable state securities laws. The Agents
have agreed that, except as permitted by the Agency Agreement and
as expressly permitted by applicable laws of the United States,
they will not offer or sell the Shares within the United States.
The Agency Agreement permits the Agents, through certain of their
U.S. broker-dealer affiliates, to (i) offer and resell the Shares
in the United States to qualified institutional buyers (as such
term is defined in Rule 144A and the U.S. Securities Act) and (ii)
offer the Shares in the United States to institutional "accredited
investors" (that meet the criteria set forth in Rule 501(a)(1),
(2), (3) and (7) of Regulation D under the U.S. Securities Act, as
modified by the Dodd-Frank Wall Street Reform and Consumer
Protection Act) that will purchase Shares from the Company pursuant
to Rule 506 of Regulation D under the U.S. Securities Act. This
Announcement does not constitute an offering to sell, or a
solicitation of an offering to buy, any Shares in the United
States. Moreover, the Agency Agreement provides that the Agents
will offer and sell the Shares outside the United States only in
accordance with Regulation S under the U.S. Securities Act. Until
40 days after the commencement of the Offering, an offer or sale of
the Shares within the United States by a dealer (whether or not
participating in the Offering) may violate the registration
requirements of the U.S. Securities Act unless such Offering or
sale is made pursuant to an exemption from registration under the
U.S. Securities Act.
Certificates representing any Shares that are sold in the United
States will bear a legend to the effect that the securities
represented thereby are not registered under the U.S. Securities
Act and applicable state securities laws and may only be offered,
sold, pledged, transferred or otherwise disposed of, directly or
indirectly, within the United States pursuant to an exemption from
the registration requirements of the U.S. Securities Act and in
accordance with applicable state securities laws.
Persons (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Shares under the Offering
has been given (the "Purchasers") will be deemed to have read and
understood this Announcement, including the Appendix, in its
entirety and to be participating in such Offering on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendix. In
particular each such Purchaser represents, warrants and
acknowledges that it is: (i) a Relevant Person (as defined above)
and undertakes that it will acquire, hold, manage or dispose of any
Shares that are allocated to it under the Offering for the purposes
of its business; and (ii) outside the United States and is
subscribing for the Shares under the Offering in an "offshore
transaction" (within the meaning of Regulation S under the
Securities Act).
This Announcement, including the Appendix, is not for
distribution directly or indirectly in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia) or any jurisdiction into which
the same would be unlawful. No public offering of securities of
Minera will be made in connection with the Offering in the United
Kingdom, the United States or elsewhere.
The Shares under the Offering 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, Hong Kong or Singapore or any other
jurisdiction.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Shares to be issued pursuant to the Offering will not be
admitted to trading on any stock exchange other than the London
Stock Exchange, the Toronto Stock Exchange or the Bolsa de Valores
de Limia. Neither the content of Minera's website nor any website
accessible by hyperlinks on Minera's website is incorporated in, or
forms part of, this Announcement.
APPENDIX
TERMS AND CONDITIONS - IMPORTANT INFORMATION FOR RELEVANT
PERSONS ONLY REGARDING THE OFFERING
1. Offering
As agents and brokers on behalf of Minera IRL Limited (company
number: 94923), a company incorporated pursuant to the Jersey under
The Companies (Jersey) Law 1991 (AIM: MIRL, TSX: IRL, BVL:MIRL)
(the "Company"), Royal Bank of Canada ("RBC"), or its broker
dealers, affiliates or agents in applicable jurisdictions,
including RBCD, its broker dealers, affiliates or agents in
applicable jurisdictions (the "Bookrunner"), has, together with
Jennings, HS, FinnCap and CS and their respective broker dealers,
affiliates or agents in applicable jurisdictions (together with the
Bookrunner, collectively the "Agents") undertaken an institutional
bookbuild ("Bookbuild") for the Offering by the Company of
Shares.
The Company expects to file with the regulators in Canada a
prospectus prepared under the rules of the securities laws of all
the Canadian provinces, except Quebec (the "Final Canadian
Prospectus") dated on or about 27 February 2012.
