TIDMSAE
RNS Number : 2823N
SIMEC Atlantis Energy Limited
28 September 2021
RNS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED ("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INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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.THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION
PROVIDED IN THE APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF
THE PLACING.
28 September 2021
SIMEC Atlantis Energy Limited
("SAE", the "Company" and, together with its subsidiaries, the
"Group")
Proposed Placing of approximately 100,000,000 new Ordinary
Shares at 2.5 pence per share to raise approximately GBP2.5 million
for the Company
and
Termination of share placement agreement
Highlights
-- Proposed Placing at 2.5 pence per Ordinary Share to raise
gross proceeds (before expenses) of approximately GBP2.5
million.
-- Placing to be conducted by way of an accelerated bookbuild
process by 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.
-- The Placing Price represents a discount of 48.4 per cent. to
the mid-market closing price of 4.85 pence on 28 September 2021,
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 the delivery of its
'first-of-a-kind' and world leading projects.
-- As SAE continues to develop its key projects, it remains
dependent upon external financing. SAE is continuing to seek
funding which is needed in the near term to support continuing
Group operations and the development of key projects, and the Board
is considering a range of funding options for the Group including
the disposal of certain non-core assets within the Group.
-- A further announcement will be made on the closing of the Placing.
-- The Group has also today published its interim results for
the six months ended 30 June 2021 in a separate announcement. A
copy of the interim results will be available on the Company's
website at www.simecatlantis.com . The interim results should be
read in conjunction with this announcement and prospective
investors should read the Group's interim results in full before
making any bid in the Bookbuild. Attention is drawn to the
Directors' assessment of going concern, described at Note 4 in the
interim results.
In addition, SAE has today terminated the share placement
agreement, announced in December 2020, with New Technology Capital
Group, LLC. No further funds will be drawn down pursuant to the
agreement. The balance of funds due to the subscriber of GBP930,000
will be settled as required through the issue of new SAE shares in
due course, under the surviving terms of the facility.
Enquiries:
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser and Joint Broker to the Company)
Jeremy Ellis
Ben Griffiths
Arden Partners plc +44 (0) 20 7614 5900
(Sole Bookrunner and Joint Broker to the Company)
Ruari McGirr
Richard Johnson
Simon Johnson
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Notes to Editors
SIMEC Atlantis Energy
SAE 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/
More on the MeyGen Project:
https://simecatlantis.com/projects/meygen/
More on the Uskmouth Project:
https://simecatlantis.com/project-development-operation/simec-uskmouth-power/
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
Graham Reid, 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, 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 Sole Bookrunner 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 Sole Bookrunner) "qualified investors", as defined in
article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "EU Prospectus Regulation") ("Qualified
Investors"); (B) if in the United Kingdom, "qualified investors",
as defined in article 2(e) of the EU Prospectus Regulation as it
forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation") (the "UK 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 EU Prospectus Regulation and/or the UK 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 Sole
Bookrunner, 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 Sole Bookrunner
or any of its partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Sole Bookrunner by FSMA or by
the regulatory regime established under it, no responsibility or
liability is accepted by the Sole Bookrunner or any of its
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.
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting as the sole 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 Sole Bookrunner and any of
its 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 Sole
Bookrunner and any of its affiliates acting as investors for their
own accounts. In addition, the Sole Bookrunner or its affiliates
may enter into financing arrangements and swaps in connection with
which it or its affiliates may from time to time acquire, hold or
dispose of Ordinary Shares. The Sole Bookrunner has 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) in respect of the EU (i) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (iii) local implementing
measures (together the "MiFID II Product Governance Requirements");
and (b) in respect of the United Kingdom the Product Intervention
and Product Governance Sourcebook of the FCA (the "UK Product
Governance Rules") (each (as applicable) and 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 investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II and/or the FCA Handbook Conduct of Business Sourcebook
("COBS"), as applicable; and (ii) eligible for distribution through
all distribution channels as are permitted by the relevant MiFID II
Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the relevant MiFID II Product
Governance Requirements) 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 Sole
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties each as defined
under COBS and/or MiFID II, as applicable.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS or
MiFID II, as applicable; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 GBP2.5 million (before expenses)
by way of a placing of new Ordinary Shares at a price of 2.5 pence
per share. Details of the Placing are set out below and in the
Appendix to this announcement. Arden is acting as sole bookrunner
in connection with the Placing. It is intended that the net
proceeds of the Placing are proposed to be used to fund the Group's
working capital and the delivery of its 'first-of-a-kind' and world
leading projects. A further announcement will be made on the
closing of the Placing, which is expected to occur tomorrow.
