TIDMRBD
RNS Number : 2415G
Reabold Resources PLC
28 February 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN REABOLD RESOURCES PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF REABOLD
RESOURCES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
For immediate release
28 February 2018
Reabold Resources plc
("Reabold" or the "Company")
Proposed placing by way of a conditional accelerated
bookbuild
to raise up to GBP7.33 million (the "Placing")
and
Notice of General Meeting
The Board of Reabold (AIM: RBD), the AIM traded investment
company investing in the E&P sector, today announces a proposed
Placing by way of an accelerated bookbuild to raise up to GBP7.33
million (before expenses).
Summary of the Placing
-- The Company intends to raise up to GBP7.33 million (before
expenses) through the placing of up to 1,222,000,000 new Ordinary
Shares ("Placing Shares") arranged by Arden Partners plc ("Arden")
and Whitman Howard Limited ("Whitman Howard") (together, the "Joint
Brokers") at 0.6 pence per share with new and certain existing
shareholders.
-- Further details of the Placing are set out below and in the
Appendix to this Announcement.
-- The net proceeds from the Placing will provide the Company
with capital to exploit a number of opportunities that the
Directors believe have the capacity to provide significant returns
on investment.
-- Completion of the Placing is conditional, amongst other
things, upon on Admission to AIM of the Placing Shares and
Shareholder approval of Resolutions 1 and 2 to enable the issue of
the Placing Shares, which will be sought at a General Meeting of
the Company expected to be held at 11.00 a.m. on 19 March 2018.
-- A Circular containing further details of the Placing and
including a notice convening the General Meeting is expected to be
despatched to Shareholders following completion of the Bookbuild
Process (as defined below) and will thereafter be available on the
Company's website, www.reabold.com.
Further details of the Placing
Arden and Whitman Howard are acting as joint brokers in
connection with the placing. Arden is sole bookrunner in connection
with the Placing.
The Placing, by way of an accelerated bookbuild, will be
launched immediately following the release of this Announcement and
will be made available to eligible new and existing institutional
investors (the "Bookbuilding Process"). The book will close at the
discretion of Arden (following consultation with the Company and
Whitman Howard). The completion of the Bookbuilding Process will be
announced as soon as practicable.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this Announcement. The Placing is
not underwritten.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including the Appendix, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in the Appendix to this
Announcement.
The Placing Shares will, when issued, represent 79% of the
Existing Ordinary Shares prior to the issue of the Placing Shares
and 44% of the enlarged issued share capital following the Placing
and will be fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Application will be made for the Placing Shares to be admitted
to trading on AIM.
Settlement for the Placing Shares and Admission is expected to
take place on 8.00 a.m. on 20 March 2018. The Placing is
conditional upon, among other things, Resolutions 1 and 2 being
duly passed at the General Meeting and admission to trading on AIM
becoming effective in respect of the Placing Shares.
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Background to and reasons for the Placing
The Company is an investment company investing in the E&P
sector. The Company's investing policy is to acquire direct and
indirect interests in exploration and producing projects and assets
in the natural resources sector, and consideration is currently
given to investment opportunities anywhere in the world. However it
is the Board's intention, to concentrate on investments in European
oil and gas projects.
The Company raised GBP3.96m by way of a placing in September
2017 and GBP1.96m by way of subscription in October 2017. The
proceeds of the two transactions were used to invest GBP1.5m into
Corallian Energy Limited ("Corallian") for a 35.4 percent interest
in the company and GBP1.5m into Danube Petroleum Limited
("Danube"), a newly formed subsidiary of ASX listed ADX Energy Ltd,
(ASX:ADX) for a 29 percent interest in the Danube.
Corallian has a portfolio of UK oil & gas licences,
including the Colter appraisal project ("Colter"), that Corallian
management states has a high chance of success given the appraisal
nature of the project together with industry comparative low
drilling costs.
Danube holds a 50 percent interest in the high impact Parta
licence ("Parta"), onshore Romania, and a 100% interest in a
low-risk appraisal campaign within Parta, comprising of two wells
planned in H2 2018 to test 33 BCF prospective and contingent
resources.
The Board have considered the feasibility and cost-effectiveness
of including an open offer to existing shareholders in conjunction
with the placing which is principally to institutional
shareholders. Given the existing small number of shareholders in
the Company, their conclusion was that this was not the right time
to do so; but this will be considered for any future raises to
support the Company's investing policy as the shareholder base
grows.
