TIDMSOLG
RNS Number : 7643W
SolGold PLC
27 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(INCLUDING THE APPIX) IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, HONG KONG, NEW ZEALAND, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION, WHERE SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY
PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A
RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG,
JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION, WHERE SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, INCLUDING AS IT
FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
For immediate release
27 April 2021
SolGold plc
("SolGold" or the "Company")
Proposed Placing and Retail Offer
The Board of Directors of SolGold plc (LSE: SOLG, TSX: SOLG) is
pleased to announce its intention to conduct a placing (the
"Placing") of new ordinary shares of 1 pence each in the capital of
the Company (the "Ordinary Shares") (the "Placing Shares") to both
existing and new institutional investors in the Company to raise
approximately US$50 million (GBP36.0 million), before expenses.
In addition to the Placing, the Company intends to raise up to
US$6.0 million (GBP4.3 million) by way of an offer made via
PrimaryBid of new Ordinary Shares (the "Retail Shares") 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 and Retail Shares
will be no more than 10% of the Company's existing issued share
capital.
The Placing will be conducted in accordance with 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") through an accelerated
bookbuild process (the "Bookbuild") which will be launched
immediately following release of this Announcement. The price at
which the Placing Shares and Retail Shares are to be placed (the
"Placing Price") will be determined following the close of the
Bookbuild. Cantor Fitzgerald Canada Corporation ("Cantor"), H&P
Advisory Ltd ("H&P") and Peel Hunt LLP ("Peel Hunt") (together,
the "Joint Bookrunners") are acting as joint bookrunners in
connection with the Placing .
The net proceeds of the Placing will enable the Company to make
a significant investment into Ecuador and its mineral assets in the
context of an improved outlook in the country. The goal of the
Company is to drive value for stakeholders via the exploration and
ultimately development of its exciting prospective targets already
identified within its Regional Portfolio and to seek to discover
another highly prospective mineral system such as that at the
Company's flagship Alpala project. The Company has a proven track
record of applying its exploration blueprint of systematically
evaluating its exploration assets, which are held in four wholly
owned subsidiaries across the country. With 76 concessions covering
over 3,000km(2) in Ecuador, SolGold is the largest and most active
concession holder in the country.
SolGold's Alpala (85% owned) world-class copper-gold porphyry
project, hosts 9.9Mt Cu, 21.7Moz Au and 92.2Moz Ag, making it one
of the most significant copper-gold discoveries of the last decade.
The Alpala deposit is the main deposit in the Cascabel concession,
located in northern Ecuador. After several investments from BHP and
Newcrest Mining, the Company secured a US$100 million royalty
financing from Franco-Nevada Corporation ("Franco-Nevada") in the
first half of 2020. These proceeds are ring-fenced for the Alpala
project and work on the c.50km(2) Cascabel concession.
The Company believes the Placing will allow the Company to
continue to pursue its strategy as an integrated explorer and
developer, maximising value for all shareholders by further
exploring this highly prospective and gold-rich section of the
Andean Copper Belt.
Key Highlights
-- The Company intends to raise approximately US$50 million
(GBP36.0 million) by way of an accelerated bookbuild.
-- A majority of the directors of the Company also intend to participate in the Placing.
-- The Company believes that the newly elected president of
Ecuador, Guillermo Lasso, will offer continued support for
responsible mining activities which recognise the importance of the
environment and the interests of communities.
-- SolGold is encouraged to expand its regional activities and
commence working on a multi-party project financing solution for
Alpala in the second half of this year.
-- The focus at Alpala is the delivery of a Preliminary
Feasibility Study ("PFS") by year-end and a seamless transition
into the delivery of a Definitive Feasibility Study ("DFS") shortly
after this.
-- In May 2020, the Company secured US$100 million royalty
financing from Franco Nevada. This funding is ringfenced and will
specifically be deployed for the advancement of the Alpala project
and related expenses, as well as further exploration efforts on the
Cascabel concession.
-- The discovery of the Cacharposa copper/gold porphyry system
on the Porvenir concession generated strong shareholder returns in
late 2020. Following encouraging drill results, SolGold intends to
use a portion of the Placing proceeds to invest further at Porvenir
in order to better understand the geology and structure of the
deposit and to work towards obtaining a maiden mineral resource
estimate for Cacharposa.
-- SolGold also intends to use the Placing proceeds to commence
drilling at three additional 100% owned projects:
o Rio Amarillo 30km south-east of the Cascabel concession in
Northern Ecuador
o Sharug in southwest Ecuador
o Cisne Loja in southern Ecuador
The net proceeds will also allow SolGold to continue drilling at
Blanca Nieves 8km north-west of the Cascabel concession.
-- The Company is committed to proactive and informed engagement
with its stakeholders and has been actively supporting local
communities. 98% of our employees are Ecuadorian and the Company
employs 35 full time staff in our community engagement team in the
villages we work with.
-- In our conduct SolGold aims to align with international
standards such as the UN Global Compact and follows IFC Performance
Standards and Equator Principles in the Alpala project design.
-- The Company expects that the Placing will help to ensure the
expansion of this work, will fund the investment in local
initiatives and partnerships and support SolGold's social licence
to operate.
-- The Company believes it has made material improvements in
strengthening its Corporate Governance and building an organisation
well suited for the challenges ahead.
-- Over the last 12 months the Company appointed Mrs Maria
Amparo Alban, Mrs Elodie Grant Goodey, Mr Kevin O'Kane, and Mr
Keith Marshall as Independent Non-Executive Directors, with Mr
Marshall subsequently assuming the role of Interim CEO. Former CEO
Nick Mather retired on 31 March 2021 but remains on the board as a
non-executive director.
