TIDMSAVP
RNS Number : 9266N
Savannah Petroleum PLC
23 January 2019
23 January 2019
Savannah Petroleum PLC
("Savannah" or "the Company")
Proposed Placing to Raise c.US$23 million
Savannah Petroleum PLC, the British independent company focused
around activities in Niger and Nigeria, today announces its
intention to conduct an accelerated bookbuild (the "Bookbuild") to
raise gross proceeds of approximately US$23m by way of a placing
(the "Placing") of new ordinary shares of GBP0.001 each in the
Company ("Ordinary Shares").
At current prices, the new Ordinary Shares issued pursuant to
the Placing are expected to represent approximately 7 per cent. of
the Company's current issued share capital.
The Bookbuild will open with immediate effect following release
of this announcement. A further announcement confirming the closing
of the Bookbuild, the number of new Ordinary Shares issued as part
of the Placing and the price being paid per new Ordinary Share (the
"Placing Price") is expected to be made in due course.
Mirabaud Securities Limited ("Mirabaud") and H&P Advisory
Limited ("Hannam") are acting as joint bookrunners (together, the
"Joint Bookrunners") in relation to the Placing. Shore Capital
Stockbrokers Limited ("Shore Capital") is acting as Lead
Manager.
Expected Use of Proceeds
Savannah intends to use the proceeds of the Placing to fund
working capital.
Seven Energy Transaction Update
Further to the Company's announcement on 21 December 2018,
Savannah confirms that it remains on schedule to sign the
Implementation Agreement by the end of January 2019, with the wider
Seven Energy Transaction continued to be expected to complete
during Q1 2019. This will be followed in due course by the
publication of a supplemental admission document. As announced in
previous regulatory updates, the Company expects a cash inflow of
US$90m upon completion of the Seven Energy Transaction.
Directors' Participation
Andrew Knott, the Company's CEO, intends to participate in the
Placing for an amount of US$500,000. It is also intended that Steve
Jenkins (the Company's Chairman), Isatou Semega-Janneh (CFO), David
Clarkson (COO) and Mark Iannotti (Non-Executive Director) will
participate in the Placing. The total participation from Directors
is expected to be an aggregate amount of US$756,360.
Director Intended Participation, US$
Andrew Knott, CEO 500,000
----------------------------
David Clarkson, COO 130,300
----------------------------
Mark Iannotti, Non-Executive
Director 100,000
----------------------------
Isatou Semega-Janneh, CFO 13,030
----------------------------
Steve Jenkins, Chairman 13,030
----------------------------
Total 756,360
----------------------------
Additional Information on the Placing and the Bookbuild
The Placing Price and the final number of new Ordinary Shares to
be issued pursuant to the Placing (the "Placing Shares") will be
determined following the close of the Bookbuild. The Placing
Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
The timing of the closing of the Bookbuild and allocations of
Placing Shares are at the discretion of the Joint Bookrunners and
the Company. The Placing Price and details of the results of the
Placing will be announced as soon as practicable after the close of
the Bookbuild. Your attention is drawn to the detailed terms and
conditions of the Placing described in Appendix 1 and the risk
factors detailed in Appendix 2 (the "Risk Factors") (which both
form part of this announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendices) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
Further updates will be provided as and when appropriate.
Unless otherwise defined, capitalised terms in this announcement
(including the Appendices) have the same meaning ascribed to them
as in the Company's Admission Document dated 22 December 2017.
For further information contact:
Savannah Petroleum +44 (0) 20 3817 9844
Andrew Knott, CEO
Isatou Semega-Janneh, CFO
Jessica Ross, VP Corporate Affairs
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
Rory Murphy
James Spinney
Ritchie Balmer
Mirabaud Securities Limited (Bookrunner
and Joint Broker) +44 (0) 20 7878 3362
Peter Krens
Ed Haig-Thomas
H&P Advisory Limited (Joint Bookrunner
and Joint Broker) +44 (0) 20 7907 8500
Neil Passmore
Alejandro Demichelis
Hamish Clegg
Shore Capital Stock Brokers Limited
(Lead Manager) +44 (0) 20 7408 4090
Jerry Keen
Mark Percy
Toby Gibbs
Celicourt Communications +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
Ollie Mills
Notes to Editors:
About Savannah Petroleum
Savannah Petroleum PLC is an AIM listed oil and gas company with
exploration and production assets in Niger and Nigeria. Savannah's
flagship assets include the R1/R2 and R3/R4 PSCs, which cover c.50%
of the highly prospective Agadem Rift Basin ("ARB") of South East
Niger, acquired in 2014/15. The Company is in the process of
acquiring interests in the cash flow generative Uquo and Stubb
Creek oil and gas fields and an interest in the Accugas midstream
business in South East Nigeria from Seven Energy.
Further information on Savannah Petroleum PLC can be found on
the Company's website:
http://www.savannah-petroleum.com/en/index.php
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
This press release is for informational purposes only and shall
not constitute or form part of any prospectus, offer or invitation
to sell or issue or any solicitation of any offer to purchase or
subscribe for any securities in the United States or in any other
jurisdiction, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied upon in connection
with, or act as any inducement to enter into, any contract or
commitment whatsoever relating to any securities.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America, or distributed,
directly or indirectly, in the United States of America. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada or Japan or to any
persons in any of those jurisdictions, except in compliance with
Applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The distribution
of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
This announcement does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in
the United States of America, Australia, Canada or Japan or in any
jurisdiction in which such offer or solicitation is unlawful
("Excluded Territory").
The securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any state or other
jurisdiction of the United States. The securities may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. There will be no public offer of the
securities in the United States. The securities referred to herein
have not been registered under the applicable securities laws of,
Canada, Australia or Japan or and, subject to certain exceptions,
may not be offered or sold within Canada, Australia or Japan or to
any national, resident or citizen of Canada, Australia or
Japan.
Neither the Company, Mirabaud Securities Limited, Hannam, Shore
Capital Stockbrokers Limited or any of their respective parent or
subsidiary undertakings, or the subsidiary undertakings of any such
parent undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") accepts any responsibility
or liability whatsoever for/or makes any representation or
warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith. The Company, Mirabaud Securities Limited, Hannam, Shore
Capital Stockbrokers Limited and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or
otherwise arising in connection therewith.
Forward-looking statements
This announcement contains statements that constitute
forward-looking statements, beliefs or opinions, including
statements relating to business, financial condition and results of
operations of Savannah. These statements may be identified by words
such as "expectation", "believe", "estimate", "plan", "target",
"intend," "may," "will," "should" or "forecast" and similar
expressions or the negative thereof; or by the forward-looking
nature of discussions of strategy, plans or intentions; or by their
context. All statements regarding the future involve known and
unknown risks and uncertainties and various factors could cause
actual future results, performance or events to differ materially
from those described or implied in these statements. Such
forward-looking statements are based on numerous assumptions
regarding Savannah's present and future business strategies as well
as the environment in which Savannah expects to operate in the
future. Further, certain forward-looking statements are based upon
assumptions of future events which may not prove to be accurate and
Savannah does not accept any responsibility for the accuracy of the
opinions expressed in this announcement or the underlying
assumptions. Past performance is not an indication of future
results and past performance should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. The forward-looking
statements in this announcement speak only as at the date of this
announcement and Savannah and its affiliates expressly disclaim any
obligation or undertaking to review or release any updates or
revisions to these forward-looking statements to reflect any change
in Savannah's expectations with regard thereto or any change in
events, conditions or circumstances on which any statement is based
after the date of this announcement or to update or to keep current
any other information contained in this announcement or to provide
any additional information in relation to such forward-looking
statements, unless required to do so by applicable law.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in 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, Mirabaud Securities Limited, Hannam and Shore Capital
Stockbrokers Limited will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING
DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA)
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE
UNITED KINGDOM, PERSONS 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
AMED ("THE ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF
THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7)
OF THE FSMA; AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY MIRABAUD SECURITIES LIMITED
("MIRABAUD"), H&P ADVISORY LIMITED ("HANNAM"), SHORE CAPITAL
STOCKBROKERS LIMITED ("SHORE CAPITAL") OR THE COMPANY (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO
HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN,
INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this announcement.
If a person indicates to Mirabaud, Hannam, Shore Capital or the
Company that it wishes to participate in the Placing by making an
oral offer to acquire Placing Shares (each such person, a "Placee")
it will be deemed to have read and understood these terms and
conditions, the Risk Factors and the announcement of which they
form a part in their entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, indemnities, agreements and acknowledgements, contained
in these terms and conditions as deemed to be made by Placees. In
particular, each such Placee represents, warrants and acknowledges
that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are
allocated to it for the purposes of its business only. Further,
each such Placee represents, warrants and agrees that: (a) if it is
a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, that the Placing Shares acquired by
and/or subscribed for by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of Mirabaud, Hannam or
Shore Capital has been given to each such proposed offer or resale;
and (b) it is and, at the time the Placing Shares are acquired,
will be either (i) outside the United States, and acquiring the
Placing Shares in an offshore transaction in accordance with Rule
903 or Rule 904 of Regulation S; or (ii) a "qualified institutional
buyer" ("QIB") as defined in Rule 144A under the US Securities Act
of 1933, as amended (the "Securities Act") purchasing the Placing
Shares in a direct transaction with the Company. These terms and
conditions do not constitute an offer to sell or issue or the
invitation or solicitation of an offer to buy or acquire Placing
Shares.
Subject to certain exceptions, these terms and conditions and
the information contained herein are not for release, publication
or distribution, directly or indirectly, in whole or in part, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or any other Excluded Territory.
In particular, the Placing Shares referred to in these terms and
conditions have not been and will not be registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and the Placing Shares may not be
offered or sold directly or indirectly in, into or within the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. There will be
no public offering of the Placing Shares in the United States.