Use of proceeds
The net proceeds of the Placing will be used to invest in
opportunities that meet the Company's investing policy. The
Directors believe that current market conditions have created a
portfolio of viable potential investments which could be executed
completed expediently on favourable terms. The Directors believe
that by raising capital, the Company will be well positioned to
exploit the best of these opportunities. Although there can be no
certainty that any particular potential investment identified by
the Company will complete, the Directors believe that there is
sufficient number of projects in the UK and Continental Europe
(including in existing investments) that they will be able to
deploy the capital raised in the short term.
An updated presentation on the Company's existing investments
and illustrative examples of the type of further potential
investments the Company could consider making in accordance with
its investing policy is available today on the Company's website at
www.reabold.com. There can be no certainty that the Company will be
successful in making any such potential pipeline investments.
Current trading and prospects
As announced on 12 February 2018, Reabold is intending to
participate in a further Corallian fundraise. This will allow
Corallian to drill the Colter prospect at a 50% equity interest,
and to exercise an option to drill Wick at a 40% interest as
opposed to its current fully carried 25%.
Corallian expects the Colter well to be drilled in Q2 2018 and
the Wick well to be drilled in Q3 2018.
In Romania, Danube Petroleum expects to drill the first well in
the Parta appraisal programme in H2 2018. Danube is sufficiently
funded for this first well. The planned Parta appraisal well
consists of a two well programme, and Danube is open to incremental
funding from financial investors or oil company partners to
facilitate the drilling of the second well. Reabold may, but is not
committed to, increase its investment into Danube Petroleum.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Joint
Brokers, as agent for the Company, have conditionally agreed to use
reasonable endeavours to procure subscribers for the Placing
Shares.
The Placing has not been underwritten by the Joint Brokers. The
Placing Agreement is conditional, amongst other things, upon 1 and
2 being duly passed at the General Meeting and Admission of the
Placing Shares becoming effective on or before 8.00 a.m. on 20
March 2018 (or such later time and/or date as the Company and Arden
may agree, but in any event by no later than 8.00 a.m. on 30 March
2018).
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Brokers and the Nominated Advisor in
relation to, amongst other matters, the accuracy of the information
in this document and other matters relating to the Company and its
business. In addition, the Company has agreed to indemnify the
Joint Brokers and Nominated Advisor in relation to certain defined
liabilities that it may incur in respect of the Placing. Arden has
the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a
material breach of the warranties given to the Joint Brokers and
the Nominated Advisor in the Placing Agreement, the failure of the
Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change affecting the condition,
or the earnings or business affairs or prospects of the Company as
a whole.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Placing
including all legal and other professional fees and expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
All Placing monies received by Arden under the terms of the
Placing will not become the property of the Company until Admission
of the Placing Shares.
The General Meeting
The Directors do not currently have Shareholder authority to
carry out the Placing or to allot all of the Placing Shares.
Accordingly, the Board will be seeking the approval of Shareholders
at the General Meeting to allot and issue the Placing Shares in
connection with the Placing and to disapply statutory pre-emption
rights. Further, the Board is seeking the approval of Shareholders
at the General Meeting to allot and issue Ordinary Shares, in
addition to those to be allotted under the Placing, to create
headroom to allow the board to issue a limited number of Ordinary
Shares following the Placing. This latter authority will expire at
the earlier of the conclusion of the Annual General Meeting of the
Company to be held in 2018 or the date falling 18 months from the
date of passing the relevant Resolution.
Set out in the Circular proposed to be despatched to
Shareholders is a notice convening the General Meeting to be held
at 11.00 a.m. on 19 March 2018 at the offices of Hill Dickinson
LLP, 105 Jermyn Street, London SW1Y 6EE, at which the following
Resolutions will be proposed:
1. Resolution 1 is proposed as an ordinary resolution, to
authorise the Directors to allot the Placing Shares pursuant to the
Placing and, to be passed, more than half of the votes cast must be
in favour of the resolution;
2. Resolution 2 is proposed as a special resolution to authorise
the Directors, under section 570(1) of the Act, to allot the
Placing Shares pursuant to the Placing for cash on a
non-pre-emptive basis and, to be passed, at least three quarters of
the votes cast must be in favour of the resolution;
3. Resolution 3 is proposed as an ordinary resolution to
authorise the Directors, under section 551 of the Act to allot
shares up to a nominal amount of GBP276,241.59 in addition to any
existing authorities including any granted under Resolution 1 and,
to be passed, more than half of the votes cast must be in favour of
the resolution; and
4. Resolution 4 is proposed as a special resolution to authorise
the Directors, under section 570(1) of the Act, to allot shares up
to a nominal amount of GBP276,241.59 in addition to any existing
authorities including any granted under Resolution 2 and, to be
passed, at least three quarters of the votes cast must be in favour
of the resolution.