Details of the Placing
SolGold intends to issue the Placing Shares to certain
institutional and other investors by way of a non-pre-emptive
cashbox placing. The Company also intends to respect the principles
of pre-emption as far as practicable by extending the offer to
participate in the Placing to holders of a majority of shares and,
as far as practicable, allocating to existing Shareholders at least
up to what would have been their pre-emptive entitlement.
The Placing structure has been chosen because of its
flexibility, reduced timeframe to completion and to minimise the
price risk to participants. As a result of the withdrawal of the
standard disapplication of pre-emption resolutions following
limited shareholder support for the same at the Company's AGM in
2020, the directors of the Company consider the use of a cashbox
structure to be in the best interests of the Company and its
shareholders as a whole, particularly when combined with the Retail
Offer which allows smaller shareholders to participate in the
Placing. The Directors have reached this decision in this
particular circumstance and after consulting with and taking into
account the views or concerns of certain shareholders and receiving
external advice. The Company plans to adhere to the Pre-Emption
Group Statement of Principles (the "Principles") in respect of the
combined size of the Placing and the Retail Offer, limiting the
issuance to a maximum of 10% of the Company's existing issued share
capital (5% unrestricted + 5% related to specified capital
investments). In addition, the Company has taken into account
certain other provisions of the Principles in implementing the
Placing, in particular as regards prior consultation with
shareholders, that the Placing is being undertaken on a soft
pre-emptive basis and that the Company's management will be
involved in the allocation process. As noted above,
the Company has also given consideration to the effect of the
Placing on retail shareholders and will enable them to take part in
the issuance of new shares by way of the Retail Offer. The use of
this financing structure is intended as a one-off.
The Bookbuild for the Placing will open with immediate effect
following release of this Announcement and is expected to close no
later than 7am on 28 April 2021. However, the Placing Price, the
final number of Placing Shares and Retail Shares, the timing of the
closing of the Bookbuild and allocations are at the discretion of
the Joint Bookrunners and the Company. Confirmation of the Placing
Price and the number of Placing Shares and Retail Shares will be
announced as soon as practicable after the closing of the
Bookbuild. The Placing is not underwritten.
The Placing Shares and Retail Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects
with each other and with 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 Placing is also subject to the conditions and termination
rights set out in the placing agreement between the Company and the
Joint Bookrunners (the "Placing Agreement") including, among other
things, Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms. Further details of
the Placing Agreement can be found in the terms and conditions
contained in the Appendix to this Announcement.
The Placing and the Retail Offer do not require shareholder
approval. Applications will be made for the Placing Shares and
Retail Shares to be admitted to the standard listing segment of the
Official List of the Financial Conduct Authority (the "FCA") and to
be admitted to trading on the main market for listed securities of
the London Stock Exchange plc (together, "Admission"). The new
Ordinary Shares will also be admitted to trading on the Toronto
Stock Exchange ("TSX"), conditional upon receiving TSX approval. It
is expected that settlement for the Placing Shares and Retail
Shares and Admission will take place at 8.00 a.m. on or around 30
April 2021.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement. By
choosing to participate in the Placing and by making an oral and
legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix. In particular, investors should read and understand
the information provided in the 'Important Information' section of
this Announcement.
The Retail Offer is not made subject to the terms and conditions
set out in the Appendix to this Announcement and instead will be
made on the terms outlined in the separate announcement to be made
shortly regarding the Retail Offer. The Placing is not conditional
on the Retail Offer.
Subject to the successful completion of the Placing, it is the
Company's intention not to exercise the option to upsize the
Franco-Nevada facility by a further US$50 million to US$150
million.
The person responsible for arranging this announcement on behalf
of SolGold plc is Ingo Hofmaier - Executive General Manager,
Corporate Finance.
http://www.rns-pdf.londonstockexchange.com/rns/7643W_1-2021-4-27.pdf
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 further information, please contact:
SolGold plc +44 (0) 20 3823 2130
Keith Marshall (Interim CEO)
Ingo Hofmaier (Executive General Manager, Corporate
Finance)
Website: www.s olgold .com.au
Cantor Fitzgerald Canada Corporation - Joint
Bookrunner
Graham Moylan / Craig Warren / James Mazur +1 (0) 416 350 1203
H&P Advisory Ltd - Joint Bookrunner
Andrew Chubb / Ernest Bell +44 (0) 20 7907 8500
Peel Hunt LLP - Joint Bookrunner
Investment Banking - Ross Allister / Alexander
Allen
ECM/Syndicate - Al Rae / Sohail Akbar +44 (0) 20 7418 8900
Background to SolGold
SolGold is a leading exploration company focussed on the
discovery, definition and development of world-class copper and
gold deposits. SolGold, with 76 concessions covering over
3,000km(2), is the largest and most active concession holder in
Ecuador (based on exploration expenditure reported by SNP Global)
and is aggressively exploring this highly prospective,
underexplored and copper-gold-rich section of the Andean Copper
Belt which is currently responsible for c40% of global mined copper
production (according to Wood Mackenzie). Ecuador is one of the
most important new mining jurisdictions and is endorsed by major
mining companies.
ESG and CSR is a key consideration and the Company believes it
has made material improvements in strengthening its Corporate
Governance and has committed to continue to build on recent
advances. Following the new non-executive directors' appointment,
gender diversity on the SolGold Board has increased to 22% and the
Company is committed to continuously diversify and improve its
Board and Management teams. SolGold also announced the formation of
the Alpala Project Committee and the Health, Safety, Environment
and Community ("HSEC") Committee. Further improvements were made to
SolGold Board Committee structure as part of the wider Corporate
Governance enhancement programme, with each committee now chaired
by an independent non-executive director.
