TIDMSAE
RNS Number : 3418V
SIMEC Atlantis Energy Limited
06 August 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS
DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS
SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT
RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND
ITS SECURITIES.
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES
AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE
LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL
OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
6 August 2020
SIMEC Atlantis Energy Limited
Proposed Placing of approximately 50,000,000 new Ordinary Shares
at 12 pence per share to raise approximately GBP6 million for the
Company
Proposed offer for subscription for new Ordinary Shares at 12
pence per share on the PrimaryBid platform
Proposed investment by the Company in a fuel supply joint
venture with N+P
Highlights
-- Proposed Placing at 12 pence per Ordinary Share to raise
gross proceeds (before expenses) of approximately GBP6 million.
-- Placing to be conducted by way of an accelerated bookbuild
process by Investec and Arden in accordance with the terms and
conditions set out in the Appendix to this announcement. The
accelerated bookbuild will commence immediately following this
announcement.
-- PrimaryBid Offer for subscription for new Ordinary Shares at 12 pence per share.
-- A further announcement launching the PrimaryBid Offer will be made shortly.
-- The Placing Price represents a discount of 34.25 per cent. to
the mid-market closing price of 18.25 pence on 5 August 2020, being
the last practicable trading day prior to release of this
announcement.
-- The net proceeds of the Placing are proposed to be used to
fund the Group's working capital and for investment in new fuel
processing facilities via a new joint venture.
-- Proposed investment in 50/50 fuel supply joint venture with N+P to:
o provide the Company with security of fuel supply for Uskmouth
Power Station; and
o provide exposure to future revenue opportunities from gate
fees and sale of fuel to other projects.
-- A further announcement will be made on the closing of the
Placing and the PrimaryBid Offer.
-- The Group will also today publish its preliminary results for
the year ended 31 December 2019 in a separate announcement. A copy
of the preliminary results will be available on the Company's
website at www.simecatlantis.com. The preliminary results should be
read in conjunction with this announcement and prospective
investors should read the Group's preliminary results in full
before making any bid in the Bookbuild.
Enquiries:
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser, Broker and Joint Bookrunner to the
Company)
Jeremy Ellis
Sara Hale
Ben Griffiths
Arden Partners plc +44 (0) 20 7614 5900
(Joint Bookrunner to the Company)
Ciaran Walsh
Ruari McGirr
Benjamin Cryer
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Notes to Editors
SIMEC Atlantis Energy
Atlantis is a global developer, owner and operator of
sustainable energy projects with a diverse portfolio in various
stages of development. This includes a 77 per cent. stake in the
world's largest tidal stream power project, MeyGen, 100 per cent.
of the 220MW Uskmouth Power Station conversion project and 100 per
cent. of Green Highland Renewables, a leading developer of
mini-hydro projects.
https://www.simecatlantis.com/
Market Abuse Regulation
The information contained within this announcement is inside
information as stipulated under MAR. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain. The person responsible for arranging for the
release of this announcement on behalf of SIMEC Atlantis Energy is
Tim Cornelius, Chief Executive Officer of SIMEC Atlantis
Energy.
Important Notice
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement, including the Appendix, and the information
contained herein, is restricted and is not for publication,
distribution or release, directly or indirectly, in whole or in
part, in or into or from the United States, (including its
territories and possessions, any States of the United States and
the District of Columbia) (collectively, the "United States"),
Canada, Australia, Japan or the Republic of South Africa or in or
into or from any other jurisdiction where to do so might constitute
a violation of the relevant laws or regulations of such
jurisdiction. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or under any applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, resold or transferred or delivered, directly or
indirectly, in or into or from the United States absent
registration under the US Securities Act or except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act ("Regulation S").
Persons receiving this announcement (including custodians, nominees
and trustees) must not forward, distribute, mail or otherwise
transmit it in or into the United States or use the United States
mails, directly or indirectly, in connection with the Placing. This
announcement does not constitute or form part of an offer to sell
or issue or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the Restricted Jurisdictions or any other
jurisdiction in which such offer or solicitation would be unlawful.
This announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
This announcement is 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: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with the Joint Bookrunners) "qualified investors", as defined in
article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129), as amended ("Qualified Investors"); (B) if in the
United Kingdom, Qualified Investors who are persons who: (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO"); or (ii) fall within
the definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO; or (C) are
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). No other
person should act on or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. No prospectus will be made
available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
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 by the Company, the Joint
Bookrunners, or by any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates as to or
in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to any
interested person or its advisers, and any liability therefore is
expressly disclaimed. None of the information in this announcement
has been independently verified or approved by the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability is accepted by either Joint
Bookrunner or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates for any
errors, omissions or inaccuracies in such information or opinions
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this announcement
or its contents or otherwise in connection with this announcement
or from any acts or omissions of the Company in relation to the
Placing.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group will operate to differ materially from the
impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Investec, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting as nominated adviser,
broker and joint bookrunner to the Company in respect of the
Placing. Investec is acting exclusively for the Company and for
no-one else in connection with the Placing and the matters referred
to herein, and will not be treating any other person as its client,
in relation thereto and will not be responsible for providing the
regulatory protections afforded to its clients nor for providing
advice in connection with the Placing or any other matters referred
to herein.
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting as joint bookrunner to the Company in respect
of the Placing. Arden is acting exclusively for the Company and for
no-one else in connection with the Placing and the matters referred
to herein, and will not be treating any other person as its client,
in relation thereto and will not be responsible for providing the
regulatory protections afforded to its customers nor for providing
advice in connection with the Placing or any other matters referred
to herein. 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.