Accordingly, the Placing Shares will be offered in the United
States only to a limited number of QIBs in direct transactions with
the Company. For the avoidance of doubt, and notwithstanding
anything contained within these terms and conditions, Mirabaud,
Hannam and Shore Capital are not procuring Placees in the United
States and are not involved in any marketing or distribution of the
Placing Shares in the United States. Any Placee in the United
States (a "US Placee") must satisfy the Company that it is eligible
to participate in the Placing pursuant to an exemption from the
registration requirements of the Securities Act and must sign and
deliver to the Company a US investor letter in the form provided by
the Company. Additional terms and conditions applicable to US
Placees shall be provided separately to US Placees by the
Company.
The distribution of these terms and conditions and the offer
and/or placing of Placing Shares in certain other jurisdictions may
be restricted by law. No action has been taken by Mirabaud, Hannam,
Shore Capital or the Company that would permit an offer of the
Placing Shares or possession or distribution of these terms and
conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that
purpose is required, save as mentioned above. Persons into whose
possession these terms and conditions come are required by
Mirabaud, Hannam, Shore Capital and the Company to inform
themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and each Placee's commitments will be made
solely on the basis of the information set out in this announcement
and the pricing information expected to be made available to
Placees on or around 24 January 2019. Each Placee, by participating
in the Placing, agrees that it has neither received nor relied on
any other information, representation, warranty or statement made
by or on behalf of Mirabaud, Hannam, Shore Capital or the Company
and none of Mirabaud, Hannam, Shore Capital, the Company, or any
person acting on such person's behalf nor any of their respective
affiliates has or shall have liability for any Placee's decision to
accept this invitation to participate in the Placing based on any
other information, representation, warranty or statement. 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. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of Mirabaud,
Hannam, Shore Capital or any of their affiliates, their respective
directors, officers, employees, agents, advisers, or any other
person, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in this announcement or
for any other statement made or purported to be made by any of
them, or on behalf of them, in connection with the Company or the
Placing and no such person shall have any responsibility or
liability for any such information or opinions or for any errors or
omissions. Accordingly, save to the extent permitted by law, no
liability whatsoever is accepted by Mirabaud, Hannam, Shore Capital
or any of their respective directors, officers, employees or
affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this announcement or such
information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus.
These terms and conditions do not constitute or form part of,
and should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement to
enter into investment activity, nor shall these terms and
conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in these terms and
conditions is intended to be nor may be construed as a profit
forecast and no statement made herein should be interpreted to mean
that the Company's profits or earnings per share for any future
period will necessarily match or exceed historical published
profits or earnings per share of the Company.
Proposed Placing of Ordinary Shares
Placees are referred to these terms and conditions, the Risk
Factors and this announcement containing details of, inter alia,
the Placing. These terms and conditions, the Risk Factors and this
announcement have been prepared and issued by the Company, and each
of these documents is the sole responsibility of the Company.
The new Ordinary Shares issued under the Placing, when issued
and fully paid, will be identical to, and rank pari passu with, the
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on the
existing Ordinary Shares after their admission to trading on AIM
("Admission").
Application will be made to the London Stock Exchange for the
Placing Shares to be issued under the Placing to be admitted to
trading on AIM.
Subject to the conditions below being satisfied, it is expected
that Admission of the Placing Shares will become effective on or
around 25 January 2019. It is expected that dealings for normal
settlement in the Placing Shares will commence at 8.00 a.m. on the
same day.
The Placing of the Placing Shares is conditional, inter alia,
upon:
(i) Admission of the Placing Shares becoming effective by not
later than 8.00 a.m. on or around 25 January 2019 (or such later
time and/or date as the Company, Mirabaud, Hannam and Shore Capital
may agree); and
(ii) the placing agreement to be entered into between the
Company, Mirabaud, Hannam and Shore Capital (the "Placing
Agreement") having become unconditional in all respects with
respect to the Placing of the Placing Shares and not having been
terminated in accordance with its terms.
Bookbuild of the Placing
Commencing today, Mirabaud, Hannam and Shore Capital will be
conducting the Bookbuild to determine demand for participation in
the Placing. Mirabaud, Hannam and Shore Capital will seek to
procure Placees as agent for the Company as part of this Bookbuild.
These terms and conditions give details of the terms and conditions
of, and the mechanics of participation in, the Placing.
Principal terms of the Bookbuild
a) By participating in the Placing, Placees will be deemed to
have read and understood this announcement, the Risk Factors and
these terms and conditions in their entirety and to be
participating and making an offer for any Placing Shares on these
terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings,
contained in these terms and conditions.
b) Mirabaud, Hannam and Shore Capital are arranging the Placing
(other than any placing to US Placees, which is being arranged
solely by the Company) as agents of the Company.
c) Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be and are
invited to participate by Mirabaud, Hannam, Shore Capital or (in
the case of US Placees) the Company. Mirabaud, Hannam, Shore
Capital and their respective affiliates are entitled to offer to
subscribe for Placing Shares as principal in the Bookbuild.
d) Any offer to subscribe for Placing Shares should state the
aggregate number of Placing Shares which the Placee wishes to
acquire or the total monetary amount which it wishes to commit to
acquire Placing Shares at the Placing Price which is ultimately
established by the Company, Mirabaud, Hannam and Shore Capital, or
at a price up to a price limit specified in its bid. The Placing
Price will be jointly agreed between Mirabaud, Hannam, Shore
Capital and the Company following completion of the Bookbuild and
will be payable by the Placees in respect of the Placing Shares
allocated to them.
e) The Bookbuild is expected to close between 23 January 2019
and 24 January 2019 but may close earlier or later, at the
discretion of Mirabaud, Hannam, Shore Capital and the Company. The
timing of the closing of the books and allocations will be agreed
between Mirabaud, Hannam, Shore Capital and the Company following
completion of the Bookbuild (the "Allocation Policy"). Mirabaud,
Hannam and Shore Capital may, in agreement with the Company, accept
offers to subscribe for Placing Shares that are received after the
Bookbuild has closed.
f) An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions and will be
legally binding on the Placee by which, or on behalf of which, it
is made and will not be capable of variation or revocation after
the close of the Bookbuild.
g) Subject to paragraph (e) above, Mirabaud, Hannam and Shore
Capital reserve the right not to accept an offer to subscribe for
Placing Shares, either in whole or in part, on the basis of the
Allocation Policy and may scale down any offer to subscribe for
Placing Shares for this purpose.
h) If successful, each Placee's allocation will be confirmed to
it by Mirabaud, Hannam or Shore Capital (or, in the case of US
Placees, the Company) following the close of the Bookbuild. Oral or
written confirmation (at Mirabaud, Hannam and Shore Capital's
discretion) from Mirabaud, Hannam or Shore Capital (or, in the case
of US Placees, the Company) to such Placee confirming its
allocation will constitute a legally binding commitment upon such
Placee, in favour of Mirabaud, Hannam and Shore Capital (other than
with respect to US Placees) and the Company to acquire the number
of Placing Shares allocated to it on the terms and conditions set
out herein. Each Placee (other than a US Placee) will have an
immediate, separate, irrevocable and binding obligation, owed to
the Company, to pay to (other than with respect to US Placees)
Mirabaud, Hannam or Shore Capital (or as Mirabaud may direct) as
agent for the Company or (in the case of the US Placees) the
Company in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares which such Placee
has agreed to acquire.
i) The Company will make a further announcement following the
close of the Bookbuild detailing the Placing Price and the number
of Placing Shares to be issued (the "Placing Results
Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of
the Bookbuild.
j) Subject to paragraphs (g) and (h) above, Mirabaud, Hannam and
Shore Capital reserve the right not to accept bids or to accept
bids, either in whole or in part, on the basis of allocations
determined at Mirabaud, Hannam and Shore Capital's discretion and
may scale down any bids as Mirabaud, Hannam and Shore Capital may
determine, subject to agreement with the Company. The acceptance of
bids shall be at Mirabaud's, Hannam' and Shore Capital's absolute
discretion, subject to agreement with the Company.
k) Irrespective of the time at which a 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 time specified, on the basis explained
below under the paragraph entitled "Registration and
Settlement".
l) No commissions are payable to Placees in respect of the
Placing.
m) By participating in the Bookbuild, each Placee agrees 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. All obligations under
the Placing will be subject to the fulfilment of the conditions
referred to below under the paragraph entitled "Conditions of the
Placing and Termination of the Placing Agreement".
Conditions of the Placing
The obligations of Mirabaud, Hannam and Shore Capital under the
Placing Agreement in respect of the Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and
(b) Admission having occurred not later than 8.00 a.m. 25
January 2019 or such later date as the Company, Mirabaud, Hannam
and Shore Capital may agree, but in any event not later than 8.00
a.m. on 8 February 2019.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Mirabaud, Hannam and Shore Capital by the respective time or date
where specified, (ii) any of such conditions becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Mirabaud, Hannam and Shore Capital, at their discretion and upon
such terms as they think fit, may waive compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither Mirabaud, Hannam, Shore Capital nor the Company nor any
other person shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Mirabaud, Hannam and Shore Capital.
Termination of the Placing Agreement
Each of Mirabaud, Hannam and Shore Capital are entitled (but
after, where practicable, having consulted with the Company) at any
time before Admission, to terminate the Placing Agreement in
relation to its obligations in respect of the Placing Shares by
giving notice to the Company if, amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Mirabaud, Hannam and Shore Capital
that any statement contained in this announcement was untrue,
incorrect or misleading at the date of this announcement or has
become untrue, incorrect or misleading in each case in any respect
which Mirabaud, Hannam and Shore Capital (acting reasonably)
consider to be material in the context of the Placing or that any
matter which Mirabaud, Hannam and Shore Capital consider to be
material in the context of the Placing has arisen which would, if
the Placing were made at that time, constitute a material omission
therefrom; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any respect which
Mirabaud, Hannam and Shore Capital (acting reasonably) consider to
be material in the context of the Placing by reference to the facts
subsisting at the time when notice to terminate is given; or
(d) there happens, develops or comes into effect: i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or ii) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or any other
relevant jurisdiction the laws or regulations of which apply to the
Company or any of its subsidiary undertakings (together being the
"Group") or the Group's assets ("Relevant Jurisdiction") or the
declaration by the United Kingdom or any other Relevant
Jurisdiction of a national emergency or war or any other occurrence
of any kind which in any such case (by itself or together with any
other such occurrence) in the reasonable opinion of Mirabaud,
Hannam and Shore Capital is likely to materially and adversely
affect the market's position or prospects of the Group taken as a
whole; or iii) any other crisis of international or national effect
or any change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of
Mirabaud, Hannam and Shore Capital is materially adverse.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant
to the Placing and any allocation of the Placing Shares to be
issued pursuant to the Placing will be notified to them on or
around 24 January 2019 (or such other time and/or date as the
Company, Mirabaud, Hannam and Shore Capital may agree).
