TIDMPHAR
RNS Number : 5276M
Pharos Energy PLC
21 January 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018.
For immediate release
21 January 2021
Pharos Energy plc
("Pharos", or the "Company")
Proposed Placing, Subscription and Retail Offer of Ordinary
Shares
Pharos Energy plc (LSE: PHAR.L), the Asia-MENA focussed
independent oil and gas exploration and production company, today
announces its intention to raise up to approximately US$13.0
million ( GBP9.6 million) by way of a Placing, Subscription and
Retail Offer (in each case as defined below, and together the
"Fundraise") of new ordinary shares of GBP0.05 each in the capital
of the Company ("Ordinary Shares") at a price of 19.25 pence per
Ordinary Share (the "Placing Price").
The Fundraise is being conducted on a non-pre-emptive basis. The
Placing will comprise the issue of such number of new Ordinary
Shares (the "Placing Shares") as, together with the Subscription
Shares, represents 10 per cent. of the Company's existing issued
share capital (the "Placing").
The Company intends to enter into subscription agreements with
certain of its directors and existing shareholders who have
indicated that they intend to subscribe for an aggregate amount of
new Ordinary Shares (the "Subscription Shares") equivalent to up to
US$2.47 million (GBP1.81 million) at the Placing Price. The
Subscription Shares represent up to approximately 2.4 per cent. of
the Company's existing issued share capital (the
"Subscription").
In addition to the Placing and Subscription, an offer will be
made by the Company on the PrimaryBid platform of up to 9,937,892
new Ordinary Shares (the "Retail Shares"), representing up to 2.5
per cent. of the Company's existing issued share capital, at the
Placing Price (the "Retail Offer"), to provide retail investors
with an opportunity to participate in the equity fundraise. A
separate announcement will be made shortly regarding the Retail
Offer and its terms.
Together, the total number of Placing Shares, Subscription
Shares and Retail Offer Shares will not exceed 49,689,460,
representing approximately 12.5 per cent of the current issued
share capital of the Company.
Peel Hunt LLP ("Peel Hunt") and Auctus Advisors LLP ("Auctus")
(Peel Hunt, together with Auctus, being the "Joint Bookrunners")
are acting as joint bookrunners in relation to the Placing.
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild") and is available to qualifying new and
existing investors, will be launched immediately following the
release of this announcement. The timing of the closing of the
Bookbuild and the allocations are at the absolute discretion of the
Joint Bookrunners and the Company. The results of the Placing will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being
this "Announcement").
Highlights of the Fundraise
The Company is seeking to raise gross proceeds of up to
approximately US$13.0 million (GBP9.6 million) through the issue of
the Placing Shares, the Subscription Shares and the Retail Shares
(together the "New Ordinary Shares")
-- The net proceeds of the Fundraise will be deployed to support
the Company's investment programme in Egypt in order to provide
reservoir pressure support and stimulate production.
-- This will include completion of two water injector wells that
have already been drilled, well intervention of two wells and
recompletions of 6 wells to add waterflooded zones to
production.
-- Investment of the net proceeds of the Placing and the
Subscription will be made in advance of the conclusion of the farm
out in Egypt (as announced on 13 January 2021), which is intended
to close during H2 2021.
-- The Placing is conditional, inter alia, upon the
Subscription, but is not conditional upon the Retail Offer.
The Placing Price of 19.25 pence represents a discount of
approximately 9.8 per cent. to the closing price on 21 January
2021, the last practicable day prior to the announcement of the
Fundraise.
Expected timetable and principal events
Announcement of the Fundraise 21 January 2021
Announcement of the results 22 January 2021
of the Placing and the Retail
Offer
----------------
Admission and commencement in 27 January 2021
dealings in the New Ordinary
Shares expected to commence
----------------
CREST stock accounts expected 27 January 2021
to be credited for New Ordinary
Shares
----------------
The above times and/or dates may be subject to change and, in
the event of such change, the revised times and/or dates will be
notified to Shareholders by an announcement through a Regulatory
Information Service. All references to times in this document are
to London times.
Details of the Placing
Peel Hunt and Auctus are acting as joint bookrunners in relation
to the Placing. The Company, Peel Hunt and Auctus have entered into
a placing agreement dated 21 January 2021 in connection with the
Placing (the "Placing Agreement").