2. Allocation and conditions to Offering
2.1 Shares under the Offering will be issued on the Payment Date (as defined below).
2.2 The allocation of Shares to prospective purchasers in
respect of bids made by prospective purchasers, including the
subscription amount payable, has been agreed between the Bookrunner
and the Company following the Bookbuild. Pricing has been
referenced to the TSX listed share price and the CAD/GBP daily noon
rate of the Bank of Canada.
2.3 Acceptances of the Offering and allocations of Shares
(including the subscription amount payable) will be as:
2.3.1 confirmed (orally or in writing) with prospective
Purchasers who are in the United Kingdom (or as the Bookrunner and
Company may agree, in any other jurisdiction) by the respective
Agent (or their agents as agent of the Company). That confirmation
constitutes an irrevocable legally binding commitment of that
person (who will at that point become a purchaser ("Purchaser")) to
subscribe for the number of Shares allocated to it on the terms and
conditions set out in this Appendix (a copy of the terms and
conditions having been provided to the Purchaser prior to or at the
same time as such confirmation) and in accordance with the
Company's articles of incorporation; or
2.3.2 (unless paragraph 2.3.1 applies) by the completion and
return of such letter of confirmation and registration or other
forms as the Bookrunner or its agents may in its absolute
discretion require and in that event the terms and conditions set
out in such letter of confirmation and registration or other form
shall apply to the exclusion of this Appendix.
2.4 For the avoidance of doubt, acceptance of the Offering
constitutes your irrevocable legally binding agreement, subject to
the Agency Agreement (as defined below) not having been terminated,
to pay the aggregate settlement amount of the Shares regardless of
the total number of Shares (if any) subscribed for by any other
investor(s).
2.5 In the event that the Agents have procured acceptance from
Purchasers in connection with the Offering prior to the date of the
despatch of this Appendix or the Final Canadian Prospectus to such
a Purchaser, the Agents will, prior to admission to trading on AIM,
TSX and BVL, request confirmation from any such Purchaser that its
participation as agreed in any earlier commitment remains firm and
binding upon the terms and conditions of this document and
referable to the contents of the Final Canadian Prospectus. Upon
such confirmation being given (whether orally, in writing or by
conduct (including without limitation by receipt of the relevant
placing proceeds)) any earlier agreement made in respect of the
Shares shall be varied, amended and/or ratified in accordance with
the terms of this Appendix.
2.6 In making an investment decision, Purchasers must rely on
their own examination of the Company and its prospects and the
terms of the Offering, including the merits and risks involved in
investing in the Shares.
2.7 Settlement will occur on a date to be advised but expected
to be 5 March 2012 ("Payment Date").
3. Shares and Quotation
3.1 The Shares will rank equally, from the date of issue, in all
respects with the Company's existing issued ordinary shares.
3.2 Application for admission of the Shares to trading on AIM
("AIM Admission") will be made in accordance with the AIM Rules. It
is anticipated that AIM Admission will occur in respect of the
Shares on or about 2.30pm (London time) on 5 March 2012.
4. Agency Agreement
4.1 The Company and each of the Principal Agents have entered
into an agency agreement in connection with the Offering ("Agency
Agreement"). The Agency Agreement provides that the Principal
Agents will use their respective commercially reasonable best
efforts to place Shares offered in the Offering with prospective
purchasers. A summary of the terms of the Agency Agreement are set
out in the Final Canadian Prospectus.
4.2 RBC has entered into a sub-agency agreement with each of the
Special Agents in connection with the Offering (the "Sub Agency
Agreements"). The Sub Agency Agreements provide that the Special
Agents will use their respective reasonable endeavours to procure
subscribers for the Shares offered in the Offering. A summary of
the terms of the Sub-Agency Agreements are set out in the Final
Canadian Prospectus.
