TIDMSHG
RNS Number : 8676O
Shanta Gold Limited
17 October 2012
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor any part of it constitutes an
offer to sell or issue or the solicitation of an offer to buy,
subscribe or acquire any new ordinary shares in any jurisdiction in
which any such offer or solicitation would be unlawful and the
information contained herein is not for publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan, South Africa or
any jurisdiction in which such publication or distribution would be
unlawful. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933 (as
amended), under the securities legislation of any state of the
United States or under the applicable securities laws of Australia,
Canada, Japan or South Africa.
Shanta Gold Limited
("Shanta" or the "Company")
17 October 2012
EQUITY OFFERING TO RAISE A MINIMUM OF $30 MILLION
Shanta announces that it intends to raise a minimum of $30m
through an offering of new ordinary shares to institutional and
other investors by way of a firm placing and a conditional placing
(together, the "Placing"). Completion of the conditional placing
will be subject to shareholder approval of resolutions to increase
the authorised share capital of the Company and to authorise the
directors of the Company to allot authorised but unissued shares
(the "Shareholder Resolutions"). The net proceeds of the Placing
are intended to be used primarily to address short term financing
requirements during the ramp up of the Company's flagship New Luika
Gold Mine in Tanzania.
Combined with existing cash and cash equivalents of $3m and
expected Q4 2012 gold sales of at least $9m, the specific use of
proceeds of the Placing include: $14m in payments due, $12m of Q4
2012 operating costs, $5m of project finalisation capex, $7m of
debt repayment and $4m of general working capital and transactional
expenses. The Placing provides the Company with the flexibility to
consider the suitability and attractiveness of additional
alternative sources of non-dilutive financing which are currently
under consideration as well as providing the flexibility to
consider value enhancing corporate transactions.
The Placing
Shanta announces that the Company intends to raise a minimum of
$30m through an offering of new ordinary shares ("Ordinary Shares")
in the Company (the "Placing Shares") to institutional and other
investors.
Up to 80,000,000 Placing Shares (the "Firm Placing Shares") are
to be placed firm and are to be issued by the Company pursuant to
the directors' existing authority to allot Ordinary Shares for cash
on a non-pre-emptive basis (the "Firm Placing"). An additional
number of Placing Shares (the "Conditional Placing Shares") will be
placed with investors conditional on shareholder approval of the
Shareholder Resolutions at a general meeting of the Company to be
convened on or around 14 November 2012 (the "General Meeting") (the
"Conditional Placing"). The precise total number of shares issued
in the Placing will be finally determined such that the minimum
proceeds arising from the Placing amount to approximately $30
million (before expenses).
The Placing is subject to the terms and conditions set out in
Appendix A.
Liberum Capital Limited ("Liberum Capital") will today commence
an accelerated bookbuilding process in respect of the Placing
("Bookbuild"). The book will open with immediate effect. The timing
of the closing of the book, pricing and allocations are at the
discretion of Liberum Capital and Shanta. Details of the Placing
Price and the number of Placing Shares to be issued will be
announced as soon as practicable after the close of the
Bookbuild.
The Company will apply for admission of the Firm Placing Shares
to trading on AIM ("First Admission"). It is expected that First
Admission will take place on or around 22 October 2012.
The Company will also apply for admission of the Conditional
Placing Shares, the issue of which is subject to shareholder
approval of the Shareholder Resolutions, to trading on AIM ("Second
Admission"). It is expected that Second Admission will take place
on or around 15 November 2012.
The Placing Shares will, when issued, be credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid after First Admission or Second Admission
(as applicable) in respect of the Ordinary Shares then in issue and
will otherwise rank on First Admission or Second Admission (as
applicable) pari passu in all respects with the existing issued
Ordinary Shares of the Company.
Following the publication of a circular which will contain a
notice convening the General Meeting, the timing of the admission
and settlement of the Conditional Placing Shares will be
confirmed.
The Firm Placing is conditional, among other things, upon First
Admission becoming effective. The Conditional Placing is
conditional, among other things, upon shareholder approval of the
Shareholder Resolutions and First Admission and Second Admission
becoming effective. The Firm Placing is not conditional on the
Conditional Placing.