On the ground, the Alpala deposit is the main target in the
Cascabel concession, located on the northern section of the heavily
endowed Andean Copper Belt. The project area hosts mineralisation
of Eocene age, the same age as numerous Tier 1 deposits along the
Andean Copper Belt in Chile and Peru to the south. The project base
is located at Rocafuerte within the Cascabel concession in northern
Ecuador, an approximate three-hour drive on a sealed highway north
of Quito, close to water, power supply and Pacific ports.
The Company's current activities are focussed on progressing a
PFS study at its Alpala project and regional exploration as the
Company continues to pursue its strategy as an integrated explorer
and developer, based on preservation of value for all shareholders.
The Company maintains its plan of applying its blueprint of
systematic evaluation and exploration across its regional
exploration portfolio of 75 concessions, having created the
successful blueprint at the company's Tier 1 Alpala project.
The Alpala deposit comprises 2,663 Mt at 0.53% CuEq in the
Measured plus Indicated categories and contained metal content of
9.9 Mt copper, 21.7 Moz gold and 92.2 Moz silver. The Company is of
the view that the Alpala resource is one of the most significant
copper-gold porphyry discoveries of the last decade. The Company
further believes that it has the potential to become a key source
of future copper supply amid an expected growing medium-term market
deficit, reflecting limited new project development, a declining
base production and growing demand supported by the shift towards
electrification and decarbonisation.
The Company is making good progress studying potential Alpala
mine plans while addressing a number of mine development and
metallurgical enhancements as well as potential upsides. The
Company is optimistic that the revised mine plan currently being
studied as part of the PFS process could deliver similar metal
production while mining significantly less material with
anticipated benefits of the revised approach being studied
including lower potential execution risks, lower potential
pre-production capital and the potential for significantly reduced
time to first production, all of which is expected to enhance
project economics. Key considerations of a superior revised
approach include:
o Near surface drilling
o Earlier access to the resource and shorter time to first
production
o Mining of higher head grades in the earlier years to seek to
maximise the NPV
o Optimal size of underground footprint and two extraction
levels
o Similar metal production with significantly lower mined
material
o Lower execution risks and potential for lower capex and cost
savings
A significant part of SolGold's success to date in driving
shareholder value growth has been through its successful
exploration programmes across Ecuador's highly prospective and
under-explored section of the Andean Copper Belt. Whilst this has
resulted in the discovery and the proposed development of the world
class Alpala project, the board of directors believes that the best
way to continue to drive shareholder value at present is through
further exploration success at priority projects. The goal of the
Company is to drive value for stakeholders through this exploration
programme by the assessment and study of exciting prospective
targets already identified within the Regional Portfolio and to
seek to discover another highly prospective mineral system such as
that at the Company's flagship Alpala project.
Following encouraging drill results since late-2020, SolGold
intends to invest further at Porvenir in order to better understand
the geology and structure of the deposit and work towards obtaining
a maiden mineral resource estimate at Porvenir's Cacharposa target.
The Company also intends to continue to advance its exploration
portfolio through investment in diamond drilling campaigns and
regional fieldwork across its asset base. This Placing will allow
the Company to continue this work.
SolGold also intends to use the Placing proceeds to commence
drilling at three additional 100% owned projects:
o Rio Amarillo 30km south-east of the Cascabel concession in
Northern Ecuador
o Sharug in southwest Ecuador
o Cisne Loja in southern Ecuador
The net proceeds will also allow SolGold to continue drilling at
Blanca Nieves 8km north-west of the Cascabel concession in Northern
Ecuador.
Use of Proceeds
The net proceeds of the Placing are intended to fund (i) a
minimum of 40,000 meters of diamond core drilling, (ii) related
technical services and staff expenses and (iii) CSR initiatives
related to the Company's Regional Portfolio.
SolGold intends to invest c.US$50 million into its highly
attractive regional exploration portfolio between April 2021 and
June 2022 and international exploration and corporate overheads.
The Company intends to use the net proceeds of the Placing to:
-- Fund a minimum of 40,000 meters of diamond core drilling
across key priority Regional exploration targets including:
o Up to c.20,000 meters at the recently discovered Porvenir
project, targeting a maiden resource estimate during 2021
o up to c.17,000 meters at Rio Amarillo
o up to c.7,000 meters at Sharug
o up to c.7,000 meters at El Cisne
o up to c.5,000 meters at Blanca Nieves
o The amount of drilling conducted at each of these targets will
be adapted as drilling is undertaken to reflect the success of the
drilling programme;
-- Fund approximately US$8.5 million for community initiatives,
partnerships and environmental monitoring at Cascabel and
approximately US$5.8 million for social programmes and environment
management throughout the Regional Portfolio;
-- Fund further expansion of other Regional fieldwork across Ecuador;
-- Excess cash will be used for the DFS and related workstreams
related to the Alpala Project; and
-- Be available for general corporate purposes and working capital.
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 IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, SOUTH
AFRICA, HONG KONG OR ANY OTHER JURISDICTION, WHERE SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. 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 HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE OR THE FCA, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN SOLGOLD PLC IN ANY
JURISDICTION.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, any of
the Joint Bookrunners or any of their respective affiliates,
agents, directors, officers, partners, advisers and/or employees
that would permit an offer of the securities referred to herein 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
receiving this Announcement or into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
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.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation or EU
Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
**
Investors Resident in the United States
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. None of the securities referred to herein have been
nor will they be registered under the United States Securities Act
of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered or sold in the United States except
pursuant to an 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 securities is being made in the United
States.
Investors Resident in the United Kingdom and the EEA
In relation to each member state of the European Economic Area
("EEA") (each a "relevant state "), this announcement is only
addressed to and directed at persons who are "qualified investors"
within the meaning of Article 2(e) of the Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") ("Qualified Investors ").