In connection with the Placing, the Joint Bookrunners and any of
their affiliates, acting as investors for their own accounts, may
subscribe for or purchase Ordinary Shares in the Company and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Ordinary Shares being offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any offer to, or
subscription, acquisition, placing or dealing by the Joint
Bookrunners and any of their affiliates acting as investors for
their own accounts. In addition, the Joint Bookrunners or their
affiliates may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to
time acquire, hold or dispose of Ordinary Shares. The Joint
Bookrunners have no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares 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 set out in this
announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
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, the Joint Bookrunners 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
Regulated Information Classification: Inside information
1. INTRODUCTION
The Company is pleased to announce a proposed fundraising to
conditionally raise approximately GBP6 million (before expenses) by
way of a placing of new Ordinary Shares at a price of 12 pence per
share. Details of the Placing are set out below and in the Appendix
to this announcement. Investec and Arden are acting as joint
bookrunners in connection with the Placing. It is intended that the
net proceeds of the Placing will be used to fund the Group's
working capital, in order that the Company's auditors are able to
give a clean going concern opinion in respect of the Company's
financial statements for the period ended 31 December 2019, and an
investment in new fuel processing facilities via a 50/50 fuel
supply joint venture with N+P. The Placing is not conditional upon
the proposed investment by the Company in the fuel supply joint
venture proceeding. A further announcement will be made on the
closing of the Placing, which is expected to occur later today.
In addition to the Placing, the Company has made arrangements
with PrimaryBid for retail and other investors to subscribe for
Ordinary Shares through the PrimaryBid platform at the Placing
Price. A further announcement relating to the PrimaryBid Offer will
be made shortly after this announcement. The results of the
PrimaryBid Offer will be announced later today at the same time as
the results of the Placing. The funds from the PrimaryBid Offer
will be used in connection with the proposed investment in new fuel
processing facilities via the 50/50 joint venture with N+P.
The Company is also pleased to announce that it intends, shortly
following the Placing, to enter into arrangements with a member of
the N+P Group pursuant to which the Company will replace SIMEC
Fuels Holdings UK Limited ("SIMEC Fuels"), a member of SIMEC's
Group, as the joint venture partner of N&P UK Holding 2 Ltd
("N+P UK") for the fuel supply to Uskmouth Power Station and other
UK conversion projects.
The Placing Shares and the PrimaryBid Shares will be issued
pursuant to the authorities granted to the Directors at the
Company's annual general meeting held in 2019. Accordingly, neither
the Placing nor the PrimaryBid Offer is subject to approval of the
Company's Shareholders.
Subject to all conditions to the Placing being satisfied, the
Placing Shares and the PrimaryBid Shares will be admitted to
trading on AIM. It is anticipated that Admission will take place on
11 August 2020.
2. DETAILS OF THE PLACING
The Company intends to raise approximately GBP6 million (before
expenses) pursuant to the Placing. The price per Placing Share is
12 pence.
The Placing will be conducted by the Joint Bookrunners in
accordance with the terms and conditions set out in the Appendix to
this announcement. The Placing is being conducted through an
accelerated bookbuilding process which will commence immediately
following this announcement in accordance with the terms and
conditions set out in the Appendix to this announcement.
The bookbuilding process will determine demand for and
participation in the Placing. The timing of the closing of the
books is at the absolute discretion of the Joint Bookrunners in
consultation with the Company. The allocations will be determined
by the Joint Bookrunners in their absolute discretion following
consultation with the Company and will be confirmed orally or by
email by the relevant Joint Bookrunner following the close of the
bookbuilding process.
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be generally limited to certain
qualifying institutional investors who are invited, and who choose,
to participate. The Placing Shares are not being made available to
the public and, subject to certain limited exceptions, are not
being offered or sold in, into or from the United States of
America, Canada, Australia, Japan or the Republic of South Africa
or any other jurisdiction where it would be unlawful to do so.
A further announcement in respect of the total number of Placing
Shares to be issued and the aggregate proceeds to be raised through
the Placing will be made as soon as is practicable, once these
details have been finally determined. The Placing is not being
underwritten.
Following Admission, the Placing Shares will be issued and
allotted credited as fully paid and will rank pari passu with the
Ordinary Shares as well as with the PrimaryBid Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after the
date of issue.
The Placing is conditional, inter alia, upon:
(a) the publication by the Company of, among other
announcements, the results of the Placing by means of a Regulatory
Information Service;
(b) the performance by the Company in all material respects of
its obligations under the Placing Agreement, to the extent that
they fall to be performed prior to Admission and which in the good
faith of opinion of Investec or Arden is material and adverse in
the context of the Placing and Admission;
(c) the Placing Agreement having not been terminated in accordance with its terms;
(d) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(e) Admission becoming effective at 8.00 a.m. on 11 August 2020
(or such later time and date as the Company and the Joint
Bookrunners may agree but not later than 8.00 a.m. on 18 August
2020).
The Placing is not conditional upon the proposed investment by
the Company in the fuel supply joint venture with N+P
proceeding.
If any of the conditions in the Placing Agreement are not
satisfied, the Placing Shares will not be issued and all monies
received from Placees will be returned to them (at the Placees'
risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the
Company to the Joint Bookrunners as to matters relating to the
Company and its business and customary indemnities from the Company
to the Joint Bookrunners in respect of liabilities arising out of
or in connection with the Placing and Admission. The Placing
Agreement also contains customary rights of termination which could
enable the Joint Bookrunners to terminate the Placing in certain
limited circumstances.
The Company has also agreed to certain post-Admission
undertakings including, subject to certain exceptions, not to
offer, issue, lend, sell or contract to sell, issue options in
respect of or otherwise dispose of or announce an offer or issue of
any of its Ordinary Shares or securities exchangeable or
convertible into its Ordinary Shares in the period of 90 days from
the date of Admission without prior written consent of the Joint
Bookrunners (such consent not to be unreasonably withheld or
delayed).