Payment in full for any Placing Shares so allocated in respect
of the Placing at the Placing Price must be made by no later than
25 January 2019 (or such other date as shall be notified to each
Placee by Mirabaud, Hannam or Shore Capital) on the expected
closing date of the Placing. Mirabaud, Hannam, Shore Capital or the
Company will notify Placees if any of the dates in these terms and
conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission of the Placing Shares will take place within the CREST
system, subject to certain exceptions. Mirabaud, Hannam, Shore
Capital and the Company reserve the right to require settlement
for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary if delivery or settlement is not
possible 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 in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Mirabaud, Hannam or Shore Capital.
Settlement for the Placing will be on a T+2 and delivery versus
payment basis and settlement is expected to take place on or around
25 January 2019. Interest is chargeable daily on payments to the
extent that value is received after the due date from Placees at
the rate of 2 percentage points above prevailing LIBOR. Each Placee
other than the US Placees is deemed to agree that if it does not
comply with these obligations, Mirabaud, Hannam or Shore Capital
may sell any or all of the Placing Shares allocated to it on its
behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. By communicating a bid for Placing Shares,
each Placee other than the US Placees confers on Mirabaud, Hannam
and Shore Capital all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which Mirabaud, Hannam and Shore Capital lawfully take in
pursuance of such sale. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon any
transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Mirabaud, Hannam, Shore Capital and the Company, the
following:
1. in consideration of its allocation of a placing
participation, to subscribe at the Placing Price for any Placing
Shares comprised in its allocation for which it is required to
subscribe pursuant to these terms and conditions;
2. it has read and understood this announcement (including these
terms and conditions and the Risk Factors) in its entirety and that
it has neither received nor relied on any information given or any
investigations, representations, warranties or statements made at
any time by any person in connection with Admission, the Placing,
the Company, the Placing Shares, or otherwise, other than the
information contained in this announcement (including these terms
and conditions) that in accepting the offer of its placing
participation it will be relying solely on the information
contained in this announcement (including these terms and
conditions and the Risk Factors), and undertakes not to
redistribute or duplicate such documents;
3. its oral commitment will be made solely on the basis of the
information set out in this announcement and the information
publicly announced to a Regulatory Information Service by or on
behalf of the Company on the date of this announcement, such
information being all that such Placee deems necessary or
appropriate and sufficient 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 or
warranties or statements made, by Mirabaud, Hannam, Shore Capital
or the Company nor any of their respective affiliates and neither
Mirabaud, Hannam, Shore Capital nor the Company will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement;
4. the content of this announcement and these terms and
conditions are exclusively the responsibility of the Company and
agrees that neither Mirabaud, Hannam, Shore Capital nor any of
their affiliates nor any person acting on behalf of any of them
will be responsible for or shall have liability for any
information, representation or statements contained therein or any
information previously published by or on behalf of the Company,
and neither Mirabaud, Hannam, Shore Capital nor the Company, nor
any of their respective affiliates or any person acting on behalf
of any such person will be responsible or liable for a Placee's
decision to accept its placing participation;
5. (i) it has not relied on, and will not rely on, any
information relating to the Company contained or which may be
contained in any research report or investor presentation prepared
or which may be prepared by Mirabaud, Hannam, Shore Capital or any
of their affiliates; (ii) none of Mirabaud, Hannam, Shore Capital,
their affiliates or any person acting on behalf of any of such
persons has or shall have any responsibility or liability for
public information relating to the Company; (iii) none of Mirabaud,
Hannam, Shore Capital, their affiliates or any person acting on
behalf of any of such persons has or shall have any responsibility
or liability for any additional information that has otherwise been
made available to it, whether at the date of publication of such
information, the date of these terms and conditions or otherwise;
and that (iv) none of Mirabaud, Hannam, Shore Capital, their
affiliates or any person acting on behalf of any of such persons
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of any such information referred to
in (i) to (iii) above, whether at the date of publication of such
information, the date of this announcement or otherwise;
6. it has made its own assessment of the Company and has relied
on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing,
and has satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its decision
to participate in the Placing;
7. it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person, (ii) it is and will remain liable to the Company, Mirabaud,
Hannam and Shore Capital for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person), (iii) if it is in the United
Kingdom, it is a person (a) who has professional experience in
matters relating to investments and who falls within the definition
of "investment professionals" in Article 19(5) of the Order or who
falls within Article 49(2) of the Order, and (b) is a qualified
investor" as defined in section 86 of the FSMA, (iv) if it is in a
member state of the EEA, it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive, and (v) if
it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed by
it in the Placing are not being acquired on a nondiscretionary
basis for, or on behalf of, nor will they be acquired with a view
to their offer or resale to persons in a member state of the EEA in
circumstances which may give rise to an offer of shares to the
public, other than their offer or resale to qualified investors
within the meaning of Article 2(1)(e) of the Prospectus Directive
in a member state of the EEA which has implemented the Prospectus
Directive;
8. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person, prior to the
information being made generally available;
9. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal
Justice (Money Laundering and Terrorism Financing) Act 2010 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be
required by the Regulations;
10. 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;
11. it is not acting in concert (within the meaning given in the
City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
12. 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;
13. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (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 these terms and conditions);
14. unless otherwise agreed by the Company (after agreement with
Mirabaud, Hannam and Shore Capital), it is not, and at the time the
Placing Shares are subscribed for and purchased will not be,
subscribing for and on behalf of a resident of Australia, Canada,
Japan, the Republic of South Africa or any other Excluded Territory
and further acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of any
Excluded Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
15. it does not expect Mirabaud, Hannam or Shore Capital to have
any duties or responsibilities towards it for providing protections
afforded to clients under the rules of the FCA Handbook (the
"Rules") or advising it with regard to the Placing Shares and that
it is not, and will not be, a client of Mirabaud as defined by the
Rules. Likewise, any payment by it will not be treated as client
money governed by the Rules;
16. any exercise by Mirabaud, Hannam or Shore Capital of any
right to terminate the Placing Agreement or of other rights or
discretions under the Placing Agreement or the Placing shall be
within Mirabaud's, Hannam' and Shore Capital's absolute discretion
and Mirabaud, Hannam and Shore Capital shall not have any liability
to it whatsoever in relation to any decision to exercise or not to
exercise any such right or the timing thereof;
17. neither it, nor the person specified by it for registration
as a holder of Placing Shares is, or is acting as nominee(s) or
agent(s) for, and that the Placing Shares will not be allotted to,
a person/person(s) whose business either is or includes issuing
depository receipts or the provision of clearance services and
therefore that the issue to the Placee, or the person specified by
the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance system;
18. the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be, and acknowledges that Mirabaud, Hannam, Shore Capital
and the Company will not be responsible for any liability to pay
stamp duty or stamp duty reserve tax (together with interest and
penalties) resulting from a failure to observe this requirement;
and each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing on the basis that the Placing
Shares will be allotted to a CREST stock account of Mirabaud,
Hannam or Shore Capital who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing
settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to
acquire Placing Shares for that managed account;
20. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with
applicable laws and regulations;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
22. it has not offered or sold and will not offer or sell any
Placing Shares to persons in any member state of the EEA prior to
Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and will not result in an
offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
23. participation in the Placing is on the basis that, for the
purposes of the Placing, it is not and will not be a client of
Mirabaud, Hannam or Shore Capital and that Mirabaud, Hannam and
Shore Capital do not have any duties or responsibilities to it for
providing the protections afforded to its clients nor for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or the contents of these terms and
conditions;
24. to provide Mirabaud, Hannam, Shore Capital or the Company
(as relevant) with such relevant documents as they may reasonably
request to comply with requests or requirements that either they or
the Company may receive from relevant regulators in relation to the
Placing, subject to its legal, regulatory and compliance
requirements and restrictions;
25. 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 its behalf
and on behalf of any Placee 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 Mirabaud, Hannam or Shore
Capital 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;
26. to fully and effectively indemnify and hold harmless the
Company, Mirabaud, Hannam, Shore Capital and each of their
respective affiliates (as defined in Rule 501(b) under the
Securities Act) and each person, if any, who controls Mirabaud,
Hannam or Shore Capital within the meaning of Section 15 of the
Securities Act or Section 20 of the US Exchange Act of 1934, as
amended, and any such person's respective affiliates, subsidiaries,
branches, associates and holding companies, and in each case their
respective directors, employees, officers and agents from and
against any and all losses, claims, damages and liabilities (i)
arising from any breach by such Placee of any of the provisions of
these terms and conditions and (ii) incurred by Mirabaud, Hannam,
Shore Capital and/or the Company arising from the performance of
the Placee's obligations as set out in these terms and
conditions;
27. to indemnify on an after-tax basis and hold the Company,
Mirabaud, Hannam, Shore Capital and any of their affiliates and any
person acting on their behalf harmless from any and all losses,
claims, damages, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgments, agreements and
undertakings in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Issue;
28. in making any decision to subscribe for the Placing Shares,
(i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved; (iv)
it has had sufficient time to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and (v) will not look to Mirabaud, Hannam, Shore Capital