The Placing will be conducted through the Bookbuild which will
be launched immediately following the release of this Announcement,
in accordance with the terms and conditions of the Placing set out
in the Appendix to this Announcement.
The final number of Placing Shares will be determined at the
close of the Bookbuild, and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild,
the allocation of the Placing Shares shall be determined together
by, and at the absolute discretion of, the Joint Bookrunners and
the Company. The Placing is not underwritten.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
Subscription Shares, the Retail Shares and the existing Ordinary
Shares, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
The Retail Shares will be subscribed for on the basis set out in
a separate announcement regarding the Retail Offer to be released
by the Company shortly, rather than pursuant to the terms and
conditions of the Placing contained in the Appendix to this
Announcement. The Subscription Shares will be subscribed for on the
basis agreed pursuant to subscription agreements between the
Company and the relevant subscribers, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to
this Announcement. The Retail Shares and the Subscription Shares
will be subscribed for at the same price as the Placing Price.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and the
Subscription Shares to the premium listing segment of the Official
List; and (ii) to London Stock Exchange plc for admission of the
Placing Shares to trading on its main market for listed securities
(together, "Admission"). Application will also be made for the
Retail Shares to be so admitted.
It is expected that such admissions will become effective at or
around 8.00 a.m. on 27 January 2021 and that dealings in the
Placing Shares, Subscription Shares and Retail Shares will commence
at that time. The Placing is conditional upon, amongst other
things, the Subscription and Admission becoming effective and the
Subscriptions. The Placing is not conditional upon the Retail
Offer. The Placing is also conditional upon the Placing Agreement
not being terminated in accordance with its terms. The Appendix to
this Announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Egypt Update
On 13 January 2021 the Company announced that a farm-out process
of its assets in Egypt had commenced. Significant interest from
credible counterparties has been received to date and the Company
expects bids will be received in early February. The Company
expects definitive agreements will be signed during H1 2021, with
completion expected in H2 2021.
The conclusion of the farm-out is expected to provide an
opportunity to fast track material production growth by doubling
Egypt production to over approximately 12,000 bopd within 24
months, through the implementation of a defined investment
programme of 57 identified well targets (the "Investment
Case").
The Investment Case targets recovery of 45 mmbbl, with a further
48 mmbbl potential beyond the Investment Case as contingent
resources. Through the investment programme, the Company expects
breakeven operating costs to improve from current life of field
breakeven of US$38-42/bbl to <US$30/bbl once peak annual
production reaches 12,000 bopd. It is expected that successful
negotiations with EGPC regarding improvements to the El Fayum
Concession terms could also improve El Fayum Brent NPV breakeven by
up to $6/bbl The Investment Case has a short payback of
approximately 15 months, with an IRR of >100% and a Capital
Productivity Index of roughly 5.
The Company has today uploaded a revised corporate presentation
to its website.
For further information, please contact:
Pharos Energy plc:
Ed Story, President & Chief Executive
Officer
Jann Brown, Managing Director & Chief
Financial Officer +44 (0)20 7747
Mike Watts, Managing Director 2000
Peel Hunt (Joint Bookrunner and Joint +44 (0)20 7418
Corporate Broker): 8900
Richard Crichton / Alexander Allen
Jock Maxwell Macdonald / Sohail Akbar
Auctus Advisors (Joint Bookrunner): +44 (0)7711 627449
Jonathan Wright / Rupert Holdsworth Hunt
/ Harry Baker
+44 (0)20 3757
Camarco (PR): 4983
Billy Clegg / Owen Roberts / Monique
Perks
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction in which such release,
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 (the
"Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from 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. No public offering of the
Placing Shares is being made in the United States.