Following the Placing the Directors will have utilised nearly
all of their authorities to issue new ordinary shares free of
pre-emption rights and accordingly they are seeking by way of
Resolutions 3 and 4 shareholders' authority to issue up to a
further 276,241,590 Ordinary Shares. Whilst the Directors have no
current plans to utilise such additional headroom it will allow
them to react quickly and cost effectively to any future
opportunities that may arise. If such authority were to be granted
it would represent 10% of the enlarged issued share capital of the
Company following the Placing.
Expected timetable 2018
Announcement of the Placing and Bookbuilding 10.30 a.m. on 28 February
Process commences
Publication of the Circular and Form of Proxy 28 February
Latest time and date for receipt of completed 11.00 a.m. on 15 March
Forms of Proxy and CREST voting instructions
Latest time and date for settlement of relevant 11.00 a.m. on 15 March
CREST instructions
General Meeting 11.00 a.m. on 19 March
Results of the General Meeting announced 19 March
Admission and commencement of dealings in 8.00 a.m. on 20 March
the Placing Shares on AIM
Expected date for CREST accounts to be credited 20 March
in respect of Placing Shares in uncertificated
form
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement through a Regulatory Information
Service. The Circular will contain further details of the expected
timetable for the Placing, the General Meeting and Admission.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
"Definitions" below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
Enquiries:
Reabold Resources plc 020 7440 640
Sachin Oza, Co-Chief Executive
Stephen Williams, Co-Chief Executive
Arden Partners (Joint Broker and bookrunner) 020 7614 5900
Paul Shackleton / Daniel Gee-Summons -
Corporate Finance
Fraser Marshall - Corporate Broking (bookrunning
enquiries)
Whitman Howard (Joint Broker) 020 7659 1234
Nick Lovering
Grant Barker
Beaumont Cornish (Nominated Advisers) 020 7628 3396
Roland Cornish
Felicity Geidt
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN REABOLD.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Brokers or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Arden to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as bookrunner and joint broker to the
Company in connection with the Placing. Arden will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Arden or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Arden is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Arden has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by
Arden for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material
information.
Whitman Howard, which is authorised and regulated by the FCA in
the United Kingdom, is acting as joint broker to the Company in
connection with the Placing. Whitman Howard will not be responsible
to any person other than the Company for providing the protections
afforded to clients of Whitman Howard or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Whitman Howard is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Whitman Howard has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Whitman Howard for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
Beaumont Cornish, which is authorised and regulated by the FCA
in the United Kingdom, is acting as nominated adviser to the
Company for the purposes of the AIM Rules in connection with the
Placing and, as nominated adviser, its responsibilities are owed
solely to the London Stock Exchange and are not owed to the Company
or its Directors or to any other person or entity. Beaumont Cornish
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Beaumont Cornish
or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Beaumont
Cornish is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Beaumont Cornish
has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Beaumont
Cornish for the accuracy of any information or opinions contained
in this Announcement or for the omission of any material
information.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Brokers or by any of their
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any presentation issued by the Company was or is
intended to be a profit forecast or estimate, and no statement in
this Announcement nor in any previous announcement or in any
presentation issued by the Company should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Brokers or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial
or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Arden and Whitman Howard will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE 2010
PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN REABOLD.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Brokers or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Arden to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as bookrunner and joint broker to the
Company in connection with the Placing. Arden will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Arden or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Arden is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Arden has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by
Arden for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material
information.