or any of their respective affiliates or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
29. its commitment to acquire Placing Shares will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing, and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Mirabaud, Hannam and Shore
Capital's conduct of the Placing; and
30. Mirabaud, Hannam, Shore Capital and the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgments and undertakings which are irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax in the UK
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement assumes that
such Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in such
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company, Mirabaud, Hannam and Shore
Capital would be responsible and Placees shall indemnify the
Company, Mirabaud, Hannam and Shore Capital on an after-tax basis
for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. Furthermore, each
Placee agrees to indemnify on an
after-tax basis and hold each of Mirabaud, Hannam, Shore Capital
and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty,
stamp duty reserve tax and all other similar duties or taxes to the
extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent. If this
is the case, it would be sensible for Placees to take their own
advice and they should notify Mirabaud, Hannam or Shore Capital
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Mirabaud, Hannam, Shore Capital and the Company, the
following:
1. it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing
Shares;
2. it has fully observed and will fully observe the applicable
laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite
governmental or other consents and it has fully observed and will
fully observe any other requisite formalities and pay any issue,
transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person (i) who has
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or who falls within Article 49(2) of the
Order, and (ii) is a "qualified investor" as defined in section 86
of the FSMA;
4. if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(1)(e) of the Prospectus
Directive;
5. it is a person whose ordinary activities involve it (as
principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that
it will (as principal or agent) acquire, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
6. it is and, at the time the Placing Shares are acquired, will
be either (i) outside the United States, purchasing in an offshore
transaction pursuant to Regulation S or (ii) a QIB that makes each
of the representations, warranties, acknowledgments and agreements
set out in paragraph 9 below;
7. none of the Placing Shares have been or will be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United
States;
8. none of the Placing Shares may be offered, sold, taken up or
delivered directly or indirectly, in whole or in part, into or
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States;
9. if it is in the United States, (i) it is a QIB that has
signed and delivered to the Company a US investor letter in the
form provided by the Company; (ii) it acknowledges that it is
acquiring the Placing Shares in a direct transaction with the
Company and that Mirabaud, Hannam and Shore Capital have not
participated in the distribution of the Placing Shares to it;
10. if it is in South Africa, it is a person falling within a
category of person listed in section 96 of the South African
Companies Act, 2008 as not being a member of the public;
11. If it is in Australia, it is a person who falls within an
exemption from disclosure to investors in Australia under the
Australian Corporations Act 2001 (Cth) (the "Corporations Act"),
including a "sophisticated investor" within the meaning of Section
708(8) of the Corporations Act or a "professional investor" within
the meaning of Section 708(11) of the Corporations Act or a
"wholesale client" within the meaning of Section 761(G) of the
Corporations Act;
12. it (on its behalf and on behalf of any Placee on whose
behalf it is acting) has (a) fully observed the laws of all
relevant jurisdictions which apply to it; (b) obtained all
governmental and other consents which may be required; (c) fully
observed any other requisite formalities; (d) paid or will pay any
issue, transfer or other taxes; (e) not taken any action which will
or may result in the Company, Mirabaud, Hannam or Shore Capital (or
any of them) being in breach of a legal or regulatory requirement
of any territory in connection with the Placing: (f) obtained all
other necessary consents and authorities required to enable it to
give its commitment to subscribe for the relevant Placing Shares
and (g) the power and capacity to, and will, perform its
obligations under the terms contained in these terms and
conditions.
Miscellaneous
The Company reserves the right to treat as invalid any
application or purported application for Placing Shares that
appears to the Company or its agents to have been executed,
effected or dispatched from the United States or an Excluded
Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in an Excluded Territory or the
United States, or any other jurisdiction outside the United Kingdom
in which it would be unlawful to deliver such share
certificates.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud, Hannam or Shore Capital, any money held in
an account with Mirabaud, Hannam or Shore Capital on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from Mirabaud, Hannam and Shore Capital's money in
accordance with the client money rules and will be used by
Mirabaud, Hannam and Shore Capital in the course of their own
business; and the Placee will rank only as a general creditor of
Mirabaud, Hannam or Shore Capital.
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in these terms and
conditions may be subject to amendment. Mirabaud, Hannam and Shore
Capital (or, in the case of US Placees, the Company) will notify
Placees and any persons acting on behalf of the Placees of any
changes.
APPIX 2
RISK FACTORS
Ordinary Shares are subject to a number of risks. Accordingly,
shareholders should consider carefully all of the information set
out in this announcement including, in particular, the risks
described below, prior to making any decision relating to the
Ordinary Shares.
An investment in the Company may not be suitable for all
investors and involves a high degree of risk. Before making an
investment decision, prospective investors are advised to consult a
professional adviser authorised under FSMA who specialises in
advising on investments of the kind described in this announcement.
Prospective investors should consider carefully whether an
investment in the Company is suitable for them in the light of
their personal circumstances and the financial resources available
to them.
The exploration for and development of natural resources is a
highly speculative activity which involves a high degree of risk.
Accordingly, the Ordinary Shares should be regarded as a highly
speculative investment and an investment in the Company should only
be made by those with the necessary expertise to evaluate the
investment fully.
In addition to the following risk factors, shareholders are
advised to review the risk factors which are set out in the
Company's Admission Document of 22 December 2017.
THE FOLLOWING RISK FACTORS DO NOT PURPORT TO BE AN EXHAUSTIVE
LIST OR EXPLANATION OF ALL THE RISK FACTORS INVOLVED IN INVESTING
IN THE COMPANY. IN PARTICULAR, THE COMPANY'S PERFORMANCE MIGHT BE
AFFECTED BY CHANGES IN MARKET AND/OR ECONOMIC CONDITIONS AND IN
LEGAL, REGULATORY AND TAX REQUIREMENTS. ADDITIONALLY, THERE MAY BE
RISKS OF WHICH THE BOARD IS NOT AWARE OR BELIEVES TO BE IMMATERIAL
WHICH MAY, IN THE FUTURE, ADVERSELY AFFECT THE OPERATING RESULTS,
FINANCIAL CONDITION AND PROSPECTS AND THE MARKET PRICE OF THE
ORDINARY SHARES. IN SUCH CASES, THE MARKET PRICE OF THE ORDINARY
SHARES MAY DECLINE AND HOLDERS OF ORDINARY SHARES MAY LOSE ALL OR
PART OF THEIR INVESTMENT. ANY ONE OR MORE OF THESE RISK FACTORS
COULD HAVE A MATERIALLY ADVERSE IMPACT ON THE VALUE OF THE GROUP
AND SHOULD BE TAKEN INTO CONSIDERATION WHEN ASSESSING THE COMPANY
AND WHETHER TO ACQUIRE ORDINARY SHARES.
Risks relating to the business
Risks relating to the Group's activities in the oil and gas
industry
There are numerous factors which may affect the success of the
Group's business which are beyond its control including local,
national and international economic, legal and political
conditions. The Group's business involves a high degree of risk
which a combination of experience, knowledge and careful evaluation
may not overcome. The operations of the Group in West Africa may
expose it to potential civil unrest and political or currency
risks.
Oil prices
The marketability and price of oil and natural gas that may
directly or indirectly be acquired or discovered by the Group will
be affected by numerous factors beyond the control of the Group,
but which include: global and regional supply and demand,
expectations regarding future supply and demand, for oil and gas;
global and regional economic conditions; political, economic and
military developments in oil and gas producing regions; prices and
availability of alternative sources of energy; geopolitical
uncertainty; speculative activities and trends in the financial
community; and the ability and desire of members of OPEC, and other
oil producing nations, to set and maintain specified levels of
production and prices. Low oil prices will reduce the projected
economic value of the Group's assets, make it harder for the
Company to attract partners and/or capital and reduce the cashflows
of the Group's assets once developed.
Title matters and payment obligations
Although the R1/R2 Production Sharing Contract ("PSC") and the
R3/R4 PSC (together, the "Savannah PSCs") and various international
treaties to which Savannah Niger is a signatory offer a strong
protection to the Group, an unforeseen defect in title, changes in
law (or interpretations thereof), regulatory consents or political
events may arise or occur to defeat or impair the claim of the
Group to some or all of the rights in properties which it currently
owns or is interested or may acquire which could result in a
material adverse effect on the Group, including a reduction in any
revenues generated.
Early stage of operations
The Group's operations are at an early stage of development and
future success will depend, inter alia, on the Directors' ability
successfully to manage and exploit the current asset portfolio and
to take advantage of further opportunities which may arise. There
can be no guarantee that the Group can or will be able to, or that
it will be commercially advantageous for the Group to, develop its
assets.
An investment in the Company is subject to certain risks related
to the nature of the Group's business in the acquisition,
appraisal, exploitation, development and production of oil and
natural gas assets and their early stage of development. The Group
has a limited operating history and no history of positive
earnings, and there can be no assurance that the Group's business
will be successful or profitable.
Further, the Group has no assets producing positive cash flow
and its ultimate success will depend on, inter alia, the Group's
success in discovering oil and/or natural gas, the Directors'
ability to implement their strategy, generate cash flow from
economically viable projects and access appropriate sources of
future funding, including, but not limited to, equity markets, bank
debt and proceeds from potential asset sales. Whilst the Directors
are optimistic about the Group's prospects, there is no certainty
that sustainable revenue streams and sustainable profitability will
be achieved.
The Group will not generate any material income until either (i)
production in Niger has successfully commenced; or (ii) the Seven
Energy Transaction has completed, and in the meantime the Group
will continue to expend its cash reserves.
The Group's business plan to exploit and commercialise its
assets will require significant capital expenditure for the
identification, acquisition, appraisal, exploration, development
and production of oil and gas resources and/or reserves in the
future.
In the opinion of the Directors, the net proceeds of the Placing
receivable by the Company will be sufficient to finance the Company
until the Seven Energy Transaction has completed. However, there is
a risk that the Company may require additional access to funding in
the event that the completion of the Seven Energy Transaction is
delayed. The Group's inability to access sufficient capital for its
operations may have a material adverse effect on its business,
financial condition, results of operations and prospects.