Application has been made to the London Stock Exchange for the
Placing Shares (along with the PrimaryBid Shares) to be admitted to
trading on AIM. It is expected that Admission will take place and
that trading in the Placing Shares (along with the PrimaryBid
Shares) will commence on or around 11 August 2020.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
3. DETAILS OF THE PROPOSED INVESTMENT in a fuel supply joint venture
Shortly following the Placing, the Company intends to enter,
through its wholly owned subsidiary Atlantis Projects Pte. Ltd
("APPL"), into heads of terms with N+P UK, a member of the N+P
Group, for a new fuel supply joint venture. The proposed joint
venture, and certain associated arrangements, would facilitate the
Company, through APPL, replacing SIMEC Fuels, a member of SIMEC's
group, as N+P UK's joint venture partner for the fuel supply to
Uskmouth Power Station and other UK projects.
It is proposed that the Company, through APPL, and N+P, through
N+P UK, create a new joint venture company, owned in equal
proportions by N+P UK and APPL, or their respective subsidiaries,
and for such parties to enter into a formal joint venture agreement
detailing the purpose of the joint venture company and setting out
their respective rights and obligations. It is proposed that the
new joint venture will replace N+P's existing joint venture with
SIMEC Fuels and N+P UK has accordingly agreed, as a binding
provision of the heads of terms, that it will enter into a deed of
termination with the parties to the existing joint venture
agreement in order to terminate the existing joint venture and
related agreements. It has been agreed that, as a condition
precedent to the new joint venture taking effect, APPL will pay N+P
UK approximately EUR500,000 in respect of SIMEC Fuels' share, in
its capacity as a party to the existing joint venture, of unpaid
development expenditure to date. It is intended that APPL and N+P
UK will agree a budget for future development expenditure and APPL
will commit to meet 50 per cent. of such future
development expenditure, currently projected to be c. GBP2
million for the period to financial close of the construction
funding for the Uskmouth Power Station fuel facilities. The Company
and N+P, and their respective subsidiaries, will seek to agree and
enter into the definitive joint venture agreement as soon as
reasonably possible and have agreed a mutual 90 day period of
exclusivity to facilitate such negotiation and agreement.
In connection with APPL and N+P UK's intended entry into the
heads of terms, and the proposed new joint venture to be documented
therein, the following documents are also proposed to be entered
into:
-- Deed of termination and suspension: in order to give effect
to the proposed investment, it is intended that SUP, SIMEC Subcoal
Fuels Limited ("SSF"), Atlantis Resources (Scotland) Limited
("Atlantis Scotland") and the new joint venture company will
terminate the existing power purchase agreement entered into on 21
May 2018, as amended and restated on 24 May 2018, between SUP and
SSF, and the existing management services agreement dated 31
October 2018, between SSF and Atlantis Scotland. In connection with
the termination of the management services agreement, it has been
agreed that Atlantis Scotland and SUP will each acknowledge and
agree that they have no claim, and also waive any such claim that
they may have, in respect of an outstanding amount of approximately
GBP220,000 which is otherwise owing from SSF to Atlantis Scotland
and SUP under the management services agreement. The parties have
further agreed that the fuel supply agreement, also entered into on
21 May 2018 and amended and restated on 24 May 2018, between SUP
and SSF, shall be novated to the new joint venture company to be
established by APPL and N+P UK. It is proposed that, as soon as
reasonably practicable following such novation, the fuel supply
agreement will be amended and restated. Pending such amendment and
restatement, the parties have agreed that all rights and
obligations under the fuel supply agreement will be suspended. It
has also been agreed that if the amendment and restatement does not
become effective by 31 December 2021, the fuel supply agreement
shall automatically terminate without liability on the part of
either party;
-- Deed of termination: it is proposed that the new joint
venture company, once incorporated, will also enter into a deed of
termination in connection with the existing joint venture between
SIMEC Fuels and N+P UK. It is proposed that, pursuant to the deed
of termination, certain agreements entered into for the purpose of
the existing joint venture will be terminated with the relevant
counterparties waiving any rights or claims they may have pursuant
to such agreements. It is intended that, pursuant to the deed of
termination, certain parties will also agree to take necessary
steps to give effect to the novation of the fuel supply agreement
to the new joint venture company and the dissolution of the
existing joint venture company; and
-- Royalty payment agreement: in consideration for SIMEC's
withdrawal from the current joint venture, it is intended that the
new joint venture company will enter into a royalty payment
agreement with SIMEC Group Limited, a member of SIMEC's group,
pursuant to which it has been agreed that subject to, amongst other
things, the existing joint venture terminating, the new joint
venture agreement being entered into and the fuel supply agreement
being novated to the new joint venture company, SIMEC Group Limited
will receive an index linked royalty equal to either: (a) GBP1.20
for each tonne of fuel produced and supplied by the new joint
venture company to Uskmouth Power Station; or (b) GBP1.00 for each
tonne of fuel produced and supplied by the new joint venture
company to other projects.
The Board of Atlantis believes that, should the proposed
investment in the fuel supply joint venture with N+P proceed, the
new joint venture company would benefit from the following:
-- Waste sourcing: the new joint venture intends to construct
two new fuel production facilities, with financial close for each
new facility being targeted for Q1 2021, each producing
approximately 220,000 tonnes of fuel for Phase 1 of the Uskmouth
Power Station conversion per annum, and accepting waste from within
a proposed 250 mile radius, giving almost nationwide access for
waste sourcing. Phase 1 of the Uskmouth conversion is expected to
require 440,000 tonnes of fuel per year, rising to 880,000 tonnes
upon completion of Phase 2. A recent study for N+P's existing
Teesport facility, which is designed to produce a similar fuel
pellet, indicated availability of 3.3 million tonnes of waste per
annum suitable for processing at that plant;
-- Increased waste handling flexibility: the new facilities are
intended to be designed to accommodate a wider specification of
input waste relative to the waste which can be processed by the N+P
Group's existing Teesport facility, and this will increase the
available waste which is suitable for processing into fuel for
Uskmouth Power Station (i.e. accessing a larger proportion of the
total residual waste for which there is not currently treatment
capacity in the UK);
-- Revenues: the joint venture company will have two sources of
revenue: gate fees from the receipt of waste and revenues from the
sale of the processed fuel product. It is expected that this
business model will allow the new joint venture company to set gate
fees at a competitive level in order to secure sufficient input
waste, given that the most likely alternative treatment option for
the high energy waste targeted for the fuel pellets is expected to
be landfill (a high cost disposal option); and
-- Contracting strategy: medium and long term waste contracts
typically require gate fees of GBP10 to GBP20/tonne less than the
spot market price. The joint venture's business model will be
optimised by striking a balance between long term contracts (to
ensure availability of fuel to fulfil commitments under the fuel
supply agreement with SUP) and short term arrangements (to maximise
revenue).