The Placing is also conditional upon the placing agreement
between the Company, certain of the directors of the Company (the
"Warranting Directors") and Liberum Capital not being terminated.
Appendix A to this Announcement (which forms a part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Liberum Capital is acting as Bookrunner in connection with the
Placing.
For more information, please contact:
Shanta Gold Limited
Mike Houston / Edward Johnstone +255 22 2601 829
Liberum Capital (Nominated Advisor/Broker)
Michael Rawlinson / Clayton Bush / Christopher
Kololian +44 203 100 2000
About Shanta
Shanta is an East African focused gold mining company. It
currently has defined ore resources on the New Luika and Singida
projects in Tanzania and holds exploration licences over a number
of additional properties. The Company's flagship New Luika Gold
Mine commenced production and achieved its first gold pour in
August 2012. The Company is admitted to trading on AIM.
Neither the content of the Company's website nor the content of
any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this
announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision as to whether or not to compare,
continue to hold, or dispose of, securities in the Company.
This Announcement is for information only and does not contain
or constitute an offer of, or the solicitation of an offer to buy,
securities in Australia, Canada, Japan, South Africa or the United
States or any jurisdiction in which the same would be unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), under the securities legislation of any state
of the United States or under the applicable securities laws of
Australia, Canada, Japan or South Africa. The securities referred
to herein 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 US Securities Act. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Japan or South Africa. Any failure to comply
with these restrictions may constitute a violation of U.S.,
Australian, Canadian, Japanese or South African securities laws, as
applicable. No public offer of Shanta's securities is being or will
be made in the United Kingdom, the United States, Australia,
Canada, Japan, South Africa or elsewhere. No action has been taken
by Shanta or Liberum Capital that would permit an offering of the
securities referred to herein or possession or distribution of this
Announcement or any other offering or publicity material relating
to such securities in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by Shanta and Liberum Capital to
inform themselves about, and to observe, any such restrictions.
This Announcement has been issued by and is the sole
responsibility of Shanta. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Liberum
Capital or by any of its affiliates or agents as to or in relation
to the accuracy or completeness of this Announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is hereby expressly disclaimed.
Liberum Capital, which is authorised and regulated by the
Financial Services Authority ("FSA"), is acting for Shanta in
connection with the Placing and no one else and will not be
responsible to anyone other than Shanta for providing the
protections afforded to clients of Liberum Capital or for providing
advice in relation to the Placing.
This Announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Canada, Australia, Japan, South Africa or any jurisdiction
in which the same would be unlawful.
Certain statements in this Announcement are forward-looking
statements which are based on Shanta's expectations, intentions and
projections regarding its future performance, anticipated events or
trends and other matters that are not historical facts. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
these risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, Shanta
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. The information contained in this
Announcement is subject to change without notice and neither Shanta
nor Liberum Capital assumes any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained herein.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of Shanta for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of Shanta.
APPENDIX A: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, "THIS
ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED
AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E)
OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC
AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY
MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS");
AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to subscribe for Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, undertakings and agreements contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, any Placing Shares
acquired 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 European Economic
Area ("EEA") which has implemented the Prospectus Directive to
Qualified Investors, or in circumstances in which the prior consent
of Liberum Capital has been given to each such proposed offer or
resale; and
(c) it is outside the United States and is subscribing for the
Placing Shares in an "offshore transaction" (within the meaning of
Regulation S under the US Securities Act).
This Announcement does not constitute an offer or invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction, including,
without limitation, the United Kingdom, the United States,
Australia, Canada, Japan or South Africa. No public offer of
securities of the Company is being made in the United Kingdom,
United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the US
Securities Act or with any securities regulatory authority of any
State or other jurisdiction of the United States, and the Company
has not been registered as an investment company under the US
Investment Company Act of 1940, as amended. None of this document,
the Placing Shares, nor any document related to this document or
the Placing Shares, have been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful. The Placing Shares are
being offered and sold outside the United States in accordance with
Regulation S under the US Securities Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with and/or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered or otherwise transferred, directly or indirectly, in or
into the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
Liberum Capital has entered into a placing agreement (the
"Placing Agreement") with the Company and the Warranting Directors
of the Company under which it has, as sole agent of the Company, on
the terms and subject to the conditions set out therein, agreed to
use reasonable endeavours to procure Placees to take up the Placing
Shares. Under the Placing, up to 80,000,000 of the Placing Shares
are to be placed firm and an additional number of new Ordinary
Shares are available to be placed subject to shareholder approval
at the General Meeting of the Shareholder Resolutions. In addition
to commissions to be paid to Liberum Capital in connection with the
Placing, the Company has agreed to grant a transferrable warrant to
Liberum Capital (or to such person(s) as Liberum Capital shall
direct) subject to certain performance and other conditions to
subscribe for Ordinary Shares in an amount, not exceeding 5% of the
number of Placing Shares, with the final amount to be determined
based on the result of the Bookbuild. The warrants will be
exercisable at any time within three years of grant with an
exercise price equal to the Placing Price (as defined below).