Use of proceeds of the Placing
At present, the Company intends to use the net proceeds of the
Placing to fund working capital and general corporate purposes. The
very nature of the oil and gas industry in which the Group operates
means that it will need to manage certain events which are outside
of its control.
Governmental relations may change and retention of key business
relationships
To protect the Group's licences and permits to operate and its
ability to secure new resources it is important that the Group
should maintain strong positive relationships with the governments
of, and communities in, the countries where its business is
conducted. Failure - real or perceived - to maintain these
relationships, or any of the risk factors described in this
announcement materialising, could harm the Group's reputation,
which could, in turn, impact the Group's licences, financing and
access to new opportunities.
Although the Company believes it has good relations with both
the Nigerien and Nigerian Governments, there can be no assurance
that the actions of present or future governments in Niger and
Nigeria and governments of other countries in which the Group may
operate, directly or indirectly, in the future, will not materially
adversely affect the business or financial condition of the
Group.
The Group will rely significantly on strategic relationships
with other entities, on good relationships with regulatory and
governmental departments and upon third parties to provide
essential contracting services. There can be no assurance that its
existing relationships will continue to be maintained or that new
ones will be successfully formed, and the Group could be adversely
affected by changes to such relationships or difficulties in
forming new ones. Any circumstance which causes the early
termination or non-renewal of one or more of these key business
alliances or contracts could adversely impact the Group, its
business, operating results and prospects.
Farm down of the Group's assets
In due course the Group may, subject to receipt of any necessary
consents, farm down part of its licence interests to third parties,
some of which may act as operator. Operating agreements with third
party operators typically provide for a right of consultation or
consent in relation to significant matters and generally impose
standards and requirements in relation to the operator's
activities. However, in the event that the Group does not act as
operator in respect of certain of its licence interests, the Group
will generally have limited control over the day-to-day management
or operations of those assets and will therefore be dependent upon
the third party operator. A third party operator's mismanagement of
an asset may result in significant delays or materially increased
costs to the Group. The Group's return on assets operated by others
will therefore depend upon a number of factors that may be outside
the Group's control, including the timing and amount of capital
expenditures, the operator's expertise and financial resources, the
approval of other participants, the selection of technology and
risk management practices.
Generally, a failure by any licence partner (whether the
operator or otherwise) to fulfil its financial obligations may
increase the Group's exposure related to the licence in question.
Any significant increase in costs as a consequence of joint and
several liabilities may materially adversely affect the financial
condition of the Group.
There can be no certainty that a farm out transaction will be
successfully concluded due to, without limitation, an inability to
secure suitable terms, failure of a potential farminee to achieve
appropriate management or regulatory approvals, or a change in the
Group's strategy.
Dependence on key executives and personnel
The future performance of the Group will to a significant extent
be dependent on its ability to retain the services and personal
connections or contacts of key executives and to attract, recruit,
motivate and retain other suitably skilled, qualified and industry
experienced personnel to form a high calibre management team. Such
key executives are expected to play an important role in the
development and growth of the Group, in particular by maintaining
good business relationships with regulatory and governmental
departments and essential partners, contractors and suppliers.
Further, the Group may struggle to recruit key personnel
required to run an exploration and appraisal programme and other
important members of the workforce required to run a full
exploration or appraisal programme. Shortages of labour, or of
skilled workers, may cause delays or other stoppages during
exploration and appraisal activities. Many of the Group's
competitors are larger, have greater financial and technical
resources, as well as staff and facilities, and have been operating
in a market-based competitive economic environment for much longer
than the Group.
There can be no assurance that the Group will retain the
services of any key executives, advisers or personnel who have
entered into service agreements or letters of appointment with the
Group. The loss of the services of any of the key executives,
advisers or personnel may have a material adverse effect on the
business, operations, relationships and/or prospects of the Group.
In particular, given the importance of the direction and leadership
of its existing Chief Executive Officer as founder of the Group,
his local knowledge and relationships in the oil and gas industry
in Niger and his industry expertise, the future success of the
Group is, to an extent, dependent upon the continued service of the
Chief Executive Officer. The Group currently has no key-man
insurance policy in place and, therefore, there is a risk that the
unexpected departure or loss of this individual could have a
material adverse effect on the business, financial condition and
results of operations of the Group, and there can be no assurance
that the Group will be able to attract or retain a suitable
replacement.
Labour and health & safety
Developing oil and gas resources and reserves into commercial
production involves a high degree of risk. The Group's exploration
operations are subject to all the risks common in its industry.
These hazards and risks include encountering unusual or unexpected
rock formations or geological pressures, geological uncertainties,
seismic shifts, blowouts, oil spills, uncontrollable flows of oil,
natural gas or well fluids, explosions, fires, improper
installation or operation of equipment and equipment damage or
failure, including failure to comply with regulatory requirements
expected of a Western country (such as comprehensive health and
safety processes). Personal injuries suffered as a result of the
foregoing are likely to be exacerbated as a result of a lack of
access to medical care facilities and healthcare professionals.
If any of these types of events were to occur, they could result
in loss of production, environmental damage, injury to persons and
loss of life.
They could also result in significant delays to drilling
programmes, a partial or total shutdown of operations, significant
damage to equipment owned or used by the Group and personal injury,
wrongful death or other claims related to loss being brought
against the Group. These events could result in the Group being
required to take corrective measures, incurring significant civil
liability claims, significant fines or penalties as well as
criminal sanctions potentially being enforced against the Group
and/or its officers. The Group may also be required to curtail or
cease operations on the occurrence of such events. Any of the above
could have a material adverse effect on the Group's business,
prospects, financial condition or results of operations.
While the Group has implemented certain policies and procedures
to identify and mitigate such hazards, develop appropriate work
plans and approvals for high-risk activities and prevent accidents
from occurring, these procedures may not be sufficiently robust or
appropriately followed by the Group's staff or third-party
contractors to prevent accidents.
Risks associated with the need to maintain an effective system
of internal controls
The Group faces risks frequently encountered by developing
companies such as under-capitalisation, under-capacity, cash
shortages and limited resources. In particular, its future growth
and prospects will depend on its ability to manage growth and to
continue to maintain, expand and improve operational, financial and
management information systems on a timely basis, whilst at the
same time maintaining effective cost controls. Any damage to,
failure of or inability to maintain, expand and upgrade effective
operational, financial and management information systems and
internal controls in line with the Group's growth could have a
material adverse effect on the Group's business, financial
condition and results of operations.
Project development risks
There can be no assurance that the Group will be able to manage
effectively the expansion of its operations or that the Group's
current personnel, systems, procedures and controls will be
adequate to support the Group's operations. Any failure of the
Board to manage effectively the Group's growth and development
could have a material adverse effect on the Group's business,
financial condition and results of operations. There is no
certainty that all or, indeed, any of the elements of the Group's
current strategy will develop as anticipated and that the Group
will be profitable.
Foreign subsidiaries
The Group conducts most of its operations through its
subsidiary, Savannah Niger, which is located outside of the United
Kingdom. Therefore, the success of the Group in the near term will
be dependent on distributions from the Company and its subsidiaries
to Savannah Niger in order that it may meet its obligations. At the
point of production commencement, the ability of Savannah Niger to
make payments to the Company may be constrained by, among other
things, the level of taxation, particularly in relation to
corporate profits and withholding taxes, in the jurisdiction in
which it or any other Group company operates, and the introduction
of exchange controls or repatriation restrictions or the
availability of hard currency to be repatriated.
Tax risks
The Group is subject to taxation including, but not limited to,
that as outlined in the Savannah PSCs. The Group has subsidiaries
located in multiple jurisdictions and has relied on external
professional advice in relation to the applicable taxation regime
in each jurisdiction. The Group cannot be certain that this advice
will ultimately prove to be correct. The application of such taxes
together with taxes levied in other applicable jurisdictions, may
change over time due to changes in laws, regulations or
interpretations by the relevant tax authorities. Any such changes,
or the application of taxes where not anticipated by the Group, may
have a material adverse effect on the Group's financial condition
and results of operations.
Exchange rate fluctuations
Currency fluctuations may affect the Group's operating cash flow
since certain of its costs and revenues are likely to be
denominated in currencies other than Pounds Sterling such as US
Dollars, Euros and Communauté Financière Africaine francs (XOF).
Fluctuations in exchange rates between currencies in which the
Group operates may cause fluctuations in its financial results
(which are reported in US Dollars) which are not necessarily
related to its underlying operations. The Group does not currently
have a foreign currency hedging policy in place. If and when
appropriate, the adoption of such a policy will be considered by
the Board.
The Company's share price is quoted on the London Stock Exchange
in Pounds Sterling. As a consequence, shareholders may experience
fluctuation in the market price of the Ordinary Shares as a result
of, amongst other factors, movements in the exchange rate between
Pounds Sterling, US Dollars, Euros and XOF.
Exchange controls
Savannah Niger is subject to the special foreign exchange regime
provided for under the Savannah PSCs as well as the common law
foreign exchange regime for issues with respect to which the
Savannah PSCs do not provide for a preferential treatment.
In accordance with the combined provisions of the WAEMU Foreign
Exchange Regulation and of the Savannah PSCs, there are no
restrictions on transfers of funds into Niger though Savannah Niger
must send a quarterly report to the Nigerien Government with all
information concerning the movement of capital and payments made by
it that are required for declaration purposes.
Any resident company intending to transfer foreign currency out
of the country must provide supporting documentation. Residents are
required to transfer any income in foreign currency via an approved
intermediary. In this case as well, Savannah Niger must, each
quarter, send to the Nigerien Government all information concerning
the movement of capital and payments out of Niger effected by
it.
Notwithstanding the stabilisation of the foreign exchange regime
granted to Savannah Niger as per the Savannah PSCs, if restrictions
on exchange controls are changed in a manner detrimental to the
Group, its business, prospects, results of operations or financial
conditions could be materially adversely affected, as would its
ability to pay dividends on the Ordinary Shares, should any be
declared.