In relation to the United Kingdom, this announcement is only
directed at persons who are (a) "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms
part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") and who are (b) persons (i) having professional
experience in matters relating to investments falling Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (ii) falling
within Article 49(2)(a) to (d) of the Order, or (iii) to whom it
may otherwise lawfully be communicated (all such persons in (i),
(ii) and (iii) together being referred to as "relevant persons "
).
This Announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii)
in any Relevant State, by persons who are not Qualified Investors.
Any investment or investment activity to which this Announcement or
the Placing relates is available only to or will be engaged in only
with, (i) relevant persons in the United Kingdom, and (ii)
Qualified Investors in any relevant state.
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 to be published (in accordance with either the Prospectus
Regulation or the UK Prospectus Regulation).
Investors Resident in Australia
The Company is only able to make the Placing Shares available to
those Australian-resident investors who are Exempt Australian
Investors. Exempt Australian Investors are those Australian
Investors who satisfy the provisions of Sections 708(8), (10), (11)
or (12) of the Corporations Act. Australian-resident investors who
wish to participate in the Placing should ensure that they are
Exempt Australian Investors by seeking financial or legal
advice.
Investors Resident in Hong Kong
The Company has not offered or sold and will not offer or sell
in Hong Kong, by means of any document, any Placing Shares, other
than (i) to "professional investors" (as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")) and any
rules made under the SFO; or (ii) in other circumstances which do
not result in the Announcement being a "Prospectus" (as defined in
the Companies (Winding up and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong (the "Companies Ordinance")) or which do not
constitute an offer to the public within the meaning of the
Companies Ordinance; and (b) it has not issued or had in its
possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Placing Shares, which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Placing Shares which are or are
intended to be disposed of only to persons outside Hong Kong or
only to "professional investors" (as defined in the SFO and any
rules made under the SFO).
Investors Resident in Canada
The securities referred to herein have not been and will not be
qualified for distribution or distribution to the public under
applicable Canadian securities laws and, accordingly, any sale of
the securities will be made on a basis which is exempt from the
prospectus requirements of such securities laws only to "accredited
investors" within the meaning ascribed to that term in National
Instrument 45-106 - Prospectus Exemptions, of the Canadian
securities administrators ("NI 45-106"). The securities referred to
herein are not being offered to and may not be purchased by, or for
the benefit of, persons resident in Canada except for "accredited
investors". The information included in this Announcement is not
intended to, and does not, comply with all of the disclosure
requirements that would apply under applicable Canadian securities
law if this Placing was being qualified pursuant to a prospectus
filed with the relevant Canadian securities regulatory authorities
and the Placing Shares issued pursuant to the available exemptions
under NI 45-106 will be subject to a statutory hold period in
Canada for a period of four months and one day following the
closing of the Placing. No securities commission or similar
securities regulatory authority in Canada
has reviewed or in any way passed upon this Announcement or the
contents hereof, or the merits of the Placing Shares and any
representation to the contrary is an offense under applicable
Canadian securities laws.
**
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the securities referred to herein and the securities
have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, New Zealand, Hong Kong, Canada, Japan or
the Republic of South Africa. Accordingly, the securities referred
to herein may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, New
Zealand, Hong Kong, Canada, Japan or the Republic of South Africa
or any other jurisdiction outside the United Kingdom where such
activities would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuilding and the Placing, each
person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in the Appendix to this Announcement.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee will be deemed to have read and
understood this Announcement including the Appendix and hereby
agrees with the Joint Bookrunners and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which the Placing Shares will be issued. A Placee shall without
limitation, become so bound if the Joint Bookrunners confirm to
such Placee its allocation of Placing Shares .
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results Without
limitation, forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook",
"project" or other words or terms of similar meaning (or the
negative thereof) . By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including (without limitation and amongst other things),
commercial, operational, domestic and global economic business
conditions, the macroeconomic and other impacts of COVID-19,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel, that
could cause actual results, financial condition, performance or
achievements to differ materially from those expressed or implied
by these forward--looking statements. As a result, the actual
future financial condition, performance and results of the Company
may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company,
its directors and each of the Joint Bookrunners each expressly
disclaim any obligation or undertaking to update or revise, or
publish any updates or revisions to any forward-looking statements
contained in this Announcement, whether as a result of new
information, future events or otherwise to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
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 the FCA Handbook Conduct of
Business Sourcebook; 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
Cantor which is regulated by the Investment Industry Regulatory
Organization of Canada is acting exclusively for the Company and no
one else in connection with any investment in the Placing Shares,
and will not regard any other person as their client in relation to
any investment in the Placing Shares and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in
relation to any investment in the Placing Shares or any transaction
or arrangement referred to in this Announcement.
H&P is regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing, and H&P will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Peel Hunt is regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing, and Peel Hunt will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no 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, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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.
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 the
Joint Bookrunners (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) or by any of their respective affiliates or any of
their respective directors, officers, partners, employees, advisers
and/ or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or 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 (as appropriate), for the current or future
financial years 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.
Any indication in this Announcement of the price at which
ordinary shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. The price
of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon
disposal of any Placing Shares or other securities of the Company.
Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
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 London
Stock Exchange and the Toronto 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.
The GBP/US$ exchange used in respect of the Placing is
GBP1.00:US$1.3899.
Qualified Persons Statement
The scientific or technical information contained in this press
release has been approved by Jason Ward (the Company's Head of
Exploration), a qualified person under National Instrument 43-101 -
Standards of Disclosure for Mineral Projects.