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Firm
Placing Shares on AIM ("AIM") (the "First Admission"). It is
expected that the First Admission will become effective and that
dealings on AIM in the Firm Placing Shares will commence at 8.00
a.m. (London time) on or around 22 October 2012.
Application will be made to the London Stock Exchange for
admission to trading of the Conditional Placing Shares on AIM (the
"Second Admission" and, together with the First Admission,
"Admission", as the context requires). It is expected that, subject
to shareholder approval at the General Meeting, which is expected
to be held on or around 14 November 2012, the Second Admission will
become effective and that dealings on AIM in the Conditional
Placing Shares will commence at 8.00 a.m. (London time) on or
around 15 November 2012.
Bookbuild
Liberum Capital will today commence the Bookbuild to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Liberum Capital and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Liberum Capital is arranging the Placing as bookrunner.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Liberum Capital. Liberum Capital and its affiliates are entitled to
enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price (in Pounds
Sterling) payable to Liberum Capital by all Placees whose bids are
successful (the "Placing Price"). The Placing Price, the number of
Placing Shares to be issued and the split of the Placing Shares
between Firm Placing Shares and Conditional Placing Shares will be
determined, following consultation, between Liberum Capital and the
Company following completion of the Bookbuild. The Placing Price,
the number of Placing Shares to be issued and the split of the
Placing Shares between Firm Placing Shares and Conditional Placing
Shares will be announced on a Regulatory Information Service
following the completion of the Bookbuild (the "Placing Results
Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Liberum Capital. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at either the
Placing Price which is ultimately established by the Company and
Liberum Capital or at prices up to a price limit specified in its
bid. Bids may be scaled down or allocated between Firm Placing
Shares and Conditional Placing Shares by Liberum Capital on the
basis referred to in paragraph 7 below.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 17 October 2012 but may be closed earlier or later
at the discretion of Liberum Capital. Liberum Capital may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
6. Each prospective Placee's allocation (and the split between
Firm Placing Shares and Conditional Placing Shares) will be
confirmed to the Placee orally by Liberum Capital following the
close of the Placing, and a placing confirmation will be dispatched
as soon as possible thereafter. Liberum Capital's oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Liberum Capital and the Company, under which
the Placee agrees to acquire the number of Firm Placing Shares
and/or Conditional Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's Memorandum and Articles of
Association.
7. Subject to paragraphs 4 and 5 above, Liberum Capital may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in consultation with
the Company) and may scale down any bids for this purpose on such
basis as they may determine. The acceptance of bids shall be at
Liberum Capital's absolute discretion. Liberum Capital may allocate
accepted bids between Firm Placing Shares and Conditional Placing
Shares as they may in their absolute discretion determine. Liberum
Capital may also, notwithstanding paragraphs 4 and 5 above, subject
to the prior consent of the Company, (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a
bid after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The Company reserves the right to reduce or seek to increase
the amount to be raised pursuant to the Placing.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with
Liberum Capital's consent, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to Liberum Capital, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire. Each Placee's obligations under this paragraph
will be owed to the Company and to Liberum Capital.