Whitman Howard, which is authorised and regulated by the FCA in
the United Kingdom, is acting as joint broker to the Company in
connection with the Placing. Whitman Howard will not be responsible
to any person other than the Company for providing the protections
afforded to clients of Whitman Howard or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Whitman Howard is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Whitman Howard has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Whitman Howard for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
Beaumont Cornish, which is authorised and regulated by the FCA
in the United Kingdom, is acting as nominated adviser to the
Company for the purposes of the AIM Rules in connection with the
Placing and, as nominated adviser, its responsibilities are owed
solely to the London Stock Exchange and are not owed to the Company
or its Directors or to any other person or entity. Beaumont Cornish
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Beaumont Cornish
or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Beaumont
Cornish is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Beaumont Cornish
has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Beaumont
Cornish for the accuracy of any information or opinions contained
in this Announcement or for the omission of any material
information.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Brokers or by any of their
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any presentation issued by the Company was or is
intended to be a profit forecast or estimate, and no statement in
this Announcement nor in any previous announcement or in any
presentation issued by the Company should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Arden
or by any of their respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to shareholders following the close of the Bookbuilding
Process. A copy of the Circular and Notice of General Meeting will
thereafter be made available on the Company's website,
www.reabold.com
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
the Joint Brokers. Pursuant to the Placing Agreement, the Joint
Brokers have, subject to the terms and conditions set out therein,
agreed to use reasonable endeavours, as agents of the Company, to
procure subscribers for the Placing Shares pursuant to the
Bookbuilding Process described in this Announcement and as set out
in the Placing Agreement.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 20 March 2018.
Bookbuilding Process
Commencing today, Arden will be conducting an accelerated
bookbuilding process (to determine demand for participation in the
Placing by Placees. This Announcement gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. However, Arden will be entitled to effect the Placing by
such alternative method to the Bookbuilding Process as it may,
after consultation with the Company, determine. No commissions will
be paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Joint Brokers. The Joint Brokers and each of
their Affiliates are entitled to participate as Placees in the
Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. on 28
February 2018, but may be closed at such earlier or later time as
Arden may, in its absolute discretion (after consultation with the
Company), determine. A further announcement will be made following
the close of the Bookbuilding Process detailing the number of
Placing Shares to be subscribed for by the Placees at the Issue
Price (the "Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its a sales contact at
Arden or Whitman Howard. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. If successful, Arden will re-contact and
confirm orally to Placees following the close of the Bookbuilding
Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter.
Arden's oral confirmation of the size of allocations and each
Placee's oral commitments to accept the same will constitute an
irrevocable legally binding agreement in favour of the Company
pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Issue Price
and otherwise on the terms and subject to the conditions set out
herein and in accordance with the Company's articles of
association. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by Arden.
The terms of this Appendix will be deemed incorporated in that
trade confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Joint
Brokers, any holding company of the Joint Brokers, any subsidiary
of the Joint Brokers, any subsidiary of any such holding company,
any branch, affiliate or associated undertaking of any such company
nor any of their respective directors, officers and employees (each
an "Affiliate of the Joint Brokers") nor any person acting on their
behalf shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Brokers, any Affiliate of the Joint Brokers nor
any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary
duties), in respect of the conduct of the Bookbuilding Process or
of such alternative method of effecting the Placing as Arden may
determine.
All obligations of the Joint Brokers under the Placing will be
subject to fulfillment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Brokers under the Placing Agreement
are conditional, amongst other things, upon:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading on and as of the date of the Placing Agreement
and at Admission of the Placing Shares and the Joint Brokers and
the Nominated Advisor receiving a certificate from the Company
confirming such is the case;
2. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
3. the obligations of the Joint Brokers not having been
terminated (as described below under "Right to terminate under the
Placing Agreement");
4. the Company allotting, subject to Admission, the Placing
Shares in accordance with the Placing Agreement; and
5. Admission of the Placing Shares occurring not later than 8.00
a.m. on 20 March 2018 or such later time and/or date as the Joint
Brokers may agree in writing with the Company (but in any event not
later than 8.00 a.m. on 30 March 2018).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
the Joint Brokers, the Company, any Affiliate of the Joint Brokers,
or any holding company of the Company, any subsidiary of the
Company, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company or any of
their respective directors, officers and employees (each a "Reabold
Affiliate") shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Joint Brokers' rights and obligations in respect of the Placing
terminate, amongst others, in the circumstances described below
under "Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a material breach of the warranties given to the Joint
Brokers in the Placing Agreement, the failure of the Company to
comply in any material respect with any of its obligations under
the Placing Agreement, the occurrence of a force majeure event or a
material adverse change affecting the condition, or the earnings or
business affairs or prospects of the Company.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, the Joint Brokers, any
Affiliate of the Joint Brokers nor any Reabold Affiliate shall have
any liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise. Any such waiver or extension
will not affect Placees' commitments as set out in this