Appendix I
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, (C) IF IN HONG
KONG, PERSONS WHO ARE "PROFESSIONAL INVESTORS" (AS DEFINED IN THE
SECURITIES AND FUTURES ORDINANCE (CAP 571 OF THE LAWS OF HONG KONG)
AND ANY RULES MADE THEREUNDER); OR (D) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) (C) AND (D) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS 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 "US 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, PLEDGED OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (SUBJECT TO CERTAIN LIMITED EXCEPTIONS). THE PLACING
SHARES MAY ONLY BE OFFERED OR SOLD (I) OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S
UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE
UNITED STATES TO A LIMITED NUMBER OF INVESTORS REASONABLY BELIEVED
TO BE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN RULE
144A UNDER THE US SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes 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 (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, Australia, New Zealand, South Africa Japan or
Hong Kong (each a "Restricted Territory") or in any other
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, Canada, the United States,
Australia, New Zealand, South Africa, Japan, Hong Kong or 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 other 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, Cantor
Fitzgerald Canada Corporation ("Cantor"), H&P Advisory Limited
("H&P") or Peel Hunt LLP ("Peel Hunt") (together the "Joint
Bookrunners"), or any of their respective Affiliates, or any of
their, or their respective Affiliates' partners, 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 each of the Company and 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 from the requirement to produce a prospectus under either
the Prospectus Regulation or the UK Prospectus Regulation, as
applicable. 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.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other 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
other jurisdiction where such offer or sale is unlawful.
NOTICE TO CANADIAN INVESTORS
No offer of securities is made pursuant to this Announcement in
Canada except to a person who has represented to the Company and
the Joint Bookrunners that such person: (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; and (ii) is an
"accredited investor" as such term is defined in section 1.1 of
National Instrument 45-106 Prospectus Exemptions or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act
(Ontario). The Placing Shares are being sold in Canada in reliance
on an exemption or exemptions from the requirements to provide the
relevant Placees with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions,
certain protections, rights and remedies provided by the applicable
Canadian securities laws will not be available to the relevant
Placee. The Placing Shares will be subject to statutory resale
restrictions under the applicable Canadian securities laws and any
resale of the Placing Shares must be made in accordance with such
resale restrictions or in reliance on an available exemption
therefrom. The Placee is solely responsible (and Company not in any
way responsible) for compliance with applicable securities laws in
the resale of any Placing Shares.
**
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 of
the Joint Bookrunners or any of their respective Affiliates, or any
of their or their respective Affiliates' partners, directors,
officers, 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',
partners, directors, officers, 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,
undertakes, agrees and acknowledges that:
(a) it is a Relevant Person 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 either (i) located outside
the United States subscribing for the Placing Shares as part of
"offshore transactions" as defined in and in reliance on Regulation
S under the US Securities Act, or (ii) is a "qualified
institutional buyer" ("QIB") as defined in Rule 144A under the US
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 1 are set out in Appendix
2.
Bookbuild
Following the release of this Announcement, the Joint
Bookrunners will commence an accelerated bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The books 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. To the extent
that the Joint Bookrunners do not procure subscribers for the
Placing, the Joint Bookrunners will not be required themselves to
subscribe for such shares.
Details of the Placing Agreement and 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 per Placing Share determined as part of the Bookbuild (the
"Placing Price").
The number of Placing Shares in the Placing and the Placing
Price will be determined following completion of the Bookbuild and
set out in the term sheet to be entered into between Joint
Bookrunners and the Company (the "Term Sheet"). The final number of
Placing Shares and their allocations will be decided at the close
of the Bookbuild. The timing of the closing of the bookbuild will
be at the discretion of the Company and the Joint Bookrunners.
Details of the number of Placing Shares and the Placing Price 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 and the
PrimaryBid Offer Shares (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
Rover (Jersey) Limited ("JerseyCo"), a wholly owned subsidiary of
the Company, for an amount approximately equal to the gross
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 JerseyCo that
will be issued to Peel Hunt. Following such transfer (and an
equivalent transfer to the Company by PrimaryBid of redeemable
preference shares in JerseyCo that will be issued to PrimaryBid in
connection with the PrimaryBid Offer), the Company will own all of
the issued ordinary and redeemable preference shares of JerseyCo,
whose only asset will be its cash reserves, which will represent an
amount approximately equal to the sum of the gross proceeds of the
Placing (less any fees, costs and expenses deducted by Peel Hunt)
and the gross proceeds of the PrimaryBid Offer (less any fees,
costs and expenses deducted by PrimaryBid).
In addition to the Placing, the Company intends to make an offer
on the PrimaryBid platform of new Ordinary Shares, the PrimaryBid
Offer Shares at the Placing Price. The PrimaryBid Offer is
conditional on the Placing but the Placing is not conditional on
the PrimaryBid 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 PrimaryBid
Offer.
The Placing is not conditional upon the PrimaryBid Offer.
Application for Admission to Trading on London Stock Exchange's
Main Market and Listing on the TSX
Application will be made to FCA for admission of the Placing
Shares to the Official List and to London Stock Exchange plc
("LSE") for the admission of the Placing Shares to trading on the
LSE's Main Market. ("Admission"). Applications will also be made
for the PrimaryBid Offer Shares to be admitted to the Official List
and to trading on the Main Market of the LSE. Application has also
been made to list the Placing Shares and the PrimaryBid Offer
Shares on the Toronto Stock Exchange ("TSX"). It is expected that
Admission will take place at 8.00 am on 30 April 2021 (or such
later date as may be agreed between the Company and the Joint
Bookrunners, provided that such date is no later than the Long Stop
Date), at which time the PrimaryBid Offer Shares are also expect to
be admitted. The listing of the Placing Shares and PrimaryBid Offer
Shares on the TSX is expected to occur prior to the commencement of
trading on the TSX.
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 in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by one
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 and the
Placing Price, being a single price payable to the Joint
Bookrunners by all Placees who are successful . The number of
Placing Shares, the Placing Price 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.