No action has been taken by the Company, Peel Hunt or Auctus or
any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, advisers
and/or agents (collectively, "Representatives") that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") ("Qualified Investors"), (b) persons in the United
Kingdom, who are qualified investors, being persons falling within
the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the " UK Prospectus Regulation"), and who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order and (ii) are Qualified
Investors, or (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Peel Hunt
and/or Auctus expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Peel Hunt, which is authorised and regulated by the FCA, and
Auctus, which is an appointed representative of Tamesis Partners
LLP which is authorised and regulated by the FCA, are acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing, the Fundraise or any other matter referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Peel Hunt and/or Auctus (apart from the responsibilities
or liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of their respective
affiliates and/or any of their respective Representatives as to, or
in relation to, the accuracy, adequacy, fairness or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be
made by or on behalf of Peel Hunt, and/or Auctus and/or any of
their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Peel
Hunt, and/or Auctus and/or any of their respective
affiliates and/or any of their respective Representatives as to
the accuracy, fairness, verification, completeness or sufficiency
of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly
available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the 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, as respectively
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Peel Hunt and Auctus 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 Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
Appendix 1
Terms and Conditions of the Placing for invited Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
" Eligible Participants ").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT ELIGIBLE PARTICIPANTS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM 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. NO PUBLIC OFFERING OF
THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE
UNITED KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY
OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, Australia, Canada, Japan, the
Republic of South Africa (each a "Restricted Territory") or in any
jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
Placing in the United Kingdom, the United States, Canada, any other
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any Restricted Territory or in any jurisdiction in
which such release, publication or distribution is unlawful. The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Auctus Advisors LLP ("Auctus") or Peel Hunt LLP ("Peel Hunt" and,
together with Auctus or by the "Joint Bookrunners") or any of their
respective Affiliates, or any of their or their respective
Affiliates' directors, officers, members, employees, agents or
advisers which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, each of the Joint Bookrunners to inform themselves about,
and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation or the UK Prospectus
Regulation, as applicable, from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any 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.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or any of their respective Affiliates, or any of
their or their respective Affiliates' directors, officers, members,
employees, agents or advisers 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective
Affiliates, nor any of their or their respective Affiliates'
directors, officers, members, employees, agents or advisers, makes
any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and
acknowledges that:
(a) it is an Eligible Participant 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) except as otherwise permitted by the Company and the Joint
Bookrunners and subject to any available exemptions from applicable
securities laws, it and any account with respect to which it
exercises sole investment discretion, is outside the United States
subscribing for the Placing Shares in an offshore transaction as
defined in and in accordance with Regulation S under the Securities
Act; and
(c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation or the UK Prospectus
Regulation, as applicable, that it understands the resale and
transfer restrictions set out in this Appendix and that 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 EEA to EEA
Qualified Investors or in the United Kingdom to Relevant Persons,
or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or
resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix
2.
Bookbuild
Following the release of this Announcement, the Joint
Bookrunners will commence a bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand for participation in
the Placing by Placees. The book will open with immediate effect
following release of this Announcement. No commissions will be paid
to Placees or by Placees in respect of any Placing Shares. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners are acting as placement agents in
connection with the Placing. The Joint Bookrunners have entered
into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Joint
Bookrunners have agreed, as agents for the Company, severally to
use reasonable endeavours to procure Placees for Placing Shares at
a price of GBP0.1925 per Placing Share (the "Placing Price"). The
number of Placing Shares in the Placing will be determined
following completion of the Bookbuild and set out in a term sheet
to be entered into between Joint Bookrunners and the Company (the
"Term Sheet"). The final number of Placing Shares will be decided
at the close of the Bookbuild. The timing of the closing of the
book and allocations are at the discretion of the Company and the
Joint Bookrunners. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares (other than
treasury shares which are non-voting and do not qualify for
dividends), the Subscription Shares and the Retail Shares (each as
defined below), including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after their date of issue. The Placing Shares will
be issued free of any encumbrances, liens or other security
interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Peel Hunt will
subscribe for ordinary shares and redeemable preference shares in
Pharos Energy (Jersey) Limited, a wholly owned subsidiary of the
Company, for an amount approximately equal to the net proceeds of
the Placing. The Company will allot and issue the Placing Shares on
a non-pre-emptive basis to Placees in consideration for the
transfer to the Company by Peel Hunt of the ordinary shares and
redeemable preference shares in Pharos Energy (Jersey) Limited that
will be issued to Peel Hunt. Following such transfer, the Company
will own all of the issued ordinary and redeemable preference
shares of Pharos Energy (Jersey) Limited, whose only asset will be
its cash reserves, which will represent an amount approximately
equal to the gross proceeds of the Placing received by Peel Hunt.
