TIDMTSTR
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No. 596/
2014 until the release of this announcement
22 June 2018
Tri-Star Resources plc ("Tri-Star" or the "Company")
Proposed Conditional Placing to raise GBP13.0 million, Notice of General Meeting
and SPMP Project Update
Tri-Star announces a proposed conditional placing to raise GBP13.0 million ("
Placing") by the issue of ordinary shares in the Company of 5 pence each ("
Ordinary Shares") at a price of 43 pence per Ordinary Share (the "Issue Price")
by way of an accelerated bookbuilding process ("Bookbuild"). Funds under the
discretionary management of Odey Asset Management LLP ("the "Odey Funds") have
committed to invest up to GBP13 million in the Placing at the Issue Price. Under
the terms of this commitment, the Company has agreed with OAM that the final
allocation to the Odey Funds, which will be determined at the end of the
Bookbuild, will not be less than GBP10.5 million. The Bookbuild is expected to
close at 2.00pm on 25th June 2018, but the Company reserves the right to close
the Bookbuild earlier or later, without further notice.
Most of the net proceeds from the Placing will be used to meet Tri-Star's share
of additional shareholder investment in to Strategic & Precious Metal
Processing LLC ("SPMP"), an Omani company in which Tri-Star has a 40% equity
interest, which is constructing an antimony and gold processing facility in the
Sohar Freezone of the Sultanate of Oman (the "Project"). The balance of the net
proceeds will be applied to pay down part of the secured loan notes held by
certain of the Odey Funds and for general working capital purposes.
Update on the Project
The board of Tri-Star is pleased to announce the achievement by SPMP of
critical milestones in the construction of the Project.
The facility is one of the first modern designed, fully environmentally
permitted, minor metal roasters to be built outside of China in the last 30
years. Under full operating conditions, the plant will produce around 20,000
tonnes per annum of antimony products (close to 10% of annual global
consumption) supplemented by around 60,000 ounces per annum of gold. At current
market prices, this would result in indicative revenues for SPMP of around $245
million per annum.
Plant construction is now 97% complete, main grid power is connected and cold
commissioning is well underway. Hot commissioning commences later this month
leading to the production of antimony trioxide followed by the production of
antimony and gold ingot later this summer.
There are currently around 900 personnel on site as the construction ends and
moves into the commissioning phase. The board of Tri-Star is proud to announce
that the Project remains incident free and lost-time-injury-free manhours now
exceed 1.9 million.
There have been modest increases in the capital cost of the plant to
approximately $115 million due to exchange rate movements and the inclusion of
extra plant functionality that will add value to the plant's production
flexibility. The Tri-Star board would like to acknowledge the strong execution
from the team at SPMP who have worked tirelessly to manage the construction and
to prepare for operations.
Another key milestone achieved in the last quarter is the development of
valuable relationships with international feedstock and other raw material
suppliers. As concentrate supply contracts are being negotiated, the transport
and logistics processes and costs can be better determined and SPMP's working
capital