The Placing Price will be announced on a Regulatory Information
Service following the 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 either at the
Placing Price, which is ultimately established by the Company and
the Joint Bookrunners or at prices up to a price limit specified in
its bid . Bids in the Bookbuild 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 7am (London
time) on 28 April 2021, being the first Business Day after 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 8 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 accept or 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 relevant Bookbuild
has closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Company and the Joint Bookrunners.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an investor representation letter (in the form required by the
relevant Joint Bookrunners).
8. 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 Joint
Bookrunners' and the Company'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 its assignee 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.
9. 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing(s) 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".
11. 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".
12. By participating in a 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 one of the Joint Bookrunners .
13. 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 in respect of the Placing and not having been
terminated in accordance with its terms. The Joint Bookrunners'
obligations under the Placing Agreement with respect to the Placing
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;
2. the Term Sheet having been agreed and executed by the Company and the Joint Bookrunners;
3. 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; and
4. Admission taking place by not later than 8.00 a.m. on 30
April 2021 (or such later time and/or date as may be agreed between
the Company and the Joint Bookrunners, being not later than the
Long Stop Date).
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 permitted to waive such condition pursuant to the Placing
Agreement). Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Company, the Joint Bookrunners nor any of their
respective Affiliates, nor any of its or their respective
Affiliates' partners, 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
Any of the Joint Bookrunners are 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 that are material in
the opinion of the relevant Joint Bookrunner (acting reasonably) in
the context of the Placing or Admission; or
2. any of the representations or warranties of the Company
contained in the Placing Agreement being not true and accurate and
not misleading on and as of the date of the Placing Agreement and
at all times up to and immediately prior to Admission as though
they had been given and made on such dates by reference to the
facts and circumstances then subsisting; or
3. any matter or circumstance arises as a result of which,
opinion of the relevant Joint Bookrunner (acting in good faith), it
is reasonable to expect that any of the Conditions in the Placing
Agreement will not be satisfied at the required time(s) (if any)
and continue to be satisfied at Admission; or
4. there has occurred, in the opinion of the relevant Joint
Bookrunner (acting reasonably) a Material Adverse Change (as
defined in the Placing Agreement) since the date of the Placing
Agreement; or
5. the occurrence of certain market disruption or force majeure
events, each as specified in the Placing Agreement.
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 (or either of them) 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. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 90 calendar days
after Admission, 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, other than pursuant to the Placing, 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:
GB00B0WD0R35) 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, 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. It is expected that such
contract note will be despatched on or around 28 April 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 for any Placing Shares 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 relevant Placing Shares to a CREST
account operated by the relevant Joint Bookrunner as agent for the
Company and each Joint Bookrunner will enter its delivery (DEL)
instruction into the CREST system. The Joint Bookrunners will hold
any Placing Shares delivered to this account as nominee for the
relevant Placees procured by it. 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 of the Placing Shares will be on
30 April 2021 on a T+2 basis in accordance with the instructions
given by 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 Barclays Bank PLC
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. 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), none of the
Joint Bookrunners nor the Company shall be responsible for the
payment thereof.
It is anticipated that settlement for any Placees in Canada who
are not eligible for settlement in accordance with the procedures
described above under "UK Settlement" within CREST will occur in
certificated form or by direct registration statement (DRS).
Settlement may occur through the Canadian electronic system CDS
Clearing and Depository Services Inc. only if available and agreed
upon by the Company.
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, duplicate or
otherwise transmit 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. time is of the essence as regards its obligations under this Announcement;
4. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
5. that the Ordinary Shares are admitted to trading on the main
market of the LSE and listed on the TSX and that the Company is
therefore required to publish certain business and financial
information in accordance with the Listing Rules, MAR, the rules
and practices of the London Stock Exchange and other applicable law
and regulation ("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;
6. 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;
7. 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
whole or in part, in, into or within those jurisdictions or in any
other country or jurisdiction where any such action for that
purpose is required;
8. 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;
9. 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 or any of
their respective Affiliates and none of the Joint Bookrunners nor
the Company nor any of their respective Affiliates or any person
acting on any of their respective behalf 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;
10. 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 nor any of their respective Affiliates nor
any person acting on any of their respective behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild or 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;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners or 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 nor 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 nor 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 nor 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;
12. 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;
13. that it acknowledges that no action has been or will be
taken by the Company, the Joint Bookrunners, nor any person acting
on behalf of the Company, 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;
14. 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;
15. 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;
16. 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 and 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;
17. 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;
18. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state
19. 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 ;
20. if in Hong Kong, that it is a "professional investor" (as
defined in the Securities and Futures Ordinance (Cap 571 of the
laws of Hong Kong) and any rules made thereunder) ;
21. that it has not distributed, forwarded, transferred or
otherwise transmitted, and 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
(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;
22. 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;
23. 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;
24. 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;
25. 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 EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
26. 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;
27. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA 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 EEA 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;
28. 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;
29. 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;
30. 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;
31. if it has received any inside information (as that term 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,
required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by MAR, prior to the information
being made publicly available;
32. 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;
33. 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 and, in the case of the Placing
Shares, 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 and the Company 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;
34. 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;
35. that none of the Company, 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 any
of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
36. 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, the Placing Shares may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in
whole or in part, in, into or within the United States (including
its territories and possessions, any state of the United States and
the District of Columbia) or any other Restricted Territory, or in
any country or jurisdiction where any action for that purpose is
required;
37. 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. None 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 and any person acting on their respective behalf in
respect of the same on an after-tax basis on the basis that the
relevant Placing Shares will be allotted to the CREST stock account
of the relevant Joint Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
38. 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;
39. 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;
40. 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;
41. 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;
42. 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 or any of them;
43. 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 or any of their
respective Affiliates, (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 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, (vi) has no need for liquidity with
respect to its investment in the Placing Shares;
44. 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;
45. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
their respective behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Bookrunners and their respective Affiliates 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 or
any of their respective Affiliates for the purposes of this
Placing;
46. that it acknowledges and agrees that it will not hold none
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, including without limitation the
Exchange Information, or information made available (whether in
written or oral form) relating to the Group (the "Information") and
that none of the Joint Bookrunners nor any person acting on behalf
of any Joint Bookrunner 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;
47. 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 any Joint
Bookrunner and any of their respective Affiliates acting in such
capacity. In addition, 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.
