TIDMPAL
RNS Number : 2042B
Equatorial Palm Oil plc
28 March 2013
28 March 2013
EQUATORIAL PALM OIL plc
("EPO" or the "Company")
GBP2.39 million Placing of New Ordinary Shares with Warrants
Equatorial Palm Oil plc, (AIM: PAL), the AIM listed palm oil
development company with operations in Liberia, is pleased to
announce the Company has agreed a conditional placing with new
institutional investors of 23,900,000 new ordinary shares at a
price of 10 pence per share ("the Placing Shares") to raise gross
proceeds of GBP2.39 million ("the Placing").
The Placing Shares are being issued with warrants ("the
Warrants") to subscribe for new ordinary shares on the basis of one
warrant for each Placing Share. A total of 23,900,000 Warrants will
be issued, of which 11,950,000 will be exercisable on or before 7
April 2014 at a price of 12.5 pence per share and 11,950,000 will
be exercisable on or before 6 April 2015 at a price of 15.0 pence
per share.
The placement proceeds received by EPO will be used for working
capital and to support EPO's interest in the joint venture company,
Liberian Palm Developments Limited ("LPD") for the ongoing
development of its palm oil projects in West Africa.
The Placing Price of 10 pence per share represents a premium of
3.9 per cent. over EPO's closing share price on 27 March 2013. The
Warrant exercise prices of 12.5 pence and 15.0 pence represent a
premium of 25 per cent. and 50 per cent. respectively over the
Placing Price.
The Placing Shares represent 17.7 per cent. of the current
issued share capital of the Company and will rank pari passu with
the Company's existing Shares.
The Placing is conditional, inter alia, on the admission of the
Placing Shares to trading on the AIM market of the London Stock
Exchange ("AIM"). Application will be made for the admission of the
Placing Shares to trading on AIM with effect from 5 April 2013.
Following admission of the Placing Shares the Company's total
issued share capital will be 159,144,092 ordinary shares.
Michael Frayne, Chairman of EPO, commented:
"The strong level of interest from the investment community
during the placing process is extremely encouraging. It underpins
the long term support for the Company's strategy and growth plans
amongst both existing and new institutional investors, and should
also aid liquidity to the shareholder base. I look forward to
updating shareholders on progress as we develop towards becoming a
leading palm oil producer."
For further information, please visit www.epoil.co.uk or
contact:
Equatorial Palm Oil plc +44 (0) 20 7766
Michael Frayne (Chairman) 7555
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409
James Harris / James Bellman 3494
Mirabaud Securities LLP (Broker) +44 (0) 20 7878
Peter Krens 3362
Pelham Bell Pottinger (Financial / Corporate
PR) +44 (0) 20 7861
Archie Berens / Joanna Boon 3867
Appendix I to this Announcement sets out the terms and
conditions of the Placing for those Placees procured by Mirabaud
Securities.
Notes to editors:
Equatorial Palm Oil plc (EPO) is an AIM listed crude palm oil
(CPO) producer with palm oil estates in Liberia, West Africa. The
Company was founded in 2005 and is focused on becoming a global,
sustainable producer of high quality palm oil to regional and
international markets.
With significant land position in Liberia, EPO is geographically
well positioned to serve the international and regional markets and
is committed to making a positive impact on the community through
investment in local schools, health clinics, housing and
infrastructure.
The Company's 50:50 joint venture partner in LPD is Biopalm
Energy Ltd, a subsidiary of the Siva Group, which invests in oil
palm projects around the world.
Appendix I
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY
MIRABAUD SECURITIES LLP ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY
THE COMPANY AND MIRABAUD SECURITES TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (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
APPENDIX 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Placing
Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix
have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Mirabaud Securities.
Details of the Placing
Mirabaud Securities has today entered into the Placing Agreement
under which Mirabaud Securities has agreed on behalf of and as
agent for the Company, to use its reasonable endeavours to procure
persons who will (subject to the satisfaction or waiver of the
conditions contained in the Placing Agreement) subscribe for the
Placing Shares at the Placing Price.
Application will be made for the Placing Shares (which includes
those new Ordinary Shares to be issued to placees pursuant to the
Peruvian Placing) to be admitted to trading on AIM. The Placing
Shares will be issued credited as fully paid and will on Admission
rank in full for all dividends and other distributions declared,
paid or made after Admission in respect of the Ordinary Shares and
otherwise paripassu in all respects with the existing Ordinary
Shares of the Company.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares will commence on AIM at 8.00 a.m. on 5 April
2013.
Participation in, and principal terms of, the Placing
Mirabaud Securities is arranging the Placing within the UK as
agent for and on behalf of the Company. Mirabaud Securities will
determine in its absolute discretion the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. The Placing is not underwritten.