5. Relationship of the Agents
5.1 The obligations of each Agent in connection with the
Offering (including any obligation to pay) are several, and not
joint nor joint and several. A right of an Agent in connection with
the Offering (including any rights under the Agency Agreement) is
held by that Agent severally and each Agent may exercise its
rights, powers and benefits in connection with the Offering
separately and individually.
5.2 An Agent will not be responsible for the performance
obligations of the other Agents and will not be liable for any
claims, damages or liabilities arising out of the actions taken,
omissions of or advice given by other Agents. Any breach,
non-performance or default by an Agent will not constitute a
breach, non-performance or default of the other.
5.3 Nothing contained or implied hereby or by acceptance of the
Offering constitutes an Agent acting as the partner, agent or
representative of the other Agents for any purpose or creates any
partnership, agency or trust between the Agents, and no Agent has
any authority to bind another Agent in any way.
5.4 None of the Agents will be liable for any loss, damage or
claim arising out of the actions taken or advice given by the other
Agents. In addition, the rights of an Agent and the Beneficiaries
(as defined below) in respect of that Agent under the
representations, warranties, acknowledgements and undertakings set
out below will in no way be affected by the actions taken or
alleged to have been taken or advice given or alleged to have been
given by any of the other Agents or their Beneficiaries.
6. Offer personal
The offering of Shares and the agreement arising from acceptance
of the Offering is personal to each Purchaser and does not
constitute an offering to any other person or to the public. A
Purchaser may not assign, transfer, or in any other manner, deal
with its rights or obligations under the agreement arising from the
acceptance of the Offering, without the prior written agreement of
the Bookrunner in accordance with all relevant legal
requirements.
7. No Prospectus
No offer document or prospectus, including the Final Canadian
Prospectus, has been or will be submitted to be approved by the FSA
in relation to the Offering and a Purchaser's commitments will be
made solely on the basis of the information contained in this
Announcement (including the Appendix) released by the Company today
and the information in the Final Canadian Prospectus.
Each Purchaser, by accepting the Offering, agrees that the
content of this Announcement (including the Appendix) and the Final
Canadian Prospectus is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company or the Agents or any other person and
none of the Company or the Agents nor any other person will be
liable for any Purchaser's decision to participate in the Offering
based on any other information, representation, warranty or
statement which Purchaser may have obtained or received. Each
Purchaser 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 Offering. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
8. Registration and Settlement
Settlement of transactions in the Shares will, when purchased in
the UK, unless otherwise agreed, take place on a delivery versus
payment basis within the CREST system administered by Euroclear UK
and Ireland Limited ("CREST").
The Company will procure the delivery of the Shares to CREST
accounts operated by the respective Agents for the Company and the
Agents will enter their respective delivery (DEL) instructions into
the CREST system. The input to CREST by each Purchaser of a
matching or acceptance instruction will then allow delivery of the
relevant Shares to that Purchaser against payment.
Each Purchaser allocated Shares in the Offering may be sent a
contract note stating the number of Shares and the subscription
amount payable to be allocated to it and will be required to
provide the Agents with funds sufficient to purchase such
securities prior to the Payment Date.
It is expected that settlement will take place on or about 5
March 2012 in CREST in accordance with the instructions set out in
the conditional contract note. Settlement will be either through CS
against CREST ID 288 or through RBC against CREST ID 388.
The Company reserves the right to require settlement for and
delivery of the Shares (or a portion thereof) to any Purchaser in
any form it requires if, in the Agents' or the Company's opinion,
delivery or settlement is not possible or practicable within CREST
or would not be consistent with the regulatory requirements of the
Purchaser's jurisdiction.
Each Purchaser agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with the respective Agent.
If Shares are to be delivered to a custodian or settlement
agent, Purchasers should ensure that the conditional contract note
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Shares are registered in a
Purchaser's name or that of it's nominee or in the name of any
person for whom a Purchaser is contracting as agent or that of
nominee for such person be so registered free from any liability to
any UK stamp duty or stamp duty reserve tax or securities transfer
tax.