The entry by the Company, through APPL, into the joint venture
arrangements (including with respect to the proposals for payment
of royalties to SIMEC Group Limited, payment to N+P UK in respect
of unpaid development expenditure incurred by SIMEC Fuels to date,
and the waiving of amounts owed by SSF under the management
services agreement) will be classified as a related party
transaction under the AIM Rules for Companies since it involves a
transaction with related parties of the Company, SIMEC Group
Limited, SIMEC Fuels and SSF, each being an associate of SIMEC
which is itself a substantial shareholder of the Company (being the
Company's largest Shareholder by virtue of owning, as at the date
of this announcement, approximately 49.99 percent of the Company's
issued Ordinary Share capital). The Directors who are not involved
in the transaction as related parties (being the Non-SIMEC
Directors), having consulted with the Company's nominated adviser,
Investec, consider that the terms of the proposed transaction are
fair and reasonable insofar as the Company's Shareholders are
concerned.
4. Use of proceeds of the Placing and THE PRIMARYBID OFFER
The net proceeds of the Placing will be used to fund the
Company's working capital requirements, in order that the Company's
auditors are able to give a clean going concern opinion in respect
of the Company's financial statements for the period ended 31
December 2019. The net proceeds of the Placing, and the proceeds of
the PrimaryBid Offer, will also be used in connection with the
proposed investment by the Company in a fuel supply joint venture
with N+P. Specifically, of the net proceeds raised, c. GBP3 million
would be used for the former and c. GBP2.5 million for the latter.
If the proposed investment does not proceed, or the proceeds are
greater than what is required for the proposed investment, then the
net proceeds of the Placing and the PrimaryBid Offer will be used
for the Group's general corporate purposes to the extent that the
proceeds exceed the amount used to fund the Group's working capital
requirements.
5. Timetable, Admission and dealings
Application has been made to the London Stock Exchange for the
Placing Shares and the PrimaryBid Shares to be admitted to trading
on AIM. It is expected that Admission will take place and that
trading in the Placing Shares and the PrimaryBid Shares will
commence on AIM on or about 11 August 2020.
6. Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Definitions and glossary
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Admission" the admission of the Placing Shares
and the PrimaryBid Shares to trading
on AIM becoming effective in accordance
with the AIM Rules
"Affiliates" has the meaning given to that term
in the Appendix
"AIM" AIM, a market of the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies and the
AIM Rules for Nominated Advisers,
as applicable
"AIM Rules for Companies" the rules for AIM companies published
by the London Stock Exchange, as amended
or re-issued from time to time
"AIM Rules for Nominated the rules for nominated advisers to
Advisers" AIM companies published by the London
Stock Exchange, as amended or re-issued
from time to time
"Appendix" the appendix to this announcement
"APPL" Atlantis Projects Pte. Ltd, a company
incorporated in the Republic of Singapore
"Arden" Arden Partners plc, acting as joint
bookrunner in relation to the Placing
"Atlantis Scotland" Atlantis Resources (Scotland) Limited,
a company incorporated in Scotland
with company number SC342105
"Board" the board of directors of the Company
as constituted from time to time
"Bookbuild" has the meaning given to that term
in the Appendix
"certificated" or "certificated the description of a share or other
form" security which is not in uncertificated
form (that is, not in CREST)
"Company" or "Atlantis" SIMEC Atlantis Energy Limited, a company
or "SIMEC Atlantis Energy" incorporated in the Republic of Singapore
"Constitution" the constitution of the Company, as
amended from time to time
"CREST" the computerised settlement system,
facilitating the paperless settlement
of trades and the holding of uncertificated
shares administered by Euroclear UK
& Ireland Limited, the operator of
CREST
"Depositary" Link Market Services Trustees Limited
(No. 02729260) of The Registry, 34
Beckenham Road, Beckenham, Kent BR3
4TU
"Depositary Interests" dematerialised interests representing
underlying Ordinary Shares in the
ratio of 1:1, that can be settled
electronically through and held in
CREST, as issued by the Depositary
or its nominees who hold the underlying
securities on trust
"Directors" the current directors of the Company
"EEA" the European Economic Area
"EU" the European Union
"Exchange Information" has the meaning given to that term
in the Appendix
"Financial Conduct Authority" the Financial Conduct Authority of
or "FCA" the United Kingdom
"FPO" the UK Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005, as amended
"FSMA" the UK Financial Services and Markets
Act 2000 (as amended) including any
regulations made pursuant thereto
"Group" the Company and its subsidiary undertakings
as at the date of this document
"Investec" Investec Bank plc, acting as nominated
adviser and broker to the Company
and joint bookrunner in relation to
the Placing
"Joint Bookrunners" Investec and Arden
"London Stock Exchange" London Stock Exchange plc
"N+P" N+P Beheer BV
"N+P Group" N+P, its parent undertakings, subsidiary
undertakings and subsidiary undertakings
of such parent undertakings
"N+P UK" N&P UK Holding 2 Ltd, a company incorporated
in England and Wales with company
number 11273662
"Non-SIMEC Directors" John Neill (Non-Executive Chairman),
Tim Cornelius (Chief Executive Officer),
Andrew Dagley (Executive Director),
John Woodley (Non-Executive Director)
and Ian Wakelin (Non-Executive Director)
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company
"Placee" a person subscribing for Placing Shares
under the Placing at the Placing Price
"Placing" the proposed placing of new Ordinary
Shares at the Placing Price pursuant
to the Placing Agreement
"Placing Agreement" the conditional agreement between
Investec, Arden and the Company dated
6 August 2020
"Placing Price" 12 pence per Placing Share and PrimaryBid
Share (as the case may be)
"Placing Shares" new Ordinary Shares to be issued (whether
in certificated form or represented
by Depositary Interests) by the Company
to Placees pursuant to the Placing
Agreement
"PrimaryBid" PrimaryBid Limited (registered number
08092575) which is authorised and
regulated by the FCA with register
number 779021
"PrimaryBid Offer" the offer of PrimaryBid Shares made
to retail and other investors on the
PrimaryBid platform
"PrimaryBid Shares" new Ordinary Shares to be issued in
connection with the PrimaryBid Offer
"Prospectus Regulation" Regulation 2017/1129
"Regulation S" has the meaning given to that term
in the Appendix
"Regulatory Information a regulatory information service authorised
Service" by the London Stock Exchange to receive,
process and disseminate information
in respect of AIM quoted companies