Announcement.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the UK or elsewhere in the
European Economic Area. No offering document or prospectus has been
or will be prepared in relation to the Placing and no such
prospectus is required (in accordance with the Prospectus
Directive) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Joint Brokers and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Brokers (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Affiliate of the
Joint Brokers, any persons acting on its or their behalf or the
Company or any Reabold Affiliate and none of the Joint Brokers, any
Affiliate of the Joint Brokers, any persons acting on their behalf,
the Company, any Reabold Affiliate or any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with the Joint Brokers for itself
and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as it may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 16 March 2018
Settlement Date 20 March 2018
ISIN Code GB00B95L0551
SEDOL B95L055
Deadline for input instruction 15 March 2018
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the Trade Date shown above. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has
in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the Joint Broker.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it 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, the Placee 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 the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Joint Brokers or the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees in each case as a
fundamental term of their application for Placing Shares as set out
below:
1. that it has read and understood this Announcement in its
entirety (including this Appendix) and acknowledges that its
participation in the Placing and the issue of the Placing Shares
will be governed by and be subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained inf
this Announcement (including this Appendix) and it undertakes not
to redistribute, forward, transfer, duplicate or otherwise transmit
this Announcement;
2. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuilding Process, the Placing or the
Placing Shares;
3. that it will indemnify on an after-tax basis and hold
harmless each of the Company, the Joint Broker, Affiliate of the
Joint Brokers and Reabold Affiliates and any person acting on their
behalf from any and all costs, losses, 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 Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
4. that the Placing Shares will be admitted to trading on AIM
and the Company is therefore required to publish certain business
and financial information in accordance with AIM Rule 26 and other
applicable laws and regulations (the "Exchange Information"), which
includes certain business and financial and the Company's
announcements and circulars published in the past 12 months, and
that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of the contents
of the Exchange Information;
5. that none of the Joint Brokers, any Affiliate of the Joint
Brokers or any person acting on their behalf has provided, and will
not provide, it with any material or information regarding the
Placing Shares or the Company; nor has it requested any of the
Joint Brokers, any Affiliate of the Joint Brokers or any person
acting on their behalf to provide it with any such material or
information;
6. that (i) none of the Joint Brokers, any Affiliate of the
Joint Brokers or any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Joint Brokers
and that the Joint Brokers do not have any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right, and (ii) neither it nor, as the case may be,
its clients expect the Joint Brokers to have any duties or
responsibilities to it similar or comparable to the duties of "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook contained in the FCA's Handbook of Rules and Guidance,
and that the Joint Brokers are not acting for it or its clients,
and that the Joint Brokers will not be responsible to any person
other than the Company for providing protections afforded to its
clients;
7. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint Brokers,
any Affiliate of the Joint Brokers or any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this Announcement or any information previously
published by or on behalf of the Company and none of the Joint
Brokers, any Affiliate of the Joint Brokers or any person acting on
their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing to subscribe for the Placing Shares
is contained in this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares, and that it has relied on its own investigation
with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation
that the Joint Brokers, any Affiliate of the Joint Brokers or any
person acting on their behalf may have conducted with respect to
the Placing Shares or the Company and none of such persons has made
any representations to it, express or implied, with respect
thereto;
8. that it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has had sufficient
time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax,
legal and other economic considerations and has relied upon its own
examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting its
invitation to participate in the Placing;
10. that it is not entitled to rely on any information
(including, without limitation, any information contained in any
management presentation given in relation to the Placing) other
than that contained in this Announcement (including this Appendix)
and represents and warrants that it has not relied on any
representations relating to the Placing, the Placing Shares or the
Company other than the information contained in this
Announcement;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Brokers, any Affiliate of the Joint Brokers or any person acting on
their behalf and understands that (i) none of the Joint Brokers,
any Affiliate of the Joint Brokers or any person acting on their
behalf has or shall have any liability for any public information
relating to the Company or otherwise or any representation; (ii)
none of the joint Brokers, any Affiliate of the Joint Brokers, or
any person acting on their behalf has or shall have any liability
for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the
date of this Announcement or otherwise; and that (iii) none of the
Joint Brokers, any Affiliate of the Joint Brokers, or any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
12. that (i) it is entitled to acquire the Placing Shares for
which it is subscribing under the laws and regulations of all
relevant jurisdictions which apply to it; (ii) it has fully
observed such laws and regulations and obtained all such
governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, the Joint Brokers, any Affiliate
of the Joint Brokers, Reabold Affiliate or any person acting on
their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
13. that it understands that the Placing Shares have not been
and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and are not being offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act;
14. that its acquisition of the Placing Shares has been or will
be made in an "offshore transaction" as defined in and pursuant to