No Joint Bookrunner nor 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;
48. it will not reoffer, sell, pledge or otherwise transfer the
Placing Shares except: (a)(i) to a person reasonably believed, and
any person acting on its behalf reasonably believes, is a QIB
purchasing for its own account or for the account of a QIB in a
transaction meeting the requirements of Rule 144A; (ii) in an
offshore transaction complying with Rule 903 or Rule 904 of
Regulation S; (iii) pursuant to an exemption from registration
under the US Securities Act provided by Rule 144A thereunder (if
available); (iv) in accordance with an effective registration
statement under the US Securities Act; or (v) pursuant to another
available exemption, if any, from registration under the US
Securities Act and (b) in accordance with all applicable securities
laws of the states of the United States and any other applicable
jurisdiction.
49. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be either (i) located outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) a QIB and
will duly execute a US investor letter and deliver the same to one
of the Joint Bookrunners or its Affiliates;
50. that it has not been offered to purchase and 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 502I of Regulation D under the US Securities Act) or any form
of directed selling efforts (as defined in Regulation S);
51. if it is a person in Canada, that it is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act
(Ontario);
52. if it is a person in Canada, that it is not a person created
or used solely to purchase or hold the securities as an "accredited
investor" as described in paragraph (m) of the definition of
"accredited investor" in section 1.1 of National Instrument 45-106
Prospectus Exemptions or section 73.3(1) of the Securities Act
(Ontario);
53. the Company is relying on an exemption from the requirement
to provide the Placee with a prospectus under applicable Canadian
securities laws and, as a consequence of acquiring the Placing
Shares pursuant to such exemption: (i) certain protections, rights
and remedies provided by applicable Canadian securities laws,
including statutory rights of rescission and certain statutory
remedies against an issuer, underwriters, auditors, directors and
officers that are available to investors who acquire securities
offered by a prospectus, will not be available to the Placee; (ii)
the common law may not provide investors with an adequate remedy in
the event that they suffer investment losses in connection with
securities acquired in a private placement; (iii) the Placee may
not receive information that would otherwise be required to be
given under applicable Canadian securities laws, and (iv) the
Company is relieved from certain obligations that would otherwise
apply under applicable Canadian securities laws;
54. that it acknowledges that the Placing Shares will be subject
to a statutory hold period in Canada for a period of four months
following the completion of the Placing and will be embedded,
whether through an electronic deposit system, an ownership
statement or on certificates that may be issued, with a restrictive
legend under applicable Canadian securities laws substantially in
the following form (and with the necessary information
inserted):
"Unless permitted under securities legislation, the holder of
this security must not trade the security before 28 August
2021.
The securities represented by this certificate are listed on the
Toronto Stock Exchange "TSX"); however, the said securities cannot
be traded through the facilities of TSX since they are not freely
transferable, and consequently any certificate representing such
securities is not "good delivery" in settlement of transactions on
TSX."
55. that it acknowledges that the distribution of the Placing
Shares in Canada is being made on an exempt distribution basis and
that any resale of the Placing Shares in Canada must be made
through an appropriately registered dealer or in accordance with an
available exemption from the dealer registration requirements of
applicable Canadian securities laws, and in accordance with, or
pursuant to an exemption from, the prospectus requirements of such
laws;
56. none of the Company nor the Joint Bookrunners, nor any of
their respective, partners, directors, officers, employees,
Affiliates or agents has made any written or oral representation:
(A) that any person will resell or repurchase the Placing Shares,
(B) that any person will refund all or any part of the purchase
price for the Placing Shares, or (C) as to the future price or
value of the Placing Shares;
57. the funds representing the purchase price which will be
advanced by the Placee to the Joint Bookrunner and/or the Company
hereunder will not represent proceeds of crime for the purposes of
the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (the "PCMLTFA") and the Placee acknowledges that the
Company may in the future be required by law to disclose the
Placee's name and other information relating to its purchase in the
Placing, on a confidential basis, pursuant to the PCMLTFA. To the
best of its knowledge (a) none of the funds to be provided by the
Placee (i) have been or will be derived from or related to any
activity that is deemed criminal under the law of Canada, the
United States, or any other jurisdiction, or (ii) are being
tendered on behalf of a person or entity who has not been
identified to the Placee, and (b) the Placee shall promptly notify
the Corporation if the Placee discovers that any of such
representations ceases to be true, and to provide the Company with
appropriate information in connection therewith;
58. it understands that certain personal information may be
collected by the Company for the purposes of completing the
Placing, which includes, without limitation, determining its
eligibility to purchase the Placing Shares under Canadian
securities laws and other applicable securities laws and completing
filings required by any securities commission or other regulatory
authority; that its personal information may be disclosed by the
Company to: (i) securities commissions or stock exchanges, (ii) the
Canada Revenue Agency or other taxing authorities, and (iii) any of
the other parties involved in the Placing, including legal counsel
to the Company, the Joint Bookrunners and any dealer who sells
Placing Shares to such Placee and may be included in record books
in connection with the Placing; and that by purchasing the Placing
Shares, it will be deemed to have consented to the foregoing
collection, use and disclosure of its personal information and the
filing of copies or originals of any of its documents submitted
hereunder as may be required to be filed with any securities
commission or stock exchange in connection with the transactions
contemplated hereby;
59. it understands that certain information provided by it,
including its name, address, telephone number and email address,
the number of Placing Shares being purchased, the exemption being