"Restricted Jurisdiction(s)" any non-EEA jurisdiction where local
laws or regulations may result in
a significant risk of civil, regulatory
or criminal sanction if information
concerning the matters described in
this announcement including the Placing
is sent or made available to persons
in that jurisdiction
"Shareholders" holders of Ordinary Shares from time
to time
"SIMEC" SIMEC UK Energy Holdings Limited,
a company incorporated in the British
Virgin Islands with company number
1801240
"SIMEC Fuels" SIMEC Fuels Holdings UK Limited, a
company incorporated in England and
Wales with company number 10060155
"SSF" SIMEC Subcoal Fuels Limited, a company
incorporated in England and Wales
with company number 11321067
"SUP" SIMEC Uskmouth Power Limited, a company
incorporated in England and Wales
with company number 05104786
"this announcement" this announcement, including the Appendix
"uncertificated" or "uncertificated recorded on the relevant register
form" of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be
transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "United the United States of America, its
States of America" or "US" territories and possessions, any state
of the United States of America and
the District of Columbia and all other
areas subject to its jurisdiction
"US Securities Act" the United States Securities Acts
of 1933, as amended, and the rules
and regulations promulgated thereunder
"Uskmouth Power Station" the power station owned by SUP at
Uskmouth in South Wales
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND EXCEPT AS SET FORTH BELOW IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO A RESTRICTED JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE FOR INFORMATION PURPOSES ONLY AND DIRECTED
ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS WHO ARE (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
"QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION, AS AMED ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FPO; OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO; OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the US Securities Act. Neither the
United States Securities and Exchange Commission nor any securities
regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of an investment in the
securities or passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of the contents of this announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of the Placing Shares is being made in
the United States. The Placing Shares are being offered and sold
outside the United States in "offshore transactions", as defined
in, and in compliance with, Regulation S. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing. No money, securities or
other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.
This announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction in
which such offer or solicitation is or may be unlawful including,
without limitation, the Restricted Jurisdictions. This announcement
and the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners,
or any of their respective Affiliates that would permit an offer of
the Placing Shares or possession or distribution of this
announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this announcement are required to
inform themselves about and to observe any restrictions contained
in this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
customers or for providing advice in relation to the matters
described in this announcement.
Any indication in this announcement of the price at which the
Company's Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
By participating in the Placing, each Placee by making (or on
whose behalf there is made) or accepting (or on whose behalf there
is accepted) an oral or written offer to subscribe and/or purchase
Placing Shares is deemed to have read and understood this
announcement in its entirety (including this Appendix) and to be
providing the representations, warranties, indemnities,
undertakings, agreements and acknowledgements contained in this
Appendix.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint
Bookrunners have, subject to the terms set out in such agreement,
agreed to use their reasonable endeavours, as agents of the
Company, to procure Placees for the Placing Shares. The Joint
Bookrunners will today commence an accelerated bookbuilding process
in respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees at the Placing Price. This
Appendix gives details of the terms and conditions of, and the
mechanics for participation in, the Placing. No commissions will be
paid to Placees in respect of any Placing Shares.
It is expected that the Placing will raise approximately GBP6
million in gross proceeds at the Placing Price. The Placing is not
being underwritten by Investec, Arden or any other person. The
number of Placing Shares will be determined following completion of
the Bookbuild as set out in this announcement.
The Placing Shares will, when issued, be subject to the
Constitution of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
Ordinary Shares in the capital of the Company as well as the
PrimaryBid Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
shares after the date of issue.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Joint Bookrunners including
as to the accuracy of information contained in this announcement,
to matters relating to the Company and its business and a customary
indemnity given by the Company to the Joint Bookrunners in respect
of liabilities arising out of or in connection with the
Placing.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
The Company has also agreed to certain post-Admission
undertakings including, subject to certain exceptions, not to
offer, issue, lend, sell or contract to sell, issue options in
respect of or otherwise dispose of or announce an offer or issue of
any of its Ordinary Shares or securities exchangeable or
convertible into its Ordinary Shares in the period of 90 days from
the date of Admission without prior written consent of the Joint
Bookrunners (such consent not to be unreasonably withheld or
delayed).
Application for Admission
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies. Admission
is expected to become effective on or around 11 August 2020 (or
such later date as the Joint Bookrunners may agree with the
Company, not being later than 8.00 a.m. on 18 August 2020) and
dealings in the Placing Shares will commence on the same day.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of the Placing
1. The Joint Bookrunners are acting as agents of and exclusively
for the Company in connection with the Placing on the terms and
subject to the conditions of the Placing Agreement. Accordingly,
neither Investec nor Arden are acting for anyone other than the
Company in connection with the matters referred to in this
announcement and neither Investec nor Arden will be responsible to
anyone other than the Company for providing protections afforded to
their respective customers or for providing any advice in relation
to the matters described in this announcement.
2. Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by either of the
Joint Bookrunners to participate. The Joint Bookrunners and any of
their respective Affiliates are entitled to enter bids in the
Bookbuild as principal. The Joint Bookrunners and the Company will
determine in their absolute discretion the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee.
3. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
4. The price per Placing Share is a price of 12 pence and is
payable to the Joint Bookrunners (as agents for the Company) by all
Placees. The Bookbuild will establish the number of Placing Shares
to be issued at the Placing Price, which will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild.
5. The timing of the closing of the Bookbuild will be determined
by the Joint Bookrunners in their absolute discretion and shall
then be announced on a Regulatory Information Service as soon as is
practicable following completion of the Bookbuild.
6. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at either of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 11 below.
7. The Bookbuild is expected to close no later than 12 noon
today but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
8. Each Placee's allocation will be determined by the Joint
Bookrunners in their absolute discretion following consultation
with the Company.
9. Each Placee's allocation will be confirmed to Placees orally
or by email by the relevant Joint Bookrunner following the close of
the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The relevant Joint
Bookrunner's oral or emailed confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of such Joint Bookrunner and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's Constitution.
All other communications by the Joint Bookrunners to Placees may be
made orally or by email.
10. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
11. Subject to paragraphs 6 and 7 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at their discretion (in agreement with
the Company) and may scale down any bids for this purpose on such
basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 6 and 7 above, but subject to the prior
consent of the Company, allocate the Placing Shares after the time
of any initial allocation to any person submitting a bid after
time.
12. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant
Joint Bookrunner's consent will not be capable of variation or
revocation after the time at which it is submitted.
13. A bid in the Bookbuild and each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
the relevant Joint Bookrunner as agent for the Company, to pay to
the relevant Joint Bookrunner (or as such Joint Bookrunner 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 and the Company has agreed to allot and issue
to that Placee.
14. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent) in its capacity
as Placee (or agent) other than with such Placee's prior written
consent.
15. Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
16. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Rights to terminate the Placing".
17. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
18. To the fullest extent permissible by law, neither: (a) the
Joint Bookrunners (b) any of their affiliates, agents, directors,
officers, consultants or employees nor (c) to the extent not
contained within (a) or (b) any person connected with a Joint
Bookrunner as defined in FSMA ((b) and (c) being together
"Affiliates" and individually an "Affiliate" of the relevant Joint
Bookrunner) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular neither the Joint Bookrunners nor any of their
Affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuild or the Placing or of such
alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and neither the Joint Bookrunners nor
any of their respective Affiliates shall have any liability to the
Placees for the failure of the Company to fulfil those
obligations.
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 Bookrunners under the Placing
Agreement are conditional, inter alia, on:
1. the publication by the Company of, among other announcements,
the results of the Placing by means of a Regulatory Information
Service;
2. the performance by the Company in all material respects of
its obligations under the Placing Agreement, to the extent that
they fall to be performed prior to Admission and which in the good
faith of opinion of Investec or Arden is material and adverse in
the context of the Placing and Admission;
3. the Placing Agreement having not been terminated in accordance with its terms;
4. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
5. Admission becoming effective at 8.00 a.m. on 11 August 2020
or such later time and date as the Company and the Joint
Bookrunners may agree (but in any event not later than 8.00 a.m. on
18 August 2020).
The Joint Bookrunners' obligations under the Placing Agreement
are also conditional on, inter alia, in the good faith opinion of
Investec or Arden, there not having occurred since the date of the
Placing Agreement any material adverse effect, or a development
likely to involve a prospective material effect, on the condition
(financial operational, legal or otherwise), earnings, business,
trading position, management, properties, assets, rights, results
of operations or prospects of the Group as a whole, or likely to
prejudice the success of the Placing or make it impractical or
inadvisable to proceed with the Placing, whether or not in the
ordinary course of business ("Material Adverse Effect").
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement, or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse. Accordingly
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. Neither the Company, nor the Joint Bookrunners nor
any of its or their respective Affiliates shall have any liability
to any Placees (or to any other person whether acting on behalf of
a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition in the Placing Agreement or to
terminate the Placing Agreement, and each Placee agrees that any
such decision is within the absolute discretion of the Joint
Bookrunners and the Company (as applicable).
Each Joint Bookrunner may, in its absolute discretion, waive the
whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement, save that the condition
relating to the allotment of the Placing Shares and to Admission
taking place, may not be waived. Any permitted extension or waiver
under the Placing Agreement will not affect Placees' commitments as
set out in this announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate the
Placing" and will not be capable of rescission or termination by
the Placee.