Trade date: 27 February 2012
Settlement date: 5 March 2012 (Electronic)
8 March 2012 (Certificated)
ISIN code for the Offering JE00B1HNYF12
Shares:
9. Representations and Warranties
By participating in the Offering and accepting the Offering of
Shares, each Purchaser (and each person acting on its behalf)
represents, warrants, acknowledges and undertakes for the benefit
of the Company, each of the Agents and their respective officers,
employees and advisers, and any person acting on behalf of any of
them (together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a "qualified investor" for the purposes of section 86(7)
of the Financial Services and Markets Act 2000 ("FSMA") who is
purchasing the Shares as principal for its own account and not for
others, except in circumstances, to section 86(2) of FSMA
applies;
(ii) is also a person falling within one or more of the
categories of persons referred to in article 19 (investment
professionals) or 49 (high net worth companies, etc) of the
Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005; and
(iii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the
Offering by the Financial Services Authority in the United Kingdom
under section 87A of FSMA; or
(iv) if it is not in the United Kingdom but are acting for the
account of a purchaser in the United Kingdom, that (i), (ii) and
(iii) applies in respect of each such purchaser;
(b) if it and any beneficial purchaser for whom it is
contracting hereunder is a Purchaser in the United States or a U.S.
Person (as defined in Rule 902(k) of Regulation S under the U.S.
Securities Act of 1933, as amended) (U.S. Person):
(i) it is an institutional "accredited investor" that satisfies
the criteria set forth in Rule 501(a)(1),(2), (3) or (7) of
Regulation D under the U.S. Securities Act of 1933 (U.S. Securities
Act)) (an "Institutional Accredited Investor") and purchasing the
Shares for its own account or for an account of one or more other
Institutional Accredited Investors as to which you exercise sole
investment discretion and not with a view to any resale or
distribution;
(ii) it is not purchasing the Shares as a result of any form of
"general solicitation" or "general advertising" (as such terms are
defined in Regulation D of the U.S. Securities Act), including
advertisements, articles, notices or other communications published
in any newspaper, magazine or similar media or broadcast over
radio, or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general
advertising;
(iii) it agrees that if it decides to offer, sell or otherwise
transfer the Shares, it will not offer, sell or otherwise transfer
any of such Shares directly or indirectly, unless:
a. the transfer is to the Company;
b. the transfer is made outside the United States in accordance
with Rule 904 of Regulation S under the U.S. Securities Act and in
compliance with applicable local laws and regulations;
c. the transfer is made within the United States in accordance with:
(A) Rule 144A under the U.S. Securities Act to a person
reasonably believed to be a Qualified Institutional Buyer (as
defined under Rule 144A of the Securities Act) that purchases for
its own account or for the account of one or more Qualified
Institutional Buyers and to whom notice is given that the offer,
sale or transfer is made in reliance on Rule 144A under the U.S.
Securities Act; or
(B) the exemption from registration under the U.S. Securities
Act provided by Rule 144 thereunder, if available, and in
compliance with applicable state laws and regulations; or
(iv) the Shares are transferred in a transaction that does not
require registration under the U.S. Securities Act or any
applicable state laws and regulations governing the offer and sale
of securities and you have prior to such sale furnished to the
Company an opinion of counsel or other evidence of exemption, in
either case reasonably satisfactory to the Company;
(v) it understands that, and it will inform each Institutional
Accredited Investor, if any, for whose account it is acquiring any
Shares that, the Shares will constitute "restricted securities"
within the meaning of Rule 144 under the U.S. Securities Act and
that the Shares are being issued in non-certificated form; it
further understands that upon the original issuance thereof, and
until such time as the same is no longer required under the
applicable requirements of the U.S. Securities Act or applicable
U.S. state laws and regulations, the confirmation of the issuance
of the Shares, and all certificates issued in exchange for those
non-certificated securities, will bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF MINERA IRL LIMITED THAT SUCH SECURITIES MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO MINERA IRL LIMITED, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH (i) RULE 144A UNDER THE U.S. SECURITIES ACT, OR
(ii) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN
EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS,
OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND IN
THE CASE OF (C)(ii) AND (D) ABOVE, THE SELLER HAS FURNISHED TO
MINERA IRL LIMITED AN OPINION TO SUCH EFFECT, FROM COUNSEL OF
RECOGNIZED STANDING REASONABLY SATISFACTORY TO MINERA IRL LIMITED,
PRIOR TO SUCH OFFER, SALE OR TRANSFER."