relied upon by it in purchasing the Placing Shares and its
registrant or insider status, if applicable, will be disclosed to
the applicable securities regulatory authorities, such information
is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation
and it will be deemed to have authorized the indirect collection of
such information by such securities regulatory authorities. This
information is being collected for the purposes of the
administration and enforcement of the securities legislation of
such jurisdictions. In the event the Placee has any questions with
respect to the indirect collection of such information by such
securities regulatory authorities and regulators, it should contact
the applicable securities regulatory authority or regulator using
the contact information set out below:
British Columbia Securities Commission Alberta Securities Commission
P.O. Box 10142, Pacific Centre Suite 600, 250 - 5(th) Street SW
701 West Georgia Street Calgary, Alberta T2P 0R4
Vancouver, British Columbia V7Y 1L2 Telephone: (403) 297-6454
Inquiries: (604) 899-6854 Toll free in Canada: 1-877-355-0585
Toll free in Canada: 1-800-373-6393 Facsimile: (403) 297-2082
Facsimile: (604) 899-6581 Public official contact: FOIP Coordinator
Email: FOI-privacy@bcsc.bc.ca
Public official contact: FOI Inquiries
Ontario Securities Commission The Manitoba Securities Commission
20 Queen Street West, 22(nd) Floor 500 - 400 St. Mary Avenue
Toronto, Ontario M5H 3S8 Winnipeg, Manitoba R3C 4K5
Telephone: (416) 593- 8314 Telephone: (204) 945-2561
Toll free in Canada: 1-877-785-1555 Toll free in Manitoba: 1-800-655-5244
Facsimile: (416) 593-8122 Facsimile: (204) 945-0330
Email: Exemptmarketfilings@osc.gov.on.ca Public official contact: Director
Public official contact: Inquiries Officer
60. if required by applicable Canadian securities laws
(including any rules of the Toronto Stock Exchange), it will
execute, deliver and file or assist the Company in filing such
reports, undertakings and other documents relating to the purchase
of the Placing Shares as may be required;
61. 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;
and
62. if in Australia it is a person, who it is lawful to offer
the shares to be issued under the Placing without disclosure under
Chapter 6D of the Australian Corporations Act and Part 7.9 of the
Australian Corporations Act (including those who are "sophisticated
investors" as set out in section 708(8) of the Australian
Corporations Act or who are "professional investors" as set out in
section 708(11) of the Australian Corporations Act), who are a
"wholesale client" within the meaning of section 761G of the
Australian Corporations Act, and that no document is being lodged
with ASIC.
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 or any other transfer taxes
(including any interest, fines 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") or related interest, fines or penalties
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)
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, their respective
Affiliates and any person acting on any of their respective behalf
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 any Joint Bookrunner 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 any 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.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. 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 has the meaning given to in in Appendix 1 of this Announcement;
Affiliate has the meaning given in Rule 50I(b) of Regulation D under the US Securities
Act or Rule 405
under the US Securities Act, as applicable and, in the case of the Company,
includes its subsidiary
undertakings;
Announcement means this announcement (including its Appendices);
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;
Cantor means Cantor Fitzgerald Canada Corporation ;
Company means SolGold 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;
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 and the Listing Rules and applicable law;
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;
H&P means H&P Advisory Limited;
Hong Kong means the Hong Kong Special Administrative Region of the People's Republic
of China;
Information has the meaning given to in in Appendix 1 of this Announcement;
Joint Bookrunners means Cantor, H&P and Peel Hunt;
Long Stop Date means 7 May 2021;
LSE has the meaning given to in in Appendix 1 of this Announcement;
MAR means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the
law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018;
Order has the meaning given to it in the main body of this Announcement;
Ordinary Shares means the ordinary shares of GBP0.01 each in the capital of the Company;
PCMLTFA has the meaning given to in in Appendix 1 of this Announcement;
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 the single price payable to the Joint Bookrunners by all Placees whose
bids in the Bookbuild
are successful, established through the Bookbuild;
Placing Shares has the meaning given to it in the main body of this Announcement;
PrimaryBid Offer has the meaning given to in the main body of this Announcement;
PrimaryBid Offer Shares has the meaning given to in the main body of this Announcement;
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
QIB has the meaning given to in in Appendix 1 of this Announcement;
QIBS has the meaning given to in in Appendix 1 of this Announcement;
Qualified Investors has the meaning given to it in the main body of this Announcement;
Regulations has the meaning given to it in Appendix 1 of this Announcement;
Regulation S means Regulation S promulgated under the US Securities Act;
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated
information;
Relevant Persons has the meaning given to in in Appendix 1 of this Announcement;
Restricted Territory means the United States, Australia, New Zealand, the Republic of South
Africa, Hong Kong or
Japan;
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;
Target Market Assessment has the meaning given to it in the main body of this Announcement;
Terms and Conditions means the terms and conditions of the Placing set out in Appendix I to this
Announcement;
Term Sheet means the term sheet as may be executed by the Company and the Joint
Bookrunners;
transfer taxes means stamp duty or stamp duty reserve tax or any other similar duties or
taxes;
TSX has the meaning given to it in the main body of this Announcement;
uncertificated or in uncertificated form means in respect of a share 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;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
US Securities Act means the U.S. Securities Act of 1933, as amended.
Unless otherwise indicated in this Announcement, all references
to "", "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
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IOEFLFFSSRIDFIL
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April 27, 2021 11:45 ET (15:45 GMT)
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