Rights to terminate the Placing
Either Joint Bookrunner may at any time before Admission,
terminate the Placing Agreement by giving notice to the Company if
inter alia it becomes aware that:
1. in the good faith opinion of Investec or Arden, any of the
warranties given by the Company in the Placing Agreement was, or
would if repeated at any time up to Admission (by reference to the
facts and circumstances then existing) be, untrue, inaccurate or
misleading or which, in the good faith opinion of Investec or
Arden, could reasonably be expected to make any warranties untrue
or inaccurate by reference to the facts and circumstances
subsisting from time to time;
2. in the good faith opinion of Investec or Arden, the Company
is in breach of its obligations under the Placing Agreement or any
applicable law or regulation in respect of the Placing and which is
material and adverse in the context of the Placing and
Admission;
3. in the good faith opinion of Investec or Arden, there has
occurred a Material Adverse Effect since the date of the Placing
Agreement or there is a fact, circumstance or development
reasonably likely, in the good faith opinion of Investec or Arden,
to constitute in a Material Adverse Effect (whether or not
foreseeable at the date of the Placing Agreement); or
4. there has occurred, in the good faith opinion of Investec or
Arden, any outbreak of hostilities or escalation thereof; an act or
incidence of terrorism; a material deterioration in, or material
escalation in the response to, the Covid-19 pandemic; a declaration
of a state of emergency or martial law or other calamity or crisis,
national or international emergency or war; any change (or
development involving a prospective change) in national or
international monetary, political, financial or economic conditions
or currency exchange rates or foreign exchange controls; trading in
any securities of the Company or trading generally on any stock
exchange or in any over the counter market is disrupted, or minimum
or maximum prices for trading have been fixed, or maximum ranges
for prices have been required, by any exchange or by any
governmental authority, or a material disruption has occurred in
commercial banking or securities settlement or clearance services
in the United States, Asia or in Europe; a general moratorium on
commercial banking activities in London, Singapore or New York has
been declared by the United Kingdom, Singapore, the United States,
the New York authorities or the European Central Bank or a
suspension or material limitation in trading in securities,
generally on the London Stock Exchange, the Singapore Exchange, the
New York Stock Exchange or NASDAQ has occurred, or is likely to
occur, in the good faith opinion of Investec or Arden; a material
and adverse change (or a prospective material and adverse change)
in the United Kingdom, Singapore or elsewhere regarding taxation
affecting the Ordinary Shares, in each case as would be likely in
the good faith opinion of Investec or Arden to prejudice the
success of the Placing, dealings in the Ordinary Shares in the
secondary market or which makes it, in the sole judgement of (as
the case may be), impractical to proceed with the Placing.
Upon such notice being given, such parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions. The other Joint
Bookrunner may, in its absolute discretion, elect by giving notice
to the Company to allow the Placing to proceed.
The rights and obligations of the Placees will not be subject to
termination by Placees at any time or in any circumstance. By
participating in the Placing, each Placee agrees with the relevant
Joint Bookrunner that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and that the Joint Bookrunners will not need to make
any reference to the Placees in this regard and that to the fullest
extent permitted by law the Joint Bookrunners shall not have any
liability whatsoever to the Placees in connection with any such
exercise or decision not to exercise. Placees will have no rights
against the Joint Bookrunners, the Company or any of their
respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
This announcement
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or a prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
or 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 this
Appendix) and any information publicly announced through a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this announcement. Each Placee, by accepting a
participation in the Placing, agrees that the contents of this
announcement are exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and neither the Joint Bookrunners nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Joint Bookrunners, the Company, or their
respective Affiliates. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Joint Bookrunners are making
any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
SG9999011118) following Admission will take place within the CREST
system, subject to certain exceptions. It is expected that
settlement will be on 11 August 2020. The Joint Bookrunners reserve
the right to require settlement for and delivery of the Placing
Shares to Placees by such other means that they deem necessary, 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.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Joint Bookrunners in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Joint Bookrunner.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note in accordance with the
standing arrangements with the relevant Joint Bookrunner stating
the number of Placing Shares allocated to it, the Placing Price,
the aggregate amount owed by such Placee to the Joint Bookrunners
(in GBP) and settlement instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Joint Bookrunners' receipt of
payment in full for such Placing Shares by the relevant time to be
stated in the written confirmation referred to above, or by such
later time and date as the Joint Bookrunners and the Company may in
their absolute discretion determine, or otherwise in accordance
with that confirmation's terms.
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 in relation to the Placing Shares: (i) the
Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it
may have to issue any such Placing Shares to such Placee or at its
direction which are then unissued; (ii) the Company may exercise
all rights of lien, forfeiture and set-off over and in respect of
any Placing Shares to the fullest extent permitted under the
Constitution of the Company or otherwise by law and to the extent
that such Placee then has any interest in or rights in respect of
any Placing Shares; (iii) the Joint Bookrunners may sell (and each
of them is irrevocably authorised by such Placee to do so) all or
any Placing Shares on such Placee's behalf and then retain from the
proceeds, for the account and benefit of the Joint Bookrunners (as
agents for the Company) (a) any amount up to the total amount due
to it as, or in respect of, subscription monies, or as interest on
such monies, for any Placing Shares, (b) any amount required to
cover any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such Placee's behalf, and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee shall remain
liable and shall indemnify each Joint Bookrunner (as agents for the
Company) on demand for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (a) not
receiving payment in full for such Placing Shares by the required
time, and/or (b) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms actually obtained
for such sale by or for it. By communicating a bid for Placing
Shares, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which each Joint
Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation or contract note 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 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 or sale of the Placing Shares, neither the Joint Bookrunners
nor 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 Indemnities
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this announcement, including
the Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and not in reliance on any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or
otherwise, other than the information contained in this
announcement, and undertakes not to redistribute or duplicate this
announcement;
2. that no offering document, admission document or prospectus
has been prepared in connection with the Bookbuild or the Placing
and that it has not received and will not receive a prospectus,
admission document or other offering document in connection
therewith;
3. that the Ordinary Shares are admitted to trading on AIM, and
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies (collectively "Exchange Information"), which includes the
Company's most recent balance sheet and profit and loss account and
similar statements and that the Placee is able to obtain or access
such information or comparable information without undue
difficulty;
4. that none of the Joint Bookrunners, the Company, any of their
respective Affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
announcement; nor has it requested any of the Joint Bookrunners,
the Company, their respective Affiliates or any person acting on
behalf of any of them to provide it with any such information and
has read and understood the Exchange Information;
5. that neither of the Joint Bookrunners, their ultimate holding
companies nor any direct or indirect subsidiary undertakings of
such holding companies, nor any of their respective affiliates,
agents, directors, officers or employees shall be liable to Placees
for any matter arising out of the Joint Bookrunners' roles as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any of such
persons which the relevant Placee may have in respect thereof;
6. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
7. that none of the Joint Bookrunners, their respective
Affiliates, or any person acting on behalf of them has or shall
have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
8. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Joint Bookrunners need