On the assumption that the conditions set out in the Placing
Agreement are satisfied (or waived, where appropriate) and that the
Placing Agreement does not lapse and is not terminated in
accordance with its terms on or prior to 8.00 a.m. on 5 April 2013
(or such later date, being not later than 19 April 2013 (the "Long
Stop Date"), as Mirabaud Securities and the Company may agree in
writing), each Placee will be required to pay to Mirabaud
Securities, on the Company's behalf, the Placing Price for each
Placing Share agreed to be acquired by it under the Placing in
accordance with the terms set out herein. Each Placee's obligation
to acquire and pay for Placing Shares under the Placing will be
owed to Mirabaud Securities and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to
Mirabaud Securities, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to subscribe for.
Each Placee will be deemed to have read and understood the
Appendices in their entirety, to be participating in the Placing
upon the terms and conditions contained in the Appendices, and to
be providing the confirmations, representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in the Appendices. Save in the event of fraud on its part
(and to the extent permitted by the rules of the FSA (the "FSA
Rules")), neither (i) Mirabaud Securities, (ii) any of its
directors, officers, employees or consultants, nor (iii) to the
extent not contained within (i) or (ii), any person connected with
Mirabaud Securities as defined in the FSA Rules ((i), (ii) and
(iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to
Placees or to any person other than the Company in respect of the
Placing and that where any such liability nevertheless arises as a
matter of law each Placee will immediately waive any claim against
any affiliates which it may have in respect thereof.
Conditions of the Placing
The Placing Agreement will be conditional, inter alia, on:
(i) admission of the Placing Shares to trading on AIM having
become effective in accordance with the AIM Rules by no later than
8.00 a.m. on 5 April 2013 (or by such later date as the Company and
Mirabaud Securities may agree in writing, being no later than the
Long Stop Date);
(ii) the Company having complied in all material respects with
its obligations under the Placing Agreement to the extent that the
same fall to be performed prior to Admission; and
(iii) the satisfaction or, where appropriate, the waiver of
certain other conditions set out in the Placing Agreement.
If any of the conditions contained in the Placing Agreement are
not satisfied (or, where applicable, waived) or it has become
incapable of being satisfied on or before 8.00 a.m. on 5 April 2013
or such later date as Mirabaud Securities and the Company may agree
in writing (but being not later than the Long Stop Date) the
Placee's rights and obligations hereunder shall cease and determine
at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof. All obligations assumed by the
Placee under the terms and conditions of this Announcement are
given to Mirabaud Securities in its capacity as agent for the
Company and are therefore directly enforceable by the Company.
By accepting Placing Shares, each Placee irrevocably agrees
that: (i) the Company and Mirabaud Securities may jointly, in their
absolute discretion, exercise the right to extend the time for
fulfillment of any of the conditions to the Placing Agreement
(provided that Admission occurs not later than the Long Stop Date)
waive, in whole or in part, fulfillment of certain of the
conditions to the Placing Agreement and may terminate the Placing
Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee. Any such extension or waiver
will not affect the Placees' commitments. If there is any change to
the timetable the Placees will be notified at the first practicable
opportunity.
Termination of the Placing Agreement
The Placing Agreement contains certain undertakings and
warranties given by the Company for the benefit of Mirabaud
Securities and indemnities given by the Company relating to certain
potential liabilities of Mirabaud Securities. In addition, Mirabaud
Securitieshas certain rights to terminate the Placing Agreement at
any time prior to Admission, inter alia, in the event of force
majeure or a breach of warranty which is material in the context of
the Placing. In the event that Mirabaud Securities exercises these
rights, all obligations and liabilities owed by the Placees will
cease and Mirabaud will cause to be returned to the Placee, without
interest, all monies received from the Placee at the Placee's
risk.
By participating in the Placing, Placees agree that the exercise
by Mirabaud Securities of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud Securities and that they need not make any
reference to Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FSA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided by Mirabaud Securities to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information or
representation concerning the Company, its subsidiaries, the
Placing or Ordinary Shares. Neither the Company nor Mirabaud
Securities nor any of their respective officers, directors or
employees 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. 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.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if Mirabaud
Securities in its absolute discretion considers this to be
necessary or desirable.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Mirabaud
Securities. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's
Memorandum and Articles of Association.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent contract notes stating
the number of Placing Shares allocated to it at the Placing Price
and settlement instructions (the "Contract Note").
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Mirabaud Securities. Settlement should be through
Mirabaud Securities against CREST ID: 834, account designation:
CLEARING. For the avoidance of doubt, Placing allocations will be
booked with a trade date of 28 March 2013 and settlement date of 5
April 2013.