9. Except as required by law or regulation, no press release or
other announcement will be made by Liberum Capital or the Company
using the name of any Placee (or its agent) in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Firm Placing is confirmed, settlement for all Firm
Placing Shares to be acquired pursuant to the Firm Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement". Irrespective of the time at
which a Placee's allocation pursuant to the Conditional Placing is
confirmed, settlement for all Conditional Placing Shares to be
acquired pursuant to the Conditional Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
12. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
13. To the fullest extent permissible by law, neither Liberum
Capital nor any of its affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum Capital nor
any of its affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Liberum Capital's conduct of the Bookbuild or of such alternative
method of effecting the Placing as Liberum Capital, its affiliates
and the Company may agree.
Conditions of the Placing
Liberum Capital's obligations under the Placing Agreement are
conditional on, inter alia:
(a) the agreement between Liberum Capital and the Company of the
Placing Price and the number of Placing Shares (including the
number of Firm Placing Shares and the number of Conditional Placing
Shares) to be issued, as established in the Bookbuild process;
(b) in relation to the obligations relating to the Firm Placing Shares:
(i) First Admission occurring not later than 8.00 a.m. (London
time) on 22 October 2012 or such other date as may be agreed
between the Company and Liberum Capital, not being later than 29
October 2012;
(ii) the circular and the form of proxy (relating to the
Shareholder Resolutions) having been posted to the shareholders of
the Company before 19 October 2012 or such other date as may be
agreed between the Company and Liberum Capital; and
(iii) each of the warranties contained in the Placing Agreement
being true, accurate and not misleading on and as at the date of
the Placing Agreement and remaining true and accurate and not
misleading at all times during the period up to Admission, of the
Firm Placing Shares, as though they had been given and made on such
dates by reference to the circumstances at the relevant time;
and
(c) in relation to the obligations relating to the Conditional Placing Shares:
(i) First Admission becoming effective;
(ii) the passing without amendment of the Shareholder Resolutions at the General Meeting;
(iii) Second Admission occurring not later than 8.00 a.m.
(London time) on 15 November 2012 or such other date as may be
agreed between the Company and Liberum Capital, not being later
than 29 November 2012; and
(iv) each of the warranties contained in the Placing Agreement
being true, accurate and not misleading on and as at the date of
the Placing Agreement and remaining true and accurate and not
misleading at all times during the period up to Second Admission as
though they had been given and made on such dates by reference to
the circumstances at the relevant time.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Firm Placing Shares, including those described
above, are not fulfilled or (where applicable) waived by Liberum
Capital by the respective time or date where specified (or such
later time or date as the Company and Liberum Capital may agree);
(ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing in relation to the Placing Shares
(both Firm Placing Shares and Conditional Placing Shares) will
lapse 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 against
either the Company or Liberum Capital in respect thereof. The Firm
Placing is not conditional in any way on the Conditional
Placing.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Conditional Placing Shares, including those
described above, are not fulfilled or (where applicable) waived by
Liberum Capital by the respective time or date where specified (or
such later time or date as the Company and Liberum Capital may
agree); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the
Conditional Placing Shares will lapse and the Placee's rights and
obligations hereunder in relation to the Conditional Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee against either the Company or
Liberum Capital in respect thereof.
Liberum Capital may, at its discretion and upon such terms as it
thinks fit, waive compliance with the whole or any part of any of
the obligations in relation to the conditions in the Placing
Agreement save that the above conditions relating to First
Admission or Second Admission taking place and the Company's
allotment and issue of the Placing Shares may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
Neither Liberum Capital nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition 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 Liberum Capital and the Company.
Right to terminate under the Placing Agreement
Liberum Capital may, at any time on or before Second Admission,
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, a breach of the
warranties given to Liberum Capital in the Placing Agreement; the
failure of the Company or the Warranting Directors to comply with
obligations under the Placing Agreement; or the occurrence of a
force majeure event which, in the opinion of Liberum Capital acting
in good faith, is likely to prejudice the success of the Placing.
Following First Admission, the Placing Agreement shall not be
capable of rescission or termination to the extent that it relates
to the placing or the issue of the Firm Placing Shares.
Notwithstanding First Admission, Liberum Capital retains its
rights under the Placing Agreement to terminate the placing of the
Conditional Placing Shares in accordance with the terms thereof.
Any such termination after completion of the placing of the Firm
Placing Shares will not, for the avoidance of doubt, affect the
completed placing of the Firm Placing Shares.