Regulation S;
15. that it will not offer or sell, directly or indirectly, any
of the Placing Shares in the United States except in accordance
with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
16. that, if it is a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the European Economic Area which has implemented the Prospectus
Directive other than "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive, or in circumstances in which
the prior consent of Arden has been given to such an offer or
resale;
17. that it has not offered or sold and will not offer or sell
any Placing Shares to the public in any member state of the
European Economic Area except in circumstances falling within
Article 3(2) of the Prospectus Directive which do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Directive;
18. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which it is permitted to do so pursuant to
section 21 of FSMA;
19. that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
20. that it has complied with its obligations: (i) under the
Criminal Justice Act 1993 and the Market Abuse Regulation (EU
596/2014); (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017)
and that it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act 1977 or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations ((i), (ii), (a) and (b), together, the
"Regulations") and rules and guidance on anti-money laundering
produced by the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations; and it is permitted to subscribe for
Placing Shares in accordance with the laws of all relevant
jurisdictions which apply to it and it has have complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations
2017);
21. that if in the United Kingdom, represents and warrants that:
(a) it is a person having professional experience in matters
relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the FPO, or (b) it
is a person who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations etc") of the FPO, or
(c) it is a qualified investor as defined in section 86(7) of FSMA,
being a person falling within Article 2.1(e)(i), (ii) or (iii) of
the Prospectus Directive, or (d) if not a person meeting the
criteria set out in (a) or (b) of this paragraph 21 or the other
criteria of qualified investors for the purposes of section 86(7)
of FSMA, he or she is a director of the Company at the time of the
Placing or (d) it is person to whom this announcement may otherwise
lawfully be communicated;
22. that its participation in the Placing would not give rise to
an offer being required to be made by it or any person with whom it
is acting in concert pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
23. that it (and any person acting on its behalf) will pay for
the Placing Shares acquired by it in accordance with this
Announcement and with any trade confirmation sent by Arden (or on
its behalf) to it in respect of its allocation of Placing Shares
and its participation in the Placing on the due time and date set
out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as Arden may, in its absolute discretion, determine and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
24. that none of the Joint Brokers, any Affiliate of the Joint
Brokers or any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that none of the Joint Brokers, any
Affiliate of the Joint Brokers or any person acting on their behalf
has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement or for the exercise or performance of any of Arden's
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
25. that (i) the person whom it specifies for registration as
holder of the Placing Shares will be (a) the Placee or (b) the
Placee's nominee, as the case may be, (ii) neither Arden 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 and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of Arden
which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
26. 26. that it irrevocably appoints any director of Arden as
its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
27. that it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Restricted Jurisdiction;
28. that any person who confirms to Arden on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises
Arden to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee;
29. that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it 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 of 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 issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither
the Company nor Arden will be responsible. If this is the case, the
Placee should take its own advice and notify Arden accordingly;
30. that when a Placee or any person acting on behalf of the
Placee is dealing with Arden, any money held in an account with
Arden on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning
of the relevant rules and regulations of the FCA. 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 in accordance with the client money rules
and will be used by Arden in the course of its business; and the
Placee will rank only as a general creditor of Arden (as the case
may be);
31. that in order to ensure compliance with the Anti-Terrorism,
Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as
amended) and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, Arden (for
itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Arden or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Arden's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Arden's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Arden (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Arden and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
33. that the Company, Arden, and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
34. that the basis of allocation will be determined by Arden at
its absolute discretion and that the right is reserved to reject in
whole or in part and/or scale back any participation in the
Placing;
35. the Company and Arden may produce this Announcement pursuant
to, in connection with, or as maybe required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
36. that its commitment to subscribe for Placing Shares on the
terms and conditions set out herein will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or Arden's conduct of the Placing;
37. that time is of the essence as regards its obligations under this Appendix;
38. that any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Arden;
39. that it will be bound by the terms of the articles of association of the Company; and
40. that the terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing and any non-contractual
obligations arising out of or in connection with such agreements
will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute or matter (including any
non-contractual obligations) arising out of or in connection with
any such agreements, except that enforcement proceedings in respect
of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or Arden in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company,
the Joint Brokers and the Nominated Adviser (for their own benefit
and, where relevant, the benefit of any Affiliate of the Joint
Brokers or Reabold Affiliate and any person acting on their behalf)
and are irrevocable.