The Company will deliver the Placing Shares to the CREST
accounts operated by Mirabaud Securities as agent for the Company
and Mirabaud Securities will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
Interest may be charged in respect of payments not received for
value at that time.
Whilst Mirabaud Securities does not believe there to be any
liability to stamp duty or stamp duty reserve tax in respect of the
Placing Shares, should any such stamp duty or stamp duty reserve
tax be payable, it shall be entirely for the Placee's account and
neither the Company nor Mirabaud Securities will have any liability
in respect thereof.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Mirabaud 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 Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for
anyshortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade 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. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with Mirabaud
Securities (for itself and on behalf of the Company)
thefollowing:
1. it has read this Announcement, including the Appendices, in
its entirety and acknowledges and agrees that its participation in
the Placing will be governed by the terms of these Appendices;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances except fraud;
3. that the exercise by Mirabaud Securities of any rights or
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud Securities and Mirabaud Securities need not
have any reference to the Placee and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and that it has no rights against Mirabaud
Securities or the Company, or any of their respective directors and
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that it 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 (including the Appendices). That neither the Company
nor Mirabaud Securities nor any of their respective officers,
directors or employees will have any liability for any such other
information or representation;
5. it has relied on its own investigation of the business,
financial or other position of the Company in determining whether
to participate in the Placing;
6. that neither it nor, as the case may be, its clients expect
Mirabaud Securities to have any duties or responsibilities to it
similar or comparable to the duties of "best execution" and
"suitability" imposed by The FSA's Conduct of Business Source Book,
and that Mirabaud Securities is not acting for it or its clients,
and that Mirabaud Securities will not be responsible for providing
protections afforded to its clients or for providing advice in
relation to the transactions described in this letter;
7. it is not a US person (as defined in paragraph 25 below) or a
national or resident of Canada, Australia, the Republic of South
Africa, Japan or a corporation, partnership or other entity
organised under the laws of the United States of America (the
"United States"),Japan, the Republic of South Africa or any
province of Canada or Australia and that it will not offer, sell,
renounce, transfer or deliver directly or indirectly any of the
Placing Shares in the United States, Japan, the Republic of South
Africa or any province of Canada or Australia or to or for the
benefit of any US person or any person resident in the Japan, the
Republic of South Africa or any province of Canada or Australia and
it acknowledges that the Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended and the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada and that the same
are not being offered for sale and may not be, directly or
indirectly, offered, sold, renounced, transferred or delivered in
the United States, Japan, the Republic of South Africa or any
province of Canada or Australia unless pursuant to a relevant
exemption;
8. it is entitled to subscribe for the 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 Mirabaud
Securities or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance of Placing Shares and that its commitment constitutes a
valid and binding obligation on it;
9. it has obtained all necessary consents and authorities
(regulatory or otherwise) to enable it to give its commitment to
subscribe for the Placing Shares and to perform its subscription
obligations;
10. it is acting as principal and for no other person and that
its acceptance of Placing Shares will not give a contractual right
to require the issue by the Company of any Placing Shares;
11. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the articles of association of the
Company;
12. it is a Qualified Investor as defined in section 86(7) of
FSMA and is a person (i) having professional experience in matters
relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) who falls within Article 49(2)(a) to (d) ("High
Net Worth Companies, Unincorporated Associations, etc") of the
Order or (iii) to whom this Announcement may otherwise lawfully be
communicated;
13. it is not, nor is it 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;
14. that no instrument under which it acquires Placing Shares
(whether as principal, agent or nominee) will be subject to stamp
duty or SDRT at the increased rates referred to in sections 67 or
93 (Depository Receipts) or section 70 or 96 (Clearance Services)
of the Finance Act 1986;
15. that it irrevocably appoints any director of Mirabaud
Securities as its agent for the purpose of executing and delivery
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares offered to it by Mirabaud Securities;
16. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the
Contract Note returned by it is not marked;
17. to indemnify and hold the Company and Mirabaud Securities
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach by it (or any person on whose behalf it is acting)
of the representations, warranties, acknowledgements, agreements
and undertakings contained in this appendix and further agrees that
the provisions of this appendix shall survive after completion of
the Placing;
18. that its obligations will be owed to the Company and
Mirabaud Securities and acknowledges that it has an immediate,
separate, irrevocable and binding obligation, owed to Mirabaud
Securities, to pay to Mirabaud Securities (or as it may direct) in
cleared funds an amount equal to that shown in the Contract
Note;
19. that the Company and Mirabaud Securities will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Mirabaud
Securities on its own behalf and on behalf of the Company and are