Insurance coverage and uninsured risks
While the Board will determine appropriate insurance coverage
from time to time, it may elect not to have insurance for certain
risks due to the high premium costs associated with insuring those
risks or for other reasons, including an assessment in some cases
that the risks are remote.
No assurance can be given that the Group will be able to obtain
insurance coverage at reasonable rates (or at all), or that any
coverage it or the relevant operator obtains and proceeds of
insurance will be adequate and available to cover any claims
arising. The Group may become subject to liability for pollution,
blow-outs or other hazards against which it has not insured or
cannot insure, including those in respect of past activities for
which it was not responsible. The Group will exercise due care in
the conduct of its business and obtain insurance prior to
commencing operations in accordance with industry standards to
cover certain of these risks and hazards. However, insurance is
subject to limitations on liability and, as a result, may not be
sufficient to cover all of the Group's losses. The occurrence of a
significant event against which the Group is not fully insured, or
the insolvency of the insurer of such event, could have a material
adverse effect on the Group's business, financial condition,
results of operations and prospects. Any indemnities the Group may
receive from such parties may be difficult to enforce if such
sub-contractors, operators or joint venture partners lack adequate
resources. In the event that insurance coverage is not available or
the Group's insurance is insufficient to fully cover any losses,
claims and/or liabilities incurred, or indemnities are difficult to
enforce, the Group's business and operations, financial results or
financial position may be disrupted and adversely affected.
Further, even where the Group is insured, its contractors may
themselves be insufficiently insured, or uninsured, in respect of
damage they may cause to the Group's property or operations. In
such cases, the Group may be required to incur additional costs to
extend its cover to its contractors, from whom it may be
unsuccessful in recovering such costs in full or at all.
The payment by the Group's insurers of any insurance claims may
result in increases in the premiums payable by the Group for its
insurance cover and adversely affect the Group's financial
performance. In the future, some or all of the Group's insurance
coverage may become unavailable or prohibitively expensive.
Operational insurance policies are usually placed in one year
contracts and the insurance market can withdraw cover for certain
risks which can greatly increase the costs of risk transfer. Such
increases are often driven by factors unrelated to the Group such
as well control elsewhere in the world and wind storm damage.
Professional advisers
The Directors and the Group have relied upon advice from various
professional advisers engaged by the Group in relation to the
preparation of this circular and the Placing. Such professional
advisers' liability is subject to limitations. Accordingly, in the
event any such advice proves to be have been incorrect, any amounts
recoverable from the relevant adviser(s) may not be sufficient to
cover all of the Group's resulting losses. This could have a
material adverse effect on the Group's business and operations,
financial condition and prospects.
Future litigation
From time to time, the Group may be subject, directly or
indirectly, to litigation arising out of its proposed operations.
Damages claimed under such litigation may be material or may be
indeterminate, and the outcome of such litigation may materially
impact the Group's business, results of operations or financial
condition. While the Group assesses the merits of each lawsuit and
defends itself accordingly, it may be required to incur significant
expenses or devote significant resources to defending itself
against such litigation. In addition, the adverse publicity
surrounding such claims may have a material adverse effect on the
Group's business.
Risks relating to the Seven Energy Transaction
Risk that the Transaction will not be implemented on a timely
basis or at all
Completion of the Seven Energy Transaction is conditional upon,
among other things: (i) the Company entering into the
Implementation Agreement to effect the Transaction; and (ii)
Ministerial Consent. There is a risk that these conditions will not
be satisfied on a timely basis or at all.
The terms of the Seven Energy Transaction which were set out in
the Company's Admission Document of 22 December 2017 are expected
to be amended by the terms of (i) a gas for oil swap with Frontier
Oil Limited and the buy-out of minority shareholders in Universal
Energy Resources Limited as per the terms of Savannah's RNS dated
20 September 2018; and (ii) the acquisition of an additional 55%
interest in Accugas as well as the sale of 25% (less one share)
interest in SUGL and Accugas to AIIM as per the terms of Savannah's
RNS dated 21 December 2018. There is a risk that the Transaction
will not be implemented on the basis set out in these
announcements.
Risk that the Seven Energy Assets do not perform as expected
The assets being acquired as part of the Seven Energy
Transaction have historically delivered poor financial performance
due in large part to key end users failing to fulfil their
contractual obligations. There is a risk that, once owned by
Savannah, the Seven Energy Assets do not deliver improved financial
performance.
General exploration, development and production risks
Exploration, development and production risks
There can be no guarantee that hydrocarbons will be discovered
in commercial quantities, or that those potentially discovered will
be developed into profitable production. Developing a hydrocarbon
production field requires significant investment, generally over
several years, to build the requisite operating facilities,
drilling of production wells along with implementation of advanced
technologies for the extraction and exploitation of hydrocarbons
with complex properties. Making these investments and implementing
these technologies, normally under difficult conditions, can result
in uncertainties about the amount of investment necessary,
operating costs and additional expenses incurred as compared with
the initial budget, thereby negatively affecting the business,
prospects, financial condition and results of operations of the
Group. In addition, hydrocarbon deposits assessed by the Group may
not ultimately contain economically recoverable volumes of
resources and even if they do, delays in the construction and
commissioning of production projects or other technical
difficulties may result in any projected target dates for
production being delayed or further capital expenditure being
required. There is also the risk that the Group may not be awarded
exclusive exploitation rights in respect of resources which are
ultimately identified.
The operations and planned drilling activities of the Group and
its partners may be disrupted, curtailed, delayed or cancelled by a
variety of risks and hazards which are beyond the control of the
Group, including unusual or unexpected geological formations,
formation pressures, geotechnical and seismic factors,
environmental hazards such as accidental spills or leakage of
petroleum liquids, gas leaks, ruptures or discharge of toxic gases,
industrial accidents, occupational and health hazards, technical
failures, mechanical difficulties, equipment shortages, labour
disputes, fires, power outages, compliance with governmental
requirements and extended interruptions due to inclement or
hazardous weather and ocean conditions, explosions, blow-outs, pipe
failure and other acts of God.
Any one of these risks and hazards could result in work
stoppages, damage to, or destruction of, the Group's or its
partners' facilities, personal injury or loss of life, severe
damage to or destruction of property, environmental damage or
pollution, clean-up responsibilities, regulatory investigation and
penalties, business interruption, monetary losses and possible
legal liability which could have a material adverse impact on the
business, operations and financial performance of the Group.
Although precautions to minimise risk are taken, even a combination
of careful evaluation, experience and knowledge may not eliminate
all of the hazards and risks. In addition, not all of these risks
are insurable.
Hydrocarbon resource and reserve estimates
No assurance can be given that hydrocarbon resources and
reserves reported by the Group previously, now or in the future are
or will be present as estimated, will be recovered at the rates
estimated or that they can be brought into profitable production.
Hydrocarbon resource and reserve estimates may require revisions
(either up or down) based on actual production experience and in
light of the prevailing market price of oil and gas. Hydrocarbon
resource and reserve estimates are highly subjective, and there is
a risk that there are discrepancies between those estimates and the
resources and reserves which are ultimately identified, both in
terms of volume of resources and reserves identified, and in terms
of the potential for recovery of such resources to be economically
recoverable. A decline in the market price for oil and gas could
render reserves uneconomic to recover and may ultimately result in
a reclassification of reserves as resources.
Capital and operating expenditure estimates may not be
accurate
Estimated capital and operating expenditure requirements are
estimates based on anticipated costs and are made on certain
assumptions. Given the inherent uncertainties as to Savannah
Petroleum's future work program and associated capital
expenditures, the uncertain time frame during which the capital
expenditures will be made and sources of finance will be made
available to the Group, and the general correlation between oil and
gas capital expenditures and global commodity markets there is a
risk that currently assessed capital and operating expenditure
costs may prove to be inaccurate. In addition, given the pragmatic
approach of Savannah Petroleum's board and executive management
team, nearer term capital and operating expenditure may be subject
to change if Savannah Petroleum's board and management believe such
a change is in the best interests of the Group.
Should the Group's capital and operating expenditure
requirements turn out to be higher than currently anticipated the
Group or its partners may need to seek additional funds which it
may not be able to secure on reasonable commercial terms to satisfy
the increased capital expenditure requirements. If this happens,
the Group's business, cash flow, financial condition and operations
may be materially adversely affected.
Exploration activities are capital intensive and there is no
guarantee of success
Exploration activities are capital intensive and their
successful outcome cannot be assured. The Group intends to
undertake exploration activities and incur significant costs with
no guarantee that such expenditures will result in the discovery of
commercially deliverable oil or gas. The Group intends to explore
in geographic areas, where environmental conditions are challenging
and costs can be high. The costs of drilling, completing and
operating wells are often uncertain. As a result, there may be cost
overruns or requirements to curtail, delay or cancel drilling
operations because of many factors, including unexpected drilling
conditions, pressure or irregularities in geological formations,
equipment failures or accidents, adverse weather conditions,
compliance with environmental regulations, governmental
requirements and shortages or delays in the availability of
drilling rigs and the delivery of equipment. Capital expenditure
commitments may vary (or be increased) as a result of actual
exploration performance. The risk of incurring such costs and the
failure of such exploration may adversely affect the Company's
profitability.
Appraisal and development results may be unpredictable
Appraisal results for discoveries are also uncertain. Appraisal
and development activities involving the drilling of wells across a
field may be unpredictable and not result in the outcome planned,
targeted or predicted, as only by extensive testing can the
properties of the entire field be fully understood.
Production operations may produce unforeseen issues and drilling
activities may not be successful
Any production operations at the Savannah PSCs would involve
risks common to the industry, including blowouts, oil spills,
explosions, fires, equipment damage or failure, natural disasters,
geological uncertainties, unusual or unexpected rock formations and
abnormal geological pressures. In the event that any of these
occur, environmental damage, injury to persons and loss of life,
failure to produce oil or gas in commercial quantities or an
inability to fully produce discovered reserves could result.