If any of the obligations of Liberum Capital with respect to the
Placing are terminated in the manner contemplated above, the rights
and obligations of each Placee shall cease and terminate at such
time and no claim can be made by any Placee in respect thereof. The
rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and will not
be subject to termination by the Placee or any prospective Placee
at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise
by Liberum Capital of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Liberum Capital and that they need not make any reference to
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be published
or submitted to be approved by the FSA or the Guernsey Financial
Services Commission in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or Liberum Capital or any other person and
neither Liberum Capital nor the Company nor any other person will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. 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. The Company is
not making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax, financial or business advice. Each Placee should
consult its own lawyer, tax advisor, financial advisor and business
advisor for legal, tax, financial and business advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0CGR828) following Admission will take place on a delivery
versus payment basis within the CREST system.
Liberum 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 or practicable (including within the CREST system)
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a placing confirmation in accordance with the standing arrangements
in place with Liberum Capital stating the number of Placing Shares
allocated to it at the Placing Price (including the split between
Firm Placing Shares and Conditional Placing Shares, if any), the
aggregate amount owed by such Placee to Liberum Capital and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Liberum
Capital.
It is expected that settlement of Firm Placing Shares will be on
22 October 2012 on a T+3 basis in accordance with the instructions
set out in the trade confirmation.
Settlement for any Conditional Placing Shares issued and
allotted pursuant to the Placing will, subject to the passing of
the Shareholder Resolutions, take place on the date of Second
Admission which is expected to be 15 November 2012.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Liberum Capital.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Liberum Capital may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Liberum Capital's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for 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 the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) for the benefit of the Company and
Liberum Capital:
1. represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription of the Placing Shares is subject to and based upon
only the terms, conditions, representations, warranties,
acknowledgments, agreements and undertakings and other information
contained herein;
2. acknowledges that no offering or admission document or
prospectus has been prepared or published in connection with the
Placing and represents and warrants that it has not received a
prospectus or other offering or admission document in connection
therewith;
3. acknowledges that neither Liberum Capital, the Company nor
any of their respective affiliates nor any person acting on behalf
of any of them has provided it, and will not provide it, with any
information or material regarding the Placing Shares or the Company
other than this Announcement; nor has it requested Liberum Capital,
the Company, any of their affiliates or any person acting on behalf
of any of them to provide it with any such information or
material;
4. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Liberum Capital, their affiliates or any person acting on behalf of
them has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company and
will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in
this Announcement and any information: (i) previously published by
the Company by notification to a Regulatory Information Service or
(ii) contained in annual audited accounts published by the Company,
such information being all that such Placee deems necessary to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements (whether express or
implied) made by Liberum Capital or the Company and neither Liberum
Capital nor the Company will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided
that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing;
5. acknowledges that neither Liberum Capital, its affiliates nor
any person acting on behalf of it has or shall have any liability
for any publicly available or filed information or any information,
representation, warranty or statement relating to the Company or
its business contained therein or otherwise, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6. represents and warrants that it is, and at the time the
Placing Shares are acquired will be, acquiring the Placing Shares
in an "offshore transaction" in accordance with Rule 903 or Rule
904 of Regulation S under the Securities Act;
7. represents and warrants that (a) it is not, and at the time
the Placing Shares are acquired will not be, a resident of the
United States, Australia, Canada, Japan or South Africa, and (b)
has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of an investment
in the Placing Shares, will not look to Liberum Capital for all or
part of any such loss it may suffer, is able to bear the economic
risk of an investment in the Placing Shares, is able to sustain a
complete loss of the investment in the Placing Shares and has no
need for liquidity with respect to its investment in the Placing
Shares;
8. acknowledges that the Placing Shares have not been and will
not be registered or qualified for offer and sale nor will a
prospectus be cleared in respect of any of the Placing Shares under
the securities laws or legislation of the United States (or under
the securities laws of any state or other jurisdiction of the
United States), Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, within those
jurisdictions and agrees not to reoffer, resell, pledge or
otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
9. unless otherwise specifically agreed with Liberum Capital,
represents and warrants that it is, or at the time the Placing
Shares are acquired that it will be, the beneficial owner of such
Placing Shares;
10. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to liability under any of sections 67, 70, 93 or 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 depositary receipts or to
transfer Placing Shares into a clearance system;
11. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2003 and the Money Laundering Regulations 2007 (the
"Regulations")and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
12. if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of Liberum Capital has been given to the
offer or resale;
13. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in
contravention of section 85(1) of the Financial Services and
Markets Act 2000 ("FSMA");
14. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in the requirement to publish a prospectus in any member state of
the EEA within the meaning of the Prospectus Directive;
15. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
16. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
17. represents and warrants that if it resides in a member state
of the EEA it is a Qualified Investor within the meaning of the
Prospectus Directive;
18. represents and warrants that if it resides in the United
Kingdom it is a Qualified Investor within the meaning of the
Prospectus Directive and a person (a) who has professional
experience in matters relating to investments and is an "Investment
Professional" falling within article 19(5) (investment
professionals) of the Order, or (b) who falls within article
49(2)(a) to (d) (high net worth companies, unincorporated
associations etc.) of the Order;
19. represents and warrants that 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 and
conditions set out or referred to in this Announcement) and will
honour such obligations;
20. where it is subscribing for Placing Shares for one or more
managed accounts, represents and warrants that it is authorised in
writing by each managed account: (a) to subscribe for the Placing
Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter and/or
Placing Allocation Letter relating to the Placing in the form
provided by Liberum Capital;
21. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Appendix on the due time and date set out
herein and it has obtained all necessary consents and authorities
to enable it to give its commitment so to subscribe, failing which
the relevant Placing Shares may be placed with other Placees or
sold as Liberum Capital may in their sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any interest
or penalties due pursuant to the terms and conditions set out or
referred to in this Announcement) which may arise upon the placing
or sale of such Placee's Placing Shares on its behalf;
22. acknowledges that neither Liberum Capital, nor any of its
affiliates, nor any person acting on behalf of it, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Liberum Capital and that Liberum
Capital does not have any duty or responsibility to it for
providing the protections afforded to their clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, acknowledgements, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
23. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Liberum Capital nor
the Company will be responsible for any liability to stamp duty,
stamp duty reserve tax or any similar tax resulting from a failure
to observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company and Liberum Capital on an after tax
basis in respect of the same on the basis that the Placing Shares
will be allotted to the CREST account of Liberum Capital or its
affiliate or agent who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
24. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non contractual or other obligation arising out of or in
connection with 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
either the Company or Liberum 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;
25. agrees that the Company, Liberum Capital and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Liberum
Capital and the Company and are irrevocable, and with respect to
any of the representations, warranties, acknowledgements,
undertakings and agreements deemed to have been made by a purchaser
of the Placing Shares as a fiduciary or agent for one or more
investor accounts, it has sole investment discretion with respect
to each such account and it has full power and authority to make
the foregoing representations, warranties, acknowledgments,
undertakings and agreements on behalf of each such account;
26. agrees to indemnify on an after tax basis and hold the
Company, Liberum Capital and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
27. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
27. acknowledges that time shall be of the essence as regards
the obligations pursuant to this Appendix to the Announcement;
28. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and
regulations; and
29. represents and warrants that it is an institution or an
addressee which: (a) has such knowledge and experience in financial
and business matters and expertise in assessing credit, market and
all other relevant risks as to be capable of evaluating, and has
evaluated independently, the merits, risks and suitability of its
investment in the Placing Shares; and (b) it and any accounts for
which it is acting are each able to bear the economic risk of such
investment, and are each able to sustain all or a substantial
portion of any investment in the Placing Shares and the Placee will
not look to Liberum Capital for all or any part of any such loss or
losses it may suffer.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Liberum Capital does not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Liberum Capital or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum Capital, any money held in an account with
Liberum 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 FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Liberum
Capital's money in accordance with the client money rules and will
be used by Liberum Capital in the course of its own business and
the Placee will rank only as a general creditor of Liberum
Capital.
If the Company or Liberum Capital or their respective affiliates
request any information about a Placee's agreement to subscribe for
Placing Shares and/or any evidence supporting the representations
and warranties given above, such Placee shall (and it undertakes
to) promptly disclose such information or evidences (as applicable
to them). All times and dates in this Announcement may be subject
to amendment. Liberum Capital shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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