irrevocable;
20. it is aware of, have complied with and will continue to
comply with any obligations it has under the FSA's Money Laundering
Rules, the Criminal Justice Act 1993, section 118 of FSMA, the
Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001
and the Proceeds of Crime Act 2002 to the extent applicable to it
and in respect of its subscription for Placing Shares:(i)it has
complied fully with its obligations pursuant to the Money
Laundering Regulations 2007; and (ii) it will provide Mirabaud
Securities on demand with any information it may require for the
purposes of verification under the Money Laundering Regulations
2007;
21. that to ensure compliance with the FSA's Money Laundering
Rules, the Terrorism Act 2000, the Anti Terrorism Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007 (as applicable) Mirabaud Securities
may, in its absolute discretion, require verification of the
Placees identity to the extent that it has not already provided the
same. Pending the provision to Mirabaud Securities of evidence of
identity, definitive certificates in respect of Placing Shares may
be retained at its absolute discretion. If within a reasonable time
after a request for verification of identity Mirabaud Securities
has not received evidence satisfactory to it, Mirabaud Securities
may, at its absolute discretion, terminate the proposed issue of
Placing Shares to the Placee in which event the monies payable on
acceptance of the allotment will, if paid, be returned without
interest to the account of the drawee bank from which they were
originally debited. No Placing Shares will be placed with a Placee
if before Admission its acceptance of any Placing Shares is
rejected pursuant to the Money Laundering Regulations 2007;
22. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Rules issued by the FSA with effect from 1 July 2005
pursuant to Commission Regulation (EC) No. 809/2004;
23. 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 give the statements set out
herein) for investment purposes only;
24. that this Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares in any
jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares have not been and
will not be registered or qualified for sale under the security
laws of the United States, Japan, the Republic of South Africa or
any province of Canada or Australia. Accordingly, the Placing
Shares may not be offered or sold, directly or indirectly, within
the United States or to US Persons (as defined in paragraph 25
below) or within or to persons who are nationals of or are resident
in or who are corporations or other entities organised under the
laws of Japan, the Republic of South Africa, or any provinces of
Canada or Australia unless pursuant to a relevant exemption. Each
Placee agrees not to distribute this Announcement in or into the
United States, Japan, the Republic of South Africa, Canada, or
Australia;
25. that it is not a US Person (as defined below) or a person
who is a national of or resident in or who is a corporation or
other entity organised under the laws of Japan, the Republic of
South Africa or any province of Canada or Australia and that it is
not acquiring Placing Shares on behalf of, or with a view to
re-sale directly or indirectly to, any US Person or a person who is
a national of or resident in or who is a corporation or other
entity organised under the laws of Japan, the Republic of South
Africa or any province of Canada or Australia or to any other
person whom it has reason to believe is subscribing for such
Placing Shares for the purposes of such re-offer or re-sale. In
this Announcement, "US Person" means a citizen or resident of the
United States, a citizen or partnership or other entity created or
organised in or under the laws of the United States or any
sub-division thereof or therein and any estate or trustee which is
subject to US federal income taxation regardless of its source.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by 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 an acquisition 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 acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement
related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the
Company nor Mirabaud Securities will be responsible. If this is the
case, each Placee should seek its own advice and notify Mirabaud
Securities.
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 acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Mirabaud Securities does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities expected to be contained in
the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud Securities, any money held in an account with
Mirabaud Securities on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FSA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from Mirabaud
Securities' money in accordance with the client money rules and
will be used by Mirabaud Securities in the course of its own
business and each Placee will rank only as a general creditor of
Mirabaud Securities.
Appendix II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares
to trading on AIM and such admission
becoming effective in accordance
with rule 6 of the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"Announcement" means this announcement (including
the appendices to this announcement)
"Company" Equatorial Palm Oil plc
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the
holding of uncertificated securities
operated by Euroclear UK & Ireland
Limited
"Directors" or "Board" the directors of the Company,
or any duly authorised committee
thereof
"FSA" the Financial Services Authority
in its capacity as the competent
authority for the purposes of
Part VI of FSMA
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Group" the Company, its subsidiaries
and its subsidiary undertakings
"London Stock Exchange" London Stock Exchange Plc
"Mirabaud Securities" Mirabaud Securities LLP, broker
to the Company
"Ordinary Shares" ordinary shares of GBP0.01 each
in the capital of the Company
"Placing" the placing of the Placing Shares
at the Placing Price
"Placing Agreement" the agreement dated 28 March
2013 between the Company and
Mirabaud Securities relating
to the Placing
"Placing Price" 10 pence per Placing Share
"Placing Shares" 2,390,000 new Ordinary Shares
to be issued by the Company
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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