Drilling activities may be unsuccessful and the actual costs
incurred in drilling, operating wells and completing well workovers
may exceed budget. There may be a requirement to curtail, delay or
cancel any drilling operations because of a variety of factors,
including unexpected drilling conditions, pressure or
irregularities in geological formations, equipment failures or
accidents, adverse weather conditions, compliance with governmental
requirements and shortages or delays in the availability of
drilling rigs and the delivery of equipment. The occurrence of any
of these events could have a material adverse effect on the Group's
business, prospects, financial condition and operations.
Increase in drilling costs and the availability of drilling
equipment
The oil and gas industry historically has experienced periods of
rapid cost increases. Increases in the cost of exploration and
development would affect the Group's ability to invest directly or
indirectly in prospects and to purchase or hire equipment, supplies
and oil and gas specific services. In addition, the availability
and cost of drilling rigs and other equipment and services,
including access to seismic survey equipment and related
professionals, is affected by the level and location of drilling
activity around the world.
An increase in drilling operations outside or in the Group's
intended area of operations may reduce the availability, and
increase the cost, of such equipment and services to the Group and
to the companies with which it operates. The reduced availability
of such equipment and services may delay the Group's ability,
directly or indirectly, to exploit reserves and adversely affect
the Group's operations and profitability.
Delays in production, marketing and transportation
Various production, marketing and transportation conditions may
cause delays in oil production and adversely affect the Group's
business. Drilling wells in areas remote from distribution and
production facilities may delay production from those wells until
sufficient reserves are established to justify expenditure on
construction of the necessary transportation and production
facilities. The Group's inability directly or indirectly to
complete wells in a timely manner would result in production
delays.
The Group is also subject to market fluctuations in the prices
of oil and natural gas, deliverability uncertainties related to the
proximity of reserves to adequate pipeline and processing
facilities, and extensive government regulations relating to price,
taxes, royalties, licences, land tenure, allowable production, the
export of oil and natural gas, and many other aspects of the oil
and natural gas business. Moreover, weather conditions may impede
the transportation and delivery of oil by sea. Any or all of these
factors may result in an adverse impact on the financial returns
anticipated by the Group.
Oil exploration and production and the sale of such production
depends on adequate infrastructure.
Reliable roads, bridges, power sources and water supplies are
important determinants which affect capital and operating costs.
Generally speaking, Niger suffers from underdeveloped
infrastructure, communication problems (particularly internet
access), energy shortages and high energy costs.
Interruptions in availability of exploration, production or
supply infrastructure
The Group may suffer, indirectly, from delays or interruptions
due to lack of availability of drilling rigs or construction of
infrastructure, including pipelines, storage tanks and other
facilities, which may adversely impact the operations and could
lead to fines, penalties, criminal sanctions against the Group
and/or its officers or its current or future licences or interests
being terminated. Despite assurances given by the Nigerien
Government in the Savannah PSCs, there is the risk of delays in
obtaining licences, permissions and approvals required by the Group
or its partners in the pursuance of its business objectives could
likewise have a material adverse impact on the Group's business and
the results of its operations.
Failure to meet contractual work commitments may lead to
penalties
The Group is subject to contractual work commitments, including
those specified within the Savannah PSCs, which include minimum
work programmes to be fulfilled within certain time restraints.
Specifically these commitments may cover certain depths of wells to
be drilled, seismic surveys to be performed and other data
acquisition. Failure to comply with such obligations, whether
inadvertent or otherwise, may lead to fines, penalties,
restrictions and withdrawal of licences with consequent material
adverse effects.
Decommissioning costs may be greater than initially
estimated
The Group, through its licence interests, expects to assume
certain obligations in respect of the decommissioning of its wells,
fields and related infrastructure. These liabilities are derived
from legislative and regulatory requirements concerning the
decommissioning of wells and production facilities and require the
Group to make provisions for and/or underwrite the liabilities
relating to such decommissioning. It is difficult to forecast
accurately the costs that the Group will incur in satisfying its
decommissioning obligations. When its decommissioning liabilities
crystallise, the Group will be liable either on its own or jointly
and severally liable for them with any other former or current
partners in the field. In the event that it is jointly and
severally liable with other partners and such partners default on
their obligations, the Group will remain liable and its
decommissioning liabilities could be magnified significantly
through such default. Any significant increase in the actual or
estimated decommissioning costs that the Group incurs may adversely
affect its financial condition.
Natural disasters
Any interest held by the Group is subject to the impacts of any
natural disaster such as earthquakes, epidemics, fires and floods
etc. No assurance can be given that the Group will not be affected
by future natural disasters.
Environmental factors
The Group's operations are, and will be, subject to
environmental regulation in Niger and any other regions in which
the Group may operate. Environmental regulations may evolve in a
manner that will require stricter standards and enforcement
measures being implemented, increases in fines and penalties for
non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for
companies and their directors and employees. Compliance with
environmental regulations could increase the Group's costs. Should
the Group's operations not be able to comply with this mandate,
financial penalties may be levied. Environmental legislation can
provide for restrictions and prohibitions on spills, releases of
emissions of various substances produced in association with oil,
condensate and natural gas operations. In addition, certain types
of operations may require the submission and approval of
environmental impact assessments. The Group's operations will be
subject to such environmental policies and legislation.
Environmental legislation and policy may be periodically
amended. Such amendments may result in stricter standards of
enforcement and in more stringent fines and penalties for
noncompliance. Environmental assessments of existing and proposed
projects may carry a heightened degree of responsibility for
companies and their directors, officers and employees. The costs of
compliance associated with changes in environmental regulations
could require significant expenditure, and breaches of such
regulations may result in the imposition of material fines and
penalties. In an extreme case, such regulations may result in
temporary or permanent suspension of production operations. There
can be no assurance that these environmental costs or effects will
not have a materially adverse effect on the Group's future
financial condition or results of operations.
Risks relating to Niger and West Africa
Doing business in Niger
The Group is currently dependent upon the Savannah PSCs and the
Exclusive Exploration Authorisations granted thereunder. Any
adverse development affecting the Savannah PSCs would have a
material adverse effect on the Group, its business, prospects,
results of operations and financial condition. Doing business in
Niger brings with it a wide variety of risks, including political,
legal, regulatory, social and economic.
Niger faces a threat of terrorism. One element of this risk
arises as a result of its proximity to various regional Islamist
insurgencies. Whilst these insurgencies have not impacted Savannah
Petroleum's operations historically, there can be no guarantee this
continues to be the case in the future.
Risk of crime and corruption
Countries in West Africa experience high levels of criminal
activity and governmental and business corruption. Oil and gas
companies operating in West Africa may be particular targets of
criminal or terrorist actions. Criminal, corrupt or terrorist
action against the Group and its directly or indirectly held
properties or facilities could have a material adverse effect on
the Group's business, results of operations or financial condition.
In addition, the fear of criminal or terrorist actions against the
Group could have an adverse effect on the ability of the Group
adequately to staff and/or manage its operations or could
substantially increase the costs of doing so.
Furthermore, alleged or actual involvement in corrupt practices
or other illegal activities by the Group or by Savannah Petroleum's
potential future joint venture partners, or others with whom the
Group directly or indirectly conducts business, could also damage
the Group's reputation and business and adversely affect the
Group's financial condition and results of operations. The UK
Bribery Act 2010 ("Bribery Act") came into force in July 2011.
Under the terms of the Bribery Act, an unlimited fine may be
imposed on companies (which could potentially include the Company
and other members of its Group) where they have failed to take
appropriate steps ("Adequate Procedures") to ensure that the
company and its associated persons, as defined in the Bribery Act
(including, but not limited to, employees, subsidiaries, joint
ventures, and agents) are not involved in any corrupt practices.
There is concern in the oil and gas industry that, following the
letter of the law, the Bribery Act prohibits certain practices
which are not covered by (a) the US Foreign Corrupt Practices Act
1977 (the "FCPA"), or (b) Nigerien anti-corruption legislation and
regulations (to which the Group is bound), but which are regarded
as standard industry practice (for example, facilitation payments).
It may not be possible for the Group to detect or prevent every
instance of fraud, bribery or corruption. Failure to detect or
prevent any such instances may expose the Group to potential civil
or criminal penalties under relevant applicable law and to
reputational damage, which may have a material adverse effect on
the Group's business, prospects, financial condition or results of
operations.
Emerging markets risk
Investors in emerging markets, such as Niger, should be aware
that these markets are subject to greater risk than more developed
markets, including, in some cases, significant legal, fiscal,
economic and political risks. Accordingly, investors should
exercise particular care in evaluating the risks involved in an
investment in the Company and must decide for themselves whether,
in the light of those risks, their investment is appropriate.
Generally, investment in emerging and developing markets is
suitable only for sophisticated investors who fully appreciate the
significance of the risks involved.
Political, economic, fiscal, legal, regulatory and social
environment risk
The Group's interests in Niger are likely to be exposed to
political, economic, fiscal, legal, regulatory and social
environment risk. The Group's business will involve a high degree
of risk which a combination of experience, knowledge and careful
evaluation may not overcome. These risks include, but are not
limited to, corruption, civil strife or labour unrest, armed
conflict, terrorism, limitations or price controls on oil exports,
and limitations or the imposition of tariffs or duties on imports
of certain goods. If the existing body of laws and regulations in
Niger are interpreted or applied, or relevant discretions
exercised, in an inconsistent manner by the courts or applicable
regulatory bodies, this could result in ambiguities,
inconsistencies and anomalies in the enforcement of such laws and
regulations, which, in turn, could hinder the long-term planning
efforts of the Group and may create uncertainties in its operating
environment.