The Placing Shares will be issued pursuant to the authorities
granted to the Directors at the Company's annual general meeting
held in 2021. Accordingly, the Placing is not subject to approval
of the Company's Shareholders.
Subject to all conditions to the Placing being satisfied, the
Placing Shares will be admitted to trading on AIM. It is
anticipated that Admission will take place on 1 October 2021.
2. DETAILS OF THE PLACING
The Company intends to raise approximately GBP2.5 million
(before expenses) pursuant to the Placing. The price per Placing
Share is 2.5 pence.
The Placing will be conducted by the Sole Bookrunner 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 Sole Bookrunner in
consultation with the Company. The allocations will be determined
by the Sole Bookrunner in its absolute discretion following
consultation with the Company and will be confirmed orally or by
email by the Sole 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, 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, 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 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 1 October 2021
(or such later time and date as the Company and the Sole Bookrunner
may agree but not later than 8.00 a.m. on 29 October 2021 ).
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 Sole Bookrunner as to matters relating to the
Company and its business and customary indemnities from the Company
to the Sole Bookrunner 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 Sole Bookrunner 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 Sole
Bookrunner (such consent not to be unreasonably withheld or
delayed).
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will take place and that trading in the Placing
Shares will commence on or around 1 October 2021.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
3. Use of proceeds of the Placing
The net proceeds of the Placing are proposed to be used to fund
the Group's working capital and the delivery of its
'first-of-a-kind' and world leading projects.
As SAE continues to develop its key projects, it remains
dependent upon external financing. SAE is continuing to seek
funding which is needed in the near term to support continuing
Group operations and the development of key projects, and the Board
is considering a range of funding options for the Group including
the disposal of certain non-core assets within the Group.
4. Timetable, Admission and dealings
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will take place and that trading in the Placing
Shares will commence on AIM on or about 1 October 2021.
5. 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
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
"Arden" or the "Sole Bookrunner" Arden Partners plc, acting as sole
bookrunner in relation to the Placing
"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
or "SAE"
"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
"EU Prospectus Regulation" Regulation 2017/1129
"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
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU) No.
596/2014 as it forms part of domestic
law of the United Kingdom by virtue
of the European Union (Withdrawal)
Act 2018, as amended
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company, and
includes the Depositary Interests
in respect of such shares
"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
Arden and the Company dated 28 September
2021
"Placing Price" 2.5 pence per Placing Share
"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
"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
"this announcement" this announcement, including the Appendix
"UK Prospectus Regulation" the EU Prospectus Regulation as it
forms part of domestic law in the
United Kingdom by virtue of the European
Union (Withdrawal) Act 2018, as amended
"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 "US" the United States of America, its
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
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 SOLE BOOKRUNNER WHO ARE (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS; OR (B) IF IN THE UNITED KINGDOM, UK 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 Sole Bookrunner, 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. The Sole 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 Sole Bookrunner. Pursuant to the Placing Agreement, the Sole
Bookrunner has, subject to the terms set out in such agreement,
agreed to use its reasonable endeavours, as agent of the Company,
to procure Placees for the Placing Shares. The Sole Bookrunner 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 GBP2.5
million in gross proceeds at the Placing Price. The Placing is not
being underwritten by 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, 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 Sole Bookrunner 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 Sole Bookrunner 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 Sole
Bookrunner (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 1 October 2021 (or
such later date as the Sole Bookrunner may agree with the Company,
not being later than 8.00 a.m. on 29 October 2021) and dealings in
the Placing Shares will commence on the same day.
Bookbuild
The Sole Bookrunner 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 Sole Bookrunner 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 Sole Bookrunner is acting as an agent of and exclusively
for the Company in connection with the Placing on the terms and
subject to the conditions of the Placing Agreement. Accordingly,
Arden is not acting for anyone other than the Company in connection
with the matters referred to in this announcement and Arden will
not be responsible to anyone other than the Company for providing
protections afforded to its 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 the Sole
Bookrunner to participate. The Sole Bookrunner and its Affiliates
are entitled to enter bids in the Bookbuild as principal. The Sole
Bookrunner 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 2.5 pence and is
payable to the Sole Bookrunner (as agent 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
Sole Bookrunner and the Company following completion of the
Bookbuild.