In conjunction with the Placing, certain directors and current
shareholders of the Company intend to subscribe (the
"Subscription") for new Ordinary Shares (the "Subscription Shares")
at the Placing Price. In addition to the Placing and Subscription,
the Company intends to make an offer on the PrimaryBid platform of
new Ordinary Shares (the "Retail Shares") at the Placing Price (the
"Retail Offer"). Both the Subscription and the Retail Offer are
conditional on the Placing. The Placing is conditional on the
Subscription but is not conditional on the Retail Offer. The Joint
Bookrunners are acting as placement agents only in connection with
the Placing and are not acting for any person, including the
Company, in respect of the Subscription or the Retail Offer.
Applications for admission to listing and trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares, the Subscription Shares
to the premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission to trading of the Placing Shares and
the Subscription Shares on its Main Market for listed securities
("Admission"). It is expected that Admission will become effective
at 8.00 a.m. (London time) on 27 January 2021 (or such later date
as may be agreed between the Company and the Joint Bookrunners).
The Company will also apply for the Retail Shares to be so
admitted.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company. Participation will only be available to persons who may
lawfully be, and are, invited to participate by either of the Joint
Bookrunners. Each of the Joint Bookrunners and their respective
Affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the Placing. The number of
Placing Shares and the aggregate proceeds to be raised through the
Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 6 below.
4. The Bookbuild is expected to close no later than 9 p.m.
(London time) on 21 January 2021, being the date of this
Announcement, but may be closed earlier or later, at the absolute
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either
orally or by email by the relevant Joint Bookrunner following the
close of the Bookbuild, and a contract note will be dispatched as
soon as possible thereafter. Subject to paragraph 7 below, the
relevant Joint Bookrunner'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 such
Joint Bookrunner and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price on the terms and conditions set out in this
Appendix.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners
will, in effecting the Placing, agree with the Company the identity
of the Placees and the basis of allocation of the Placing Shares
and may scale down any bids for this purpose on such basis as they
may determine. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above and 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 acceptance of offers
shall be at the absolute discretion of the Joint Bookrunners.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the
relevant Joint Bookrunner's consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, 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 that
such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Joint Bookrunner.
8. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
9. 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 same time, on the basis explained below
under "Registration and settlement".
10. All obligations under the Bookbuild and the Placing will be
subject to satisfaction, 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 "Termination of the Placing Agreement".
11. 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 after confirmation (oral
or otherwise) by a Joint Bookrunner.
12. To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective Affiliates
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any
of their respective Affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners, their respective Affiliates and
the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on certain conditions, including (without
limitation):
1. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission save where, in the opinion of the relevant Joint
Bookrunner, acting in good faith, such non-compliance is not
material in the context of the Placing or Admission;
2. the representations and warranties of the Company contained
in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement, the date of the
Term Sheet and the date of Admission, as though they had been given
and made on such dates by reference to the facts and circumstances
then subsisting;
3. the Subscription Agreements each having been duly executed
and delivered to the Company, not having lapsed or been varied or
terminated or any provision varied or waived and having been
completed, other than Admission, in accordance with their terms and
the Company having provided evidence satisfactory to the Joint
Bookrunners (acting reasonably), that it has received the
subscription proceeds from the subscribers no later than 12.00 p.m.
on the Business Day prior to Admission (or such other time and/or
date as the Company and the Joint Bookrunners may agree); and
4. Admission taking place by not later than 8.00 a.m. on 27
January 2021 (or such later time and/or date as may be agreed
between the Company and the Joint Bookrunners, being not later than
10 February 2021).
If: (i) any of the conditions contained in the Placing
Agreement, including (without limitation) those described above,
are not fulfilled or (where applicable) waived by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree);
or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and the Placees' 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 it in respect thereof.