provided, that (i) if the Shares are being sold under clause (B)
above, at a time when the Company is a "foreign issuer" as defined
in Rule 902 under the U.S. Securities Act, the legend set forth
above on any certificated securities may be removed by providing a
declaration in such form as the Company may from time to time
prescribe to the Company's transfer agent, to the effect that the
sale of the securities is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act; and (ii) if any of the
Shares are being sold pursuant to Rule 144 of the U.S. Securities
Act, the legend may be removed by delivery to the Company's
transfer agent of an opinion of counsel satisfactory to the Company
to the effect that the legend is no longer required under
applicable requirements of the U.S. Securities Act or state
securities laws;
(vi) it understands that the Company may instruct its registrar
and transfer agent not to record any transfer of Shares without
first being notified by the Company that it is satisfied that such
transfer is exempt from or not subject to the registration
requirements of the U.S. Securities Act and applicable state
securities laws;
(vii) it consents to the Company making a notation on its
records or giving instruction to the registrar and transfer agent
of the Company in order to implement the restrictions on transfer
set forth and described herein;
(viii) it understands and acknowledges that the Company has no
obligation or present intention of filing with the United States
Securities and Exchange Commission or with any state securities
administrator any registration statement in respect of resales of
the Shares in the United States;
(ix) it and each other Institutional Accredited Investor, if
any, for whose account it is acquiring any Shares have the
financial ability to bear the economic risk of the investment in
the Shares, adequate means to provide for your or their current
needs and other contingencies and to withstand the loss of the
entire investment in the Shares and no need for liquidity with
respect to the investment in the Shares;
(c) if it is a resident of Australia, or if not an individual,
has a head office in Australia, it and each person, if any, for
whom it is acquiring Shares that is a resident of Australia or has
a head office in Australia:
(i) is either:
a. a "sophisticated investor" under section 708(8) of the Corporations Act;
b. a "professional investor" under section 708(11) of the Corporations Act; or
c. a person who has obtained this Offer through a financial
services licensee in accordance with, and in compliance with,
section 708(10) of the Corporations Act;
(ii) acknowledges that the Shares have not been and will not be
registered under Australian securities legislation and therefore
the Shares may not be offered, sold, transferred or delivered to,
and the Purchaser is not purchasing the Shares with a view to their
resale directly or indirectly into Australia; and
(iii) confirms that its acceptance of the offer of the Shares
and its performance of the obligations under the agreement arising
on acceptance of such offer does not breach and complies with the
requirements of all relevant laws and regulations of Australia
(including, without limitation, the requirements of the Foreign
Acquisitions and Takeovers Act 1975 (Cth)).
(d) If it is a purchaser in or otherwise subject to the laws of
a member state of the European Union (other than, for the avoidance
of doubt, the UK), (i) it is a "qualified investor" (as defined in
Article 2(1)(e) of the Prospectus Directive 2003/71 EC) acting as a
principal for its own account to whom an invitation or Offering to
subscribe for Shares in the manner contemplated by this agreement
and any communication or correspondence in connection therewith is
permitted by the laws of that member state or (ii) if it is not in
any such member state but are acting for the account of such person
then (i) applies in respect of each such purchaser.
(e) if it is in a jurisdiction outside Canada, the United
States, the United Kingdom or other member states of the European
Union, it is a person to whom an invitation or Offering to
subscribe for the Shares in the manner contemplated by this
Appendix and any communication or correspondence therewith is
permitted by the laws of the jurisdiction in which it is situated
or from where the Purchaser submitted its bid to subscribe for
Shares and it is a person to whom the Shares can lawfully be
offered and issued under all applicable laws, without the need for
any approval, registration, filing or lodgement of any kind,
including a prospectus or other disclosure document;
(f) if it is not in the United States, nor a U.S. Person, or
acting for the account or benefit of a person in the United States
or a U.S. Person, it is acquiring the Shares in an offshore
transaction in accordance with Regulation S under the U.S.