Exploration and development activities in developing countries
may require protracted negotiations with host governments, national
oil companies and third parties and may be subject to economic and
political risks referred to above and expropriation,
nationalisation or renegotiation of existing contracts. The two
main protections granted to Savannah Petroleum under the Savannah
PSCs are (1) the stability of the legislation and the terms agreed
under the Savannah PSCs and the commitment that the Nigerien
Government shall never (a) directly or consequently increase the
obligations and responsibilities imposed on Savannah Niger nor (b)
infringe the latter's economic rights and advantages resulting from
Law of 2007 and the Savannah PSCs, and (2) the arbitration
procedure according to which any dispute relating to the Savannah
PSCs which cannot be settled amicably shall ultimately be resolved
by means of arbitration conducted in accordance with the
Arbitration Rules of the International Centre for Settlement of
Investment Disputes (ICSID Rules) in accordance with the Convention
on the settlement of investment disputes between States and
nationals of other States, the "Washington Convention". The
Savannah PSCs each provide that the dispute shall be resolved in
accordance with its provisions, the Law of 2007 and the provisions
of international law applicable in the area. The Savannah PSCs
specifically provide for any such arbitration to be heard in Paris,
France.
The Nigerien Government owns the country's mineral resources and
grants hydrocarbon exploration and production rights under fixed
term production sharing contracts, which can be renewed in
accordance with their terms. It thus retains control over the
exploration and exploitation of hydrocarbon reserves. Any adverse
changes in the Nigerien Government's policy with respect to the oil
and gas industry, including any which may occur following the
proposed review of the current Petroleum Code, may adversely impact
the interests of the Group. Further, the strategy and business of
the Group in Niger depend on it maintaining good relationships and
cooperating with the relevant Nigerien authorities. While the
Company believes that it has an effective working relationship with
the Niger authorities, there is no guarantee that this positive
relationship will continue or that actions by current or future
governments will not seriously affect the business or financial
position of the Group. This relationship could be adversely
impacted by future changes in the personnel or management of the
Group or the Nigerien authorities.
Uncertainties in the interpretation and application of laws and
regulations
A number of the Group's principal agreements, including the
Savannah PSCs, are governed under Niger law. The courts in Niger
may offer less certainty as to the judicial outcome or a more
protracted judicial process than is the case in more established
economies. However, the Savannah PSCs offer the option of a
recourse to an international arbitration procedure in accordance
with the International Centre for Settlement of Investment Disputes
(ICSID Rules) in accordance with the Convention on the settlement
of investment disputes between States and nationals of other
States, the "Washington Convention" (the Savannah PSCs specifically
providing for any such arbitration to be heard in Paris, France).
Nevertheless, the Group could face risks, such as: (i) effective
legal redress in the courts being more difficult to obtain, whether
in respect of a breach of law or regulation, or in an ownership
dispute, (ii) a higher degree of discretion on the part of
governmental authorities and, therefore, less certainty, (iii) the
lack of judicial or administrative guidance on interpreting
applicable rules and regulations. Enforcement of laws in Niger may
also depend on and be subject to the interpretation placed upon
such laws by the relevant local authority, and such authority may
adopt an interpretation of an aspect of local law which differs
from the advice that has been given to the Group by local lawyers
or even previously by the relevant local authority itself.
In Niger, the state asserts ownership of minerals and
consequently, subject to the terms agreed in the Savannah PSCs,
retains control of (and, in many cases, participates in) the
production of hydrocarbon reserves. Transfers of interests
typically require government approval, which may delay or otherwise
impede such transfers.
Licensing and other regulatory requirements in Niger
The Group's direct and/or indirect intended future operations
will be subject to, licences, production sharing contracts,
regulations and approvals of governmental authorities for
exploration, development, construction, operation, production,
marketing, pricing, transportation and storage of oil, taxation,
and environmental and health and safety matters. The Group cannot
guarantee that such documents applied for will be granted or, if
granted, will not be subsequently withdrawn or made subject to
possibly onerous conditions, or their availability to the Group or
its associated companies may adversely affect the Group's assets,
plans, targets and projections. A block authorisation may be
revoked by the relevant regulatory authority if, inter alia, an
interest holder defaults on its block obligations.
The Group will be subject to extensive government laws and
regulations (which may be subject to change) governing prices,
taxes, royalties, allowable production, waste disposal, pollution
control and similar environmental laws, the export of oil and many
other aspects of the oil business. There can be no assurance that
the actions of present or future governments in Niger, or of
governments of other countries in which the Group may operate in
the future, will not materially adversely affect the Group's
ability to comply with such laws and regulations or that there will
not be a challenge to the Group's title to any interest it may have
in Niger. However, in the Savannah PSCs, the Nigerien Government
grants to Savannah Niger a guarantee of the stability of the legal,
economic, tax, customs duty, financing and foreign exchange regimes
applicable to the Savannah PSCs and to the petroleum operations
carried out by virtue of the Savannah PSCs.
In order to ensure continuity of its activities in Niger, the
Group needs to obtain the renewal of the Savannah PSCs after the
initial phaseDespite the guarantees given by the Government of
Niger in the Savannah PSCs, possible changes in political and
institutional will may result in the Government rejecting any
request for the renewal or extension of the Savannah PSCs and
licenses, thereby leaving Savannah without valid title.
Notwithstanding the right to dispute settlement by arbitration,
such a refusal by the Nigerien Government to extend the Savannah
PSCs would severely impact the operations of the Group.
Adverse sovereign action involving expropriation or
renationalisation
The oil and gas industry is central to the economy and future
prospects for development in Niger. Therefore, the industry can be
expected to be the focus of continuing attention and debate. In
certain developing countries, petroleum companies have faced the
risks of expropriation or renationalisation, breach or abrogation
of project agreements, application to such companies of laws and
regulations from which they were intended to be exempt, denials of
required permits and approvals, increases in royalty rates and
taxes that were intended to be stable, application of exchange or
capital controls, and other risks.
As with many countries, possible future changes in the
government, major policy shifts or increased security arrangements
could have, to varying degrees, an adverse effect on the value of
investments.
These factors could materially adversely affect the Group's
business, prospects or financial results.
In the event of a dispute arising in connection with its
interests, the Group is likely to be subject to the jurisdiction of
the courts of Niger. The effectiveness of and enforcement of such
contracts and relationships with parties in these jurisdictions
cannot be assured. Consequently, the Group's exploration,
development and production activities could be substantially
affected by factors beyond the Group's control, any of which could
have a material adverse effect on the Group.
Investment and AIM risks
Share price volatility and liquidity
The Company's entire issued share capital is admitted to trading
on AIM (and it is intended that the Placing Shares will be admitted
to AIM), there can be no assurance that an active or liquid trading
market for the Ordinary Shares will develop or, if developed, that
it will be maintained. AIM is a market designed primarily for
emerging or smaller growing companies which carry a higher than
normal financial risk and tend to experience lower levels of
liquidity than larger companies. Accordingly, AIM may not provide
the liquidity normally associated with the Official List or some
other stock exchanges. The Ordinary Shares may therefore be
difficult to sell compared to the shares of companies listed on the
Official List and the share price may be subject to greater
fluctuations than might otherwise be the case. An investment in
shares traded on AIM carries a higher risk than those listed on the
Official List.
The Company is principally aiming to achieve capital growth and,
therefore, Ordinary Shares may not be suitable as a short-term
investment. Consequently, the share price may be subject to greater
fluctuation on small volumes of shares traded, and thus the
Ordinary Shares may be difficult to sell at a particular price.
Prospective investors should be aware that the value of an
investment in the Company may go down as well as up and that the
market price of the Ordinary Shares may not reflect the underlying
value of the Company. There can be no guarantee that the value of
an investment in the Company will increase. Investors may therefore
realise less than, or lose all of, their original investment.
The share prices of publicly quoted companies can be highly
volatile and shareholdings illiquid. The price at which the
Ordinary Shares are quoted and the price which investors may
realise for their Ordinary Shares may be influenced by a large
number of factors, some of which are general or market specific,
others which are sector specific and others which are specific to
the Group and its operations. These factors include, without
limitation, (i) the performance of the Company and the overall
stock market, (ii) large purchases or sales of Ordinary Shares by
other investors, (iii) results of exploration, development and
appraisal programmes and production operations, (iv) changes in
analysts' recommendations and any failure by the Group to meet the
expectations of the research analysts, (v) changes in legislation
or regulations and changes in general economic, political or
regulatory conditions (particularly in Niger), and (vi) other
factors which are outside of the control of the Company.
Modification or Cancellation of Placing
The Company or certain of its advisers may withdraw, cancel or
modify the placing of the Ordinary Shares at any time without
notice. The Ordinary Shares are offered subject to the right of the
Company to reject any purchase in whole or in part, for any reason,
or to allot to any investor less than the amount of the Ordinary
Shares subscribed for by that investor.
Dilution
Shareholders not participating in future offerings may be
diluted and pre-emptive rights may not be available to
Shareholders, including, but not limited to Shareholders resident
in jurisdictions with restrictions having the effect that they will
not be granted subscription rights in connection with, or be able
to subscribe for new shares in, such offerings. Statutory
pre-emptive rights have been waived up to certain stated amounts as
detailed in the Company's 2018 AGM circular. The Company may in the
future issue warrants and/or options (in addition to the existing
awards made by the Company under its share incentive scheme, which
are set out in the Company's AIM Admission Document dated 22
December 2017) to subscribe for new Ordinary Shares, including
(without limitation) to certain advisers, employees, directors,
senior management and consultants. The exercise of such warrants
and/or options would result in dilution of the shareholdings of
other investors.
Dividends
There can be no assurance as to the level of future dividends.
Subject to compliance with the Act and the Articles, the
declaration, payment and amount of any future dividends of the
Company are subject to the discretion of the Directors, and will
depend on, inter alia, the Company's earnings, financial position,
cash requirements and availability of profits. A dividend may never
be paid and at present, there is no intention to pay a
dividend.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBJMFTMBJTBBL
(END) Dow Jones Newswires
January 23, 2019 11:38 ET (16:38 GMT)
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