The Joint Bookrunners may, at their absolute discretion (acting
jointly) 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 (to the extent that the Joint Bookrunners
are capable of waiving such condition). Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither of the Joint Bookrunners nor any of their respective
Affiliates, nor any of its or their respective Affiliates'
directors, officers, employees, agents or advisers 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 or
another person 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 it 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 the Joint
Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled at any time before Admission,
to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if:
1. if the Company has failed to comply with any of its
obligations contained in the Placing Agreement such failure being,
in the opinion of either of the Joint Bookrunners, acting in good
faith, material in the context of the Placing or Admission; or
2. any of the representations or warranties of the Company
contained in the Placing Agreement was, when given, untrue,
inaccurate or misleading or is not, or has ceased to be, true,
accurate or not misleading (or would not be true, accurate or not
misleading if then repeated) by reference to the facts subsisting
at the time; or
3. there has occurred, in the Joint Bookrunner's opinion, acting
in good faith a Material Adverse Change (as defined in the Placing
Agreement); or
4. the occurrence of a market disruption event, each, as
specified in the Placing Agreement; or
5. the application for Admission is refused by the FCA and/or
the London Stock Exchange and/or being withdrawn by the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners or for agreement between the
Company and the Joint Bookrunners (as the case may be) and that
neither the Company nor the Joint Bookrunners need make any
reference to, or undertake any consultation with, Placees and that
neither they nor any of their respective Affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note (referred to in
paragraph 5 above under "Participation in, and principal terms of,
the Placing") to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners
and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company (other than publicly available
information) or the Joint Bookrunners or their respective
Affiliates or any other person and none of the Joint Bookrunners
nor the Company, nor any of their respective Affiliates 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 (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in making an offer to participate in the
Placing.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 120 calendar days
after the Closing Date, it will not, without the prior written
consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed), enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain
customary carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consult with, Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B572ZV91) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Bookrunners 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 practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Joint Bookrunners and settlement instructions.
Placees should settle against CREST ID: 871. It is expected that
such contract note will be despatched on or around 22 January 2021
and that this will also be the trade date.
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 the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery (DEL) instruction into the CREST system. Peel
Hunt will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 27 January 2021 on a
T+3 basis in accordance with the instructions given to the Joint
Bookrunners.
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 the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company'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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. If a Placee fails to make payment for Placing
Shares allocated to that Placee, the Joint Bookrunners may assign
their rights and powers under this Appendix against such defaulting
Placee to a third party without notice to the relevant Placee. The
foregoing is without prejudice to any cause of action the Joint
Bookrunners may have against a defaulting Placee. If Placing Shares
are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither of
the Joint Bookrunners nor the Company shall be responsible for the
payment thereof.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of the Joint
Bookrunners (in their capacity as placing agents in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company, the Placing
or the Placing Shares;
3. that the Ordinary Shares are admitted to the Premium Listing
Segment of the Official List and admitted to trading on the London
Stock Exchange's Main Market for listed securities and that the
Company is therefore required to publish certain business and
financial information in accordance with MAR, the DTRs and the
rules and practices of the London Stock Exchange and/or the FCA
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information;
4. that none of the Joint Bookrunners, nor the Company nor any
of their respective Affiliates nor any person acting on behalf of
any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Joint
Bookrunners, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
5. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in,
into or within those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company 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 other Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that none of the Joint Bookrunners
or any of their respective Affiliates have made any representations
to it, express or implied, with respect to the Company, the
Bookbuild, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners, any of their respective Affiliates or any person
acting on the Joint Bookrunners' or any of their respective
Affiliates' behalf and understands that (i) none of the Joint
Bookrunners or any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Joint
Bookrunners or any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the Joint
Bookrunners or any of their respective Affiliates nor any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. that it acknowledges that no action has been or will be taken
by the Company, the Joint Bookrunners or any person acting on
behalf of the Company, the Joint Bookrunners that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its 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 this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the
FCA 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 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. If within a reasonable
time after a request for verification of identity, the Joint
Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered
by the Placee to the Joint Bookrunners will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that 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, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company 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). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
14. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is an EEA
Qualified Investor;
15. if in the United Kingdom, that it is a Relevant Person and
it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
16. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing, in or into
the United States (including electronic copies thereof), directly
or indirectly, whether in whole or in part, in or into any
Restricted Territory or any other jurisdiction in which such
distribution, forwarding, transfer or transmission would be
unlawful;
17. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the 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 a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners and the Company
has been given to the proposed offer or resale;
20. 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 EEA, except to Qualified Investors
or otherwise in circumstances which have not resulted and which
will not result in an offer to the public any member state in the
EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
21. 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 Relevant
Persons 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 Article 2(d) of the UK Prospectus
Regulation;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes 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 an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;
24. 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;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
26. if it has received any inside information (as that terms is
defined in MAR) 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 except as
permitted by the MAR, prior to the information being made publicly
available;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
28. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be
placed with other Placees or sold as the Joint Bookrunners may in
their absolute discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) due pursuant
to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
29. that it acknowledges and confirms that if it fails to make
payment for Placing Shares allocated to it, the Joint Bookrunners
may assign their rights and powers under this Appendix against such
defaulting Placee to a third party without notice to the relevant
Placee;
30. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Bookrunners
or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
31. that none of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of
either of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
32. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither of the Joint Bookrunners nor the Company
nor any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
the Joint Bookrunners, the Company and any of their respective
Affiliates in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of Peel Hunt who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
33. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, 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 agreements, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Joint Bookrunners or the
Company 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;
34. that each of the Joint Bookrunners, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
35. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it 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;
36. acknowledges that it irrevocably appoints any director of
the Joint Bookrunners as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing;
37. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note 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 the Joint Bookrunners'
conduct of the Placing;
38. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, 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 and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners, (iv) it has had
sufficient time and access to information 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 has so conducted its own investigation to
the extent it deems necessary for the purposes of its
investigation, (v) it is aware and understands that an investment
in the Placing Shares involves a considerable degree of risk; and
(vi) it will not look to the Company, the Joint Bookrunners, 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;
39. that it acknowledges and agrees that none of the Joint
Bookrunners nor the Company owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
40. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
its behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Joint Bookrunners
have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Joint Bookrunners for the purposes of this Placing;
41. that it acknowledges and agrees that it will not hold either
of the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on their behalf responsible or liable for any
misstatements in, or omissions from, any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that none of the Joint Bookrunners or any person
acting on behalf of the Joint Bookrunners makes any representation
or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
42. that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates may take up a
portion of the shares in the Company and in that capacity may
retain, purchase or sell for its or their own account such shares
in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Bookrunners and any of their respective Affiliates acting in such
capacity. In addition, certain of the Joint Bookrunners or any of
their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which such Joint Bookrunners or any of
their respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Joint Bookrunners or any of their respective
Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
43. that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the U.S. 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
44. it will not reoffer, sell, pledge or otherwise transfer the
Placing Shares except: (i) in an offshore transaction in accordance
with Regulation S under the Securities Act; (ii) in the United
States pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, in
each case in compliance with all applicable securities laws of the
United States or any State or other jurisdiction of the United
States or (iii) pursuant to an effective registration statement
under the Securities Act and that, in each such case, such offer,
sale, pledge or transfer will be made in accordance with any
applicable securities laws of any state of the United States;
45. that the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act). It and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be outside the United States
and subscribing for the Placing Shares in an offshore transaction