Securities Act as such term is defined in Rule 903 under the U.S.
Securities Act;
(g) it understands that the Offering and sale to it of the
Shares has not been and will not be registered under the U.S.
Securities Act or the laws of any state of the United States;
Therefore, it agrees that it will not offer, sell or pledge any
Shares in the United States unless and until the Shares are
registered under the U.S. Securities Act (which you acknowledge the
Company has no obligation to do) or offer, sold or pledged in a
transaction exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and the laws of any state
of the United States;
(h) it is purchasing the Shares for its account or for the
account of one or more persons for investment purposes only and not
with the purpose of, or with a view to, the resale, transfer or
distribution or granting, issuing or transferring interests in, or
options over, the Shares and in particular, neither the Purchaser
nor any other person for whose account it is purchasing the Shares
has any intention to distribute either directly or indirectly any
of the Shares in the United States, provided, however, that the
Shares may be offered, sold or otherwise disposed of pursuant to
registration thereof pursuant to the U.S. Securities Act and any
applicable state securities laws or under an exemption from such
registration requirements;
(i) it has such knowledge and experience in financial and
business matters and expertise in assessing credit and all other
relevant risks that it is capable of evaluating independently, and
have evaluated independently and conducted an in-depth detailed
analysis on, the merits and risks of a purchase of the Shares for
itself and each other person, if any, for whose account it is
acquiring any Shares, and it has determined that the Shares are a
suitable investment for itself and each other person, if any, for
whose account it is acquiring any Shares, both in the nature and
the number of the Shares being acquired;
(j) if applicable, it is, or any beneficial purchaser for whom
it is contracting, acquiring the Shares pursuant to and in
compliance with an exemption from the prospectus requirements of
securities laws of the jurisdiction of residence and will provide
the Company and the Agents, on request, whether before or after the
Payment Date, with evidence of such compliance;
(k) it has had access to all information that it believes is
necessary or appropriate in connection with, and for an adequate
time prior to, your purchase of the Shares. It acknowledges and
agrees that it will not hold the Agents responsible for any
misstatements in, or omissions from, the Final Canadian Prospectus
or any publicly available information concerning the Company;
(l) it has made and relied entirely upon its own assessment of
the Company, and have conducted its own independent investigation
with respect to the Shares and the Company;
(m) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing
of any Shares;
(n) it has not relied on any investigation that any Beneficiary
may have conducted with respect to the Shares or the Company. No
Beneficiary has made any representation to it (including any
representation that might be implied from the signature page of the
Final Canadian Prospectus, which representation is not made to any
Purchaser outside Canada), express or implied, with respect to the
Shares or the Company;
(o) it acknowledges that the Offering does not constitute a
securities recommendation or advice in relation to any securities,
and that no securities recommendation or advice has been made or
given to you by any Beneficiary in relation to the Offering;
(p) it acknowledges that an investment in the Shares involves a degree of risk;
(q) except to the extent that liability cannot by law be
excluded, it acknowledges that none of the Beneficiaries accept any
responsibility in relation to the Offering or for the accuracy or
completeness of any information given to it in connection with the
Offering;
(r) it acknowledges and agrees that it will accept the decisions
and actions of the Bookrunner in respect of the Offering and the
acceptance of any Offering of Shares does not oblige the Bookrunner
to consult with it as to any matter or qualify the exercise or
non-exercise of rights arising under or in relation to the
Offering;
(s) it has been independently advised as to any resale
restrictions under applicable securities laws in its own
jurisdiction;
(t) it acknowledges and agrees that if an Agent takes title to
the Shares it does so only as agent for Purchaser for the purposes
of effecting settlement and it agrees to release such Agent from
any liability incurred by it in acting in such capacity (whether
arising out of any act or omission by the Company in relation to
the Offering or to the Shares or otherwise);
(u) if it is acquiring any Shares for an account of one or more
persons, it has full power to make the acknowledgements,
representations, warranties and agreements hereunder on behalf of
each such person and it will take reasonable steps to ensure that
each such person will comply with its obligations hereunder;
(v) it acknowledges that the Beneficiaries will rely upon the
truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements in conducting and
undertaking the Offering;
(w) it has read this Announcement, including this Appendix, in its entirety;
(x) the exercise by the Agents of any right of termination or
any right of waiver exercisable by them contained in the Agency
Agreement, without limitation, the right to terminate the Agency
Agreement, is within their absolute discretion and no Agent will
have any liability to any Purchaser whatsoever in connection with
any decision to exercise or not exercise any such rights;
(y) if (i) any of the conditions in the Agency Agreement are not
satisfied (or, where relevant, waived), or (ii) the Agency
Agreement is terminated or does not otherwise become unconditional
in all respects prior to the admission of the Shares, the Offering
will lapse and its rights shall cease and determine at such time
and no claim shall be made by any Purchaser in respect thereof;
(z) no offer document or prospectus has been, or will be,
prepared in connection with the Offering other than the Final
Canadian Prospectus and represents and warrants that it has not
received a prospectus or other offer document other than the Final
Canadian Prospectus in connection therewith;
(aa) the Shares are (and the Shares issued pursuant to the
Offering will be) admitted to trading on AIM and listed on the TSX
and BVL, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM, the Canadian and Peruvian securities regulatory
authorities 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
AIM, TSX or BVL quoted or listed company, without undue
difficulty;
(bb) none of the Agents or the Company nor any of their
affiliates nor any person acting on behalf of any of them has
provided, and will not provide it, with any material regarding the
Shares or the Company or any other person other than this
Announcement and the Final Canadian Prospectus; nor has it
requested any of the Agents or the Company nor any of their
affiliates or any person acting on behalf of any of them to provide
it with any such information;
(cc) the content of this Announcement and the Final Canadian
Prospectus is exclusively the responsibility of the Company and
that none of the Agents nor any person acting on their behalf has
or shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company (except for any
information or statements relating solely to the Agents and
furnished by the Agents specifically for use in such documents) and
will not be liable for any Purchaser's decision to participate in
the Offering based on any information, representation or statement
contained in this Announcement, the Final Canadian Prospectus or
otherwise. Each Purchaser further represents, warrants and agrees
that the only information on which it is entitled to rely and on
which such Purchaser has relied in committing itself to subscribe
for the Shares is contained in this Announcement and any
information previously published by the Company, such information
being all that it deems necessary to make an investment decision in
respect of the Shares and that it has neither received nor relied
on any other information given or representations, warranties or
statements made by any of the Agents or the Company and none of the
Agents or the Company will be liable for any Purchaser's decision
to accept an invitation to participate in the Offering based on any
other information, representation, warranty or statement. Each
Purchaser further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Offering;
(dd) neither it, nor the person specified by it for registration
as a holder of Shares is, or is acting as nominee or agent for, and
that the Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services);
(ee) if in the United Kingdom, it has complied with its
obligations in connection with the Criminal Justice Act 1993, money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2003 and the Money Laundering Regulations
2007 and Part VIII of the Financial Services and Markets Act 2000
(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. If within a reasonable time after a request for
verification of identity the Agents have not received such
satisfactory evidence, the Agents may, in their absolute
discretion, terminate your Offering Participation in which event
all funds delivered by you to the Agents (if any) will be returned
without interest to the account of the drawee bank from which they
were originally debited;
(ff) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Shares in, from or otherwise involving, the United
Kingdom;
(gg) it and any person acting on its behalf is entitled to
subscribe for and purchase the Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(hh) it (and any person acting on its behalf) will make or
procure payment for the Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Shares may be placed with other subscribers or
sold as the Bookrunner may in its absolute discretion determine and
without liability to such Purchaser;
(ii) the person whom it specifies for registration as holder of
the Shares will be (i) itself or (ii) its nominee, as the case may
be, none of the Agents 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 Purchaser and any person