not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
9. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this announcement. Each Placee agrees that neither the Company
nor the Joint Bookrunners nor any of their respective officers,
directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
10. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the EEA which has implemented the Prospectus
Regulation other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Regulation as having been
made to such persons;
11. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Sourcebook, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
12. that it is: (i) unless otherwise agreed in writing with the
Joint Bookrunners, at the time of the bid and at the time of
settlement located outside the United States and is not a US person
as defined in Regulation S and is subscribing for the Placing
Shares only in "offshore transactions" as defined in and pursuant
to Regulation S, and (ii) it is not subscribing for Placing Shares
as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or
"general advertising" as such terms are defined in Regulation D
under the US Securities Act;
13. that the Placing Shares have not been and will not be
registered under the US Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
14. that, unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
15. that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
16. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
17. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
18. that it (and any person acting on its behalf) is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all governmental and other consents which may be
required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may
result in the Company or the Joint Bookrunners 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;
19. that it has obtained all necessary consents, capacity and
authorities to enable it to give its commitment to subscribe for
the Placing Shares and to perform its subscription obligations
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this announcement) and
will honour such obligations;
20. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
21. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements):
21.1 that the Target Market Assessment undertaken by the Joint
Bookrunners 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 and each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels;
21.2 notwithstanding any Target Market Assessment undertaken by
the Joint Bookrunners, that other than where it is a providing an
execution-only service to investors, it has satisfied itself as to
the appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the Placing Shares and that is has considered
the compatibility of the risk/reward profile of such Placing Shares
with the end target market;
21.3 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;
22. that it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
23. if in a Member State of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, that it
is a Qualified Investor within the meaning of article 2(E) of the
Prospectus Regulation;
24. if in the United Kingdom, that it is (a) a Qualified
Investor within the meaning of article 2(E) of the Prospectus
Regulation, and that it is (b) a person (i) of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the FPO; (ii) of a kind described in paragraph 2
of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the FPO; or (iii) a person to whom it is
otherwise lawful for this announcement to be communicated;
25. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
26. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
27. that it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire, and that the Joint Bookrunners
may call upon it to acquire a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
29. that any money held in an account with either of the Joint
Bookrunners on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from the Joint Bookrunners' money in accordance with
such client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of such Joint Bookrunner;
30. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Constitution of the
Company;
31. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
32. that it is not relying on any representations or warranties
or agreements by the Company, the Joint Bookrunners or by any of
their respective directors, employees or agents or any other person
except as set out in the express terms of this Appendix;
33. it acknowledges that the contents of this announcement,
including the Appendix, are exclusively the responsibility of the
Company, and that neither the Joint Bookrunners nor any of their
respective Affiliates or any person acting on behalf of any of them
has or shall have any liability for any information, representation
or statement contained in this announcement or any information
previously or concurrently published by or on behalf of the
Company, including the Exchange Information, and will not 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 itself to
acquire the Placing Shares is contained in this announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by either the Joint Bookrunners or the Company, or, if received, it
has not relied upon any such information, representations,
warranties or statements (including any management presentation
that may have been received by any prospective Placee) and neither
the Joint Bookrunners nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that the Joint
Bookrunner, their Affiliates or any person acting on behalf of any
of them has or may have conducted;
34. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
35. that it appoints irrevocably any director of the relevant
Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
36. that, as far as it is aware it is not acting in concert
(within the meaning given in the Singapore Code on Takeovers and
Mergers issued by the Monetary Authority of Singapore) with any
other person in relation to the Company;
37. that this announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs. None of the Joint
Bookrunners, any of their Affiliates, 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 treated
for these purposes as a client of either Joint Bookrunner and that
neither Joint Bookrunner has any duties or responsibilities to it
for providing the protections afforded to their clients or
customers 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 their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
38. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither of the Joint Bookrunners, nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the
Company and the applicable Joint Bookrunner in respect of the same
on the basis that the Placing Shares will be credited to the CREST
stock accounts of the Joint Bookrunners who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
39. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
40. that it will indemnify and hold the Company and the Joint
Bookrunners and their respective Affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and that the Company and the Joint
Bookrunners will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners,
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this announcement
(including this Appendix) are given to the Joint Bookrunners for
themselves and on behalf of the Company and will survive completion
of the Placing and Admission;
41. that time shall be of the essence as regards obligations pursuant to this Appendix;
42. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, tax or other
advice to it;
43. that all dates and times in this announcement (including
this Appendix) may be subject to amendment and that the relevant
Joint Bookrunner shall notify it of such amendments;
44. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Joint Bookrunners may decide in
their absolute discretion;
45. that if it has received any inside information (as defined
in MAR) about the Company in advance of the Placing, it
acknowledges that is has received such information within the
market soundings regime provided for under Article II of MAR and
associated delegated legislation and it has not disclosed or dealt
on the basis of that information prior to it being made publicly
available;
46. 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 Regulation;
47. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
48. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares, together with any interest
chargeable thereon, may be taken by the Company or the Joint
Bookrunners 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;
49. that it is an institution that 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 in this sector and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
50. that its commitment to subscribe for Placing Shares on the
terms set out herein and in the trade confirmation or contract note
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 conduct of the Placing;
51. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to either Joint Bookrunner;
52. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
53. that, if it is a pension fund or investment company, its
purchase of Placing Shares is in full compliance with all
applicable laws and regulation;
54. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement including
this Appendix; and
55. that the Joint Bookrunners or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The Company, the Joint Bookrunners and their respective
Affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable and
shall not be capable of termination in any circumstances.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, and the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
All times and dates in this announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEGUGDILSGDGGL
(END) Dow Jones Newswires
August 06, 2020 02:00 ET (06:00 GMT)
Simec Atlantis Energy (LSE:SAE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Simec Atlantis Energy (LSE:SAE)
Historical Stock Chart
From Jul 2023 to Jul 2024