as defined in, and in accordance with, Regulation S under the
Securities Act;
46. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
47. that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have
received customary fees and commissions and that each of the Joint
Bookrunners and their respective Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents or nominees,
direct from the Company for the Placing Shares in question. None of
the Company or the Joint Bookrunners will be responsible for any UK
stamp duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. None
of the Joint Bookrunners nor the Company are liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Bookrunners, the Company and their respective
Affiliates harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Joint Bookrunners or any
of their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with either of the Joint Bookrunners 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 the Joint Bookrunners' money in accordance with the client
money rules and will be used by the Joint Bookrunners in the course
of its own business, and the Placee will rank only as a general
creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment. Either of the Joint Bookrunners shall notify the Placees
and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means the admission of the Placing
Shares and the Subscription
Shares to the premium listing
segment of the Official List
becoming effective in accordance
with the Listing Rules and the
admission of the Placing Shares
and the Subscription Shares
to trading on the London Stock
Exchange's main market becoming
effective in accordance with
the Admission and Disclosure
Standards;
Admission and Disclosure Standards means the Admission and Disclosure
Standards of the London Stock
Exchange, as amended from time
to time
Affiliate has the meaning given in Rule
50I(b) of Regulation D under
the Securities Act or Rule 405
under the Securities Act, as
applicable and, in the case
of the Company, includes its
subsidiary undertakings;
Announcement means this announcement (including
its Appendices);
Auctus means Auctus Advisors LLP;
Bookbuild means the bookbuilding process
to be commenced by the Joint
Bookrunners to use reasonable
endeavours to procure placees
for the Placing Shares, as described
in this Announcement and subject
to the terms and conditions
set out in this Announcement
and the Placing Agreement;
Closing Date means the day on which the Placing
will be settled;
Company means Pharos Energy plc;
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
DTRs means the Disclosure Guidance
and Transparency Rules made
by the FCA pursuant to Part
VI of FSMA;
EEA means European Economic Area;
EEA Qualified Investor means qualified investors as
defined in Article 2(e) of the
Prospectus Regulation;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
Exchange Information means the business and financial
information the Company is required
to publish in accordance with
MAR, the DTRs and the rules
and practices of the London
Stock Exchange and/or the FCA;
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
FSMA means the Financial Services
and Markets Act 2000 (as amended,
including any regulations made
pursuant thereto);
Group means the Company and its subsidiary
undertakings;
Joint Bookrunners means Auctus and Peel Hunt;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
London Stock Exchange means London Stock Exchange
plc;
MAR means the Market Abuse Regulation
(EU) No.596/2014 as it forms
part of domestic law by virtue
of the European Union (Withdrawal)
Act 2018;
Official List means the Official List maintained
by the FCA in accordance with
section 74(1) of FSMA for the
purposes of Part VI of FSMA;
Ordinary Shares means the ordinary shares of
5 pence each in the capital
of the Company;
Peel Hunt means Peel Hunt LLP;
Placee means any person procured by
either of the Joint Bookrunners
(acting as agents for and on
behalf of the Company), on the
terms and subject to the conditions
of the Placing Agreement, to
subscribe for the Placing Shares
pursuant to the Placing;
Placing has the meaning given to it
in the main body of this Announcement;
Placing Agreement has the meaning given to it
in Appendix I to this Announcement;
Placing Documents means any press announcement,
presentation materials and any
other document published or
issued by or on behalf of the
Company for the purposes of
the Placing or the applications
for Admission (including any
amendments and supplements to
the foregoing);
Placing Price means GBP0.1925;
Placing Shares has the meaning given to it
in the main body of this Announcement;
PRA or Prudential Regulation means the UK Prudential Regulation
Authority Authority;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means a primary information
provider that has been approved
by the FCA to disseminate regulated
information;
Relevant Persons means UK Qualified Investors
who are (i) persons falling
within the definition of "investment
professional" in Article 19(5)
of the Financial Services and
Markets Act 2000 (Financial
Promotion) Order 2005, as amended
(the "Order"), or (ii) persons
who fall within Article 49(2)(a)
to (d) (High Net Worth Companies,
Unincorporated Associations,
etc.) of the Order, or (c) persons
to whom it may otherwise be
lawfully communicated;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Securities Act means the U.S. Securities Act
of 1933, as amended;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Term Sheet means the term sheet as may
be executed by the Company and
the Joint Bookrunners;
Terms and Conditions means the terms and conditions
of the Placing set out in Appendix
I to this Announcement;
transfer taxes means stamp duty or stamp duty
reserve tax or any other similar
duties or taxes;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is recorded
on the relevant register of
the share or security concerned
as being held in uncertificated
form in CREST and title to which
may be transferred by means
of CREST;
UK Prospectus Regulation means Prospectus Regulation
(EU) 2017/1129 as it forms part
of domestic law by virtue of
the European Union (Withdrawal)
Act 2018;
UK Qualified Investor means qualified investors as
defined in Article 2(e) of the
UK Prospectus Regulation; and
United Kingdom or UK means the United Kingdom of
Great Britain and Northern Ireland.
Unless otherwise indicated in this Announcement, all references
to"GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S.$","$" or "dollars" are to the lawful currency
of the United States of America. All references to"EUR" or "Euro"
are to the lawful currency of Austria, Belgium, Cyprus, Estonia,
Finland, France, Germany, Greece, Ireland, Italy, Latvia,
Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia,
Slovenia, and Spain.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCDFLFLFFLXBBK
(END) Dow Jones Newswires
January 21, 2021 12:41 ET (17:41 GMT)
Soco (LSE:SIA)
Historical Stock Chart
From Apr 2024 to May 2024
Soco (LSE:SIA)
Historical Stock Chart
From May 2023 to May 2024