acting on behalf of such Purchaser agrees to participate in the
Offering and it agrees to indemnify the Company and the Agents in
respect of the same on the basis that the Shares will be allotted
to the account of the Agents who will hold them as nominee on
behalf of such Purchaser until settlement in accordance with its
standing settlement instructions;
(jj) the Company and the Agents and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each of the Agents on their own behalf and on
behalf of the Company and are irrevocable;
(kk) it will indemnify and hold the Company and the Agents and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Offering;
(ll) its commitment to subscribe for Shares on the terms set out
herein will continue notwithstanding any amendment that may in
future be made to the terms of the Offering and the Purchaser will
have no right to be consulted or require that its consent be
obtained with respect to the Company's conduct of the Offering. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and the Agents. The agreement to
settle a Purchaser's subscription (and/or the subscription of a
person for whom such Purchaser is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement
relating only to the subscription by it and/or such person direct
from the Company for the Shares in question. Such agreement
assumes, and is based on the warranty above from each Purchaser,
that neither it, nor the person specified by it for registration as
holder, of Shares is, or is acting as nominee or agent for, and
that the Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Shares, stamp duty or stamp duty reserve tax may be payable. In
that event the Purchaser agrees that it shall be responsible for
such stamp duty or stamp duty reserve tax, and neither the Company
nor the Agents shall be responsible for such stamp duty or stamp
duty reserve tax. If this is the case, each Purchaser should seek
its own advice and notify the Agents accordingly;
(mm) no action has been or will be taken by any of the Company,
the Agents or any person acting on behalf of the Company or the
Agents that would, or is intended to, permit a public offering of
the Shares in any country or jurisdiction where any such action for
that purpose is required;
(nn) it 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 United Kingdom by them or any
other person on the subscription by them of any Shares or the
agreement by them to subscribe for any Shares;
(oo) the Agents or any of their affiliates may, at their
absolute discretion, agree to become a purchaser in respect of some
or all of the Shares;
(pp) when a Purchaser or person acting on behalf of the
Purchaser is dealing with the Agents, any money held in an account
with any of the Agents on behalf of the Purchaser and/or any person
acting on behalf of the Purchaser will not be treated as client
money within the meaning of the rules and regulations of the FSA
made under FSMA;
(qq) it acknowledges that the money will not be subject to the
protections conferred by the client money rules and as a
consequence, this money will not be segregated from the relevant
Agents' money in accordance with the client money rules and will be
used by the relevant Agent in the course of its own business; and
the Purchaser will rank only as a general creditor of the
Agent;
(rr) it acknowledges that all times and dates in this
Announcement may be subject to amendment and the Agents shall
notify the Purchasers and any person acting on behalf of the
Purchasers of any changes;
(ss) that past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser;
(tt) all obligations entered into by the Purchaser pursuant
hereto with the Agents are entered into with them as agent for the
Company and are therefore enforceable directly by the Company;
(uu) if a company, it is a valid and subsisting company and has
all the necessary corporate capacity and authority to execute its
obligations in connection with the Offering participation; and
(vv) time shall be of the essence as regards obligations pursuant to this Appendix.
10. Entire Agreement
The terms set out in this Appendix and the allocation of Shares
(including the subscription amount payable) as confirmed to a
Purchaser, constitute the entire agreement to the terms of the
Offering and a Purchaser's participation in the Offering to the
exclusion of prior representations, understandings and agreements
between them. Any variation of such terms must be in writing.
11. Governing Law and Jurisdiction
The agreement arising out of acceptance of the Offering in the
United Kingdom and any dispute or claim arising out of or in
connection with the Offering in the United Kingdom or formation
thereof (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England.
Each Purchaser irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England to settle any claim or
dispute that arises out of or in connection with the agreement
arising out of acceptance of the Offering in the United Kingdom or
its subject matter or formation (including non-contractual disputes
or claims).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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