No claim shall be made against the Company, Whitman Howard,
Beaumont Cornish, Arden, any Affiliate of the Joint Brokers, any
Reabold Affiliate, or any other person acting on behalf of any of
such persons by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising
from or in connection with the performance of its obligations
hereunder or otherwise howsoever in connection with the Placing or
Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Arden will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Joint Brokers in the event
that any of the Company, any Reabold Affiliate, either of the Joint
Brokers or any Affiliate of the Joint Brokers has incurred any such
liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the 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.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Arden shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Arden does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Brokers or any Affiliate of
the Joint Brokers may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
The rights and remedies of the Joint Brokers, the Nominated
Adviser and the Company under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to
Arden and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Arden may
reasonably request.
DEFINITIONS
In this Announcement, the following words and expressions shall,
unless the context provides otherwise, have the following
meanings:
"Act" the Companies Act 2006, as amended
"Admission" admission to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules in respect
of the relevant Placing Shares
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange as amended from time to time
"Announcement" this announcement, including the Appendix
"Arden" Arden Partners PLC, the Company's joint broker and
sole bookrunner for the purposes of the Placing
and Admission
"Beaumont Cornish" Beaumont Cornish Limited, the Company's nominated
adviser
"Board" or "the the directors of the Company, as at the date of
Directors" this document
"certificated" or an Ordinary Share recorded on the Company's share
"in certificated register as being held in certificated form (namely,
form" not in CREST)
"Circular" the circular to be sent to Shareholders setting
out the details of the proposed Placing and the
Notice of General Meeting
"Company" or "Reabold" Reabold Resources plc, a company incorporated in
England and Wales under the Companies Act 1985 with
registered number 03542727
"CREST" the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator (as
defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I.
2001 No. 3755)
"Existing Ordinary the 1,540,415,896 existing Ordinary Shares in issue
Shares" at the date of this Announcement, all of which are
admitted to trading on AIM
"E & P" Exploration and Production
"FCA" the Financial Conduct Authority of the UK
"Form of Proxy" the form of proxy to be accompany the Circular for
use in relation to the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"General Meeting" the general meeting of the Company to be held at
the offices of Hill Dickinson LLP, 105 Jermyn Street,
London SW1Y 6EE at 11.00 a.m. on 19 March 2018
"Issue Price" 0.6 pence
"London Stock Exchange" London Stock Exchange plc
"MAR" the EU Market Abuse Regulation (596/2014/EU)
Nominated Advisor Beaumont Cornish
"Notice of General the notice convening the General Meeting which will
Meeting" be set out in the Circular
"Ordinary Shares" the ordinary shares of 0.1p (GBP0.001) each in the
capital of the Company
"Placing" the conditional placing of the Placing Shares by
Arden as agent for and on behalf of the Company,
pursuant to the Placing Agreement, further details
of which are set out in this Announcement and the
Circular
"Placing Agreement" the conditional agreement between te Company, the
Joint Brokers and the Nominated Adviser dated 28
February 2018 in respect of the Placing
"Placing Shares" up to 1,222,000,000 new Ordinary Shares to be issued
pursuant to the Placing
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements and included
within the list maintained on the FCA's website
"Resolutions" the resolutions to be set out in the Notice of General
Meeting
"Restricted Jurisdiction" the United States, Australia, Canada, Japan, the
Republic of Ireland or the Republic of South Africa
or any other jurisdiction where to offer, sell,
take up, deliver or transfer in, into or from would
constitute a breach of local securities laws or
regulations
"Shareholders" holders of Ordinary Shares
"uncertificated" an Ordinary Share recorded on a company's share
or "in uncertificated register as being held in uncertificated form in
form" CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"Whitman Howard" Whitman Howard Limited, the Company's joint broker
for the purposes of the Placing and Admission
"GBP", "pounds sterling", are references to the lawful currency of the United
"pence" or "p" Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCTPMBTMBBTBFP
(END) Dow Jones Newswires
February 28, 2018 06:26 ET (11:26 GMT)
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