5. The timing of the closing of the Bookbuild will be determined
by the Sole Bookrunner in its 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 the Sole Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for. Bids may be scaled down by the Sole Bookrunner on
the basis referred to in paragraph 11 below.
7. The Bookbuild is expected to close no later than 4.30 p.m. on
29 September 2021 but may be closed earlier or later at the
discretion of the Sole Bookrunner. The Sole Bookrunner 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 Sole
Bookrunner in its absolute discretion following consultation with
the Company.
9. Each Placee's allocation will be confirmed to Placees orally
or by email by the Sole Bookrunner following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The Sole Bookrunner's
oral or email confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Sole 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 Sole Bookrunner 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 Sole Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. The Sole Bookrunner 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 Sole
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 Sole Bookrunner as agent for the Company, to pay to the Sole
Bookrunner (or as the Sole 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 Sole Bookrunner 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, none of: (a) the
Sole Bookrunner nor (b) any of its affiliates, agents, directors,
officers, consultants or employees nor (c) to the extent not
contained within (a) or (b) any person connected with the Sole
Bookrunner as defined in FSMA ((b) and (c) being together
"Affiliates" and individually an "Affiliate" of the Sole
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 Sole Bookrunner nor any of its Affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of the Sole Bookrunner's
conduct of the Bookbuild or the Placing or of such alternative
method of effecting the Placing as the Sole Bookrunner 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 Sole Bookrunner nor any of its
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 Sole Bookrunner 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 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 1 October 2021
or such later time and date as the Company and the Sole Bookrunner
may agree (but in any event not later than 8.00 a.m. on 29 October
2021).
The Sole Bookrunner's obligations under the Placing Agreement
are also conditional on, inter alia, in the good faith opinion of
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 Sole
Bookrunner) 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 Sole Bookrunner 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 Sole
Bookrunner and the Company (as applicable).
The Sole 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
The Sole 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 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 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 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 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 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 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 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 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 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 Sole
Bookrunner that the exercise by the Sole Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Sole Bookrunner and that
the Sole Bookrunner will not need to make any reference to the
Placees in this regard and that to the fullest extent permitted by
law the Sole Bookrunner 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 Sole Bookrunner,
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 Sole Bookrunner or any other person
and neither the Sole Bookrunner 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 Sole Bookrunner, 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 Sole Bookrunner 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 1 October 2021, or as agreed between the
Company, the Sole Bookrunner and any Placee. The Sole Bookrunner
reserves 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 Sole Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with the
Sole 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 Sole Bookrunner stating the number
of Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by such Placee to the Sole Bookrunner (in GBP) and
settlement instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Sole Bookrunner's 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 Sole Bookrunner 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 Sole Bookrunner may sell (and it 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 Sole Bookrunner (as agent 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 the Sole Bookrunner (as agent 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 Sole Bookrunner all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which the Sole 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 Sole Bookrunner
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 Sole Bookrunner (for
itself 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 Sole Bookrunner, 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 Sole Bookrunner, 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 none of the Sole Bookrunner, its ultimate holding
company or any direct or indirect subsidiary undertakings of such
holding company, nor any of their respective affiliates, agents,
directors, officers or employees shall be liable to Placees for any
matter arising out of the Sole Bookrunner's 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 Sole Bookrunner, its 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 Sole Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Sole Bookrunner and the Sole Bookrunner 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 Sole Bookrunner 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 Sole Bookrunner 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 none of the Company,
the Sole Bookrunner or 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
UK Prospectus Regulation, (i) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than the UK Qualified Investors or in circumstances
in which the prior consent of the Sole Bookrunner has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other
than the UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the UK Prospectus Regulation as having
been made to such persons;
11. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, (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 EU Prospectus
Regulation other than Qualified Investors or in circumstances in
which the prior consent of the Sole Bookrunner 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 EU Prospectus Regulation as having
been made to such persons;
12. that neither it nor, as the case may be, its clients expect
the Sole Bookrunner 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 Sole Bookrunner is not acting for it or its clients,
and that the Sole Bookrunner will not be responsible for providing
the protections afforded to customers of the Sole Bookrunner or for
providing advice in respect of the transactions described
herein;
13. that it is: (i) unless otherwise agreed in writing with the
Sole Bookrunner, 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;
14. 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;
15. that, unless specifically agreed with the Sole Bookrunner,
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;
16. 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;
17. 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;
18. 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);
19. 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 Sole Bookrunner 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;
20. 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;
21. 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 Sole Bookrunner;
22. if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):
22.1 that the Target Market Assessment undertaken by the Sole
Bookrunner does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook or MiFID II as
applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares and each distributor
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels;
22.2 notwithstanding any Target Market Assessment undertaken by
the Sole Bookrunner, 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;
22.3 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;
23. 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;
24. if in a Member State of the EEA, unless otherwise
specifically agreed with the Sole Bookrunner in writing, that it is
a Qualified Investor within the meaning of article 2(E) of the EU
Prospectus Regulation;
25. if in the United Kingdom, that it is (a) a UK Qualified
Investor within the meaning of article 2(E) of the UK 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;
26. that, unless otherwise agreed by the Sole Bookrunner, 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;
27. 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;
28. 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;
29. 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 Sole Bookrunner
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;
30. that any money held in an account with the Sole Bookrunner
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 Sole Bookrunner's money in accordance with such
client money rules and will be used by the Sole Bookrunner in the
course of its own business and each Placee will rank only as a
general creditor of the Sole Bookrunner;
31. 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;
32. 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;
33. that it is not relying on any representations or warranties
or agreements by the Company, the Sole Bookrunner 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;
34. it acknowledges that the contents of this announcement,
including the Appendix, are exclusively the responsibility of the
Company, and that neither the Sole Bookrunner nor any of its
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 Sole Bookrunner 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 Sole Bookrunner 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 Sole
Bookrunner, its Affiliates or any person acting on behalf of any of
them has or may have conducted;
35. 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;
36. that it appoints irrevocably any director of the Sole
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;
37. 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;
38. that this announcement does not constitute a securities
recommendation or financial product advice and that neither the
Sole Bookrunner nor the Company has considered its particular
objectives, financial situation and needs. None of the Sole
Bookrunner, any of its 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 the Sole Bookrunner and that the Sole
Bookrunner does not have any duties or responsibilities to it for
providing the protections afforded to its 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
39. 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 Sole Bookrunner, 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 Sole Bookrunner in respect of the same on the basis
that the Placing Shares will be credited to the CREST stock account
of the Sole Bookrunner who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
40. 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;
41. that it will indemnify and hold the Company and the Sole
Bookrunner 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 Sole
Bookrunner 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 Sole Bookrunner and
the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this announcement
(including this Appendix) are given to the Sole Bookrunner for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
42. that time shall be of the essence as regards obligations pursuant to this Appendix;
43. 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 Sole Bookrunner to provide any legal, tax or other
advice to it;
44. that all dates and times in this announcement (including
this Appendix) may be subject to amendment and that the Sole
Bookrunner shall notify it of such amendments;
45. 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 Sole Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which the Sole Bookrunner
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 Sole
Bookrunner 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 Sole Bookrunner may decide in its
absolute discretion;
46. 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;
47. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the UK
Prospectus Regulation and the EU Prospectus Regulation;
48. 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;
49. 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 Sole
Bookrunner 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;
50. 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;
51. 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 consent be obtained with
respect to the Company's conduct of the Placing;
52. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Sole Bookrunner;
53. that the Sole Bookrunner owes no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
54. 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;
55. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement including
this Appendix; and
56. that the Sole Bookrunner or any of its Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
The Company, the Sole Bookrunner 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 Sole Bookrunner for itself 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
Sole Bookrunner.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Sole Bookrunner does 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
Sole Bookrunner 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 Sole Bookrunner in the event that any
of the Company and/or the Sole Bookrunner 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
Sole Bookrunner 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 Sole Bookrunner 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
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END
MSCLPMFTMTBTBLB
(END) Dow Jones Newswires
September 28, 2021 12:22 ET (16:22 GMT)
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Simec Atlantis Energy (LSE:SAE)
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From Jul 2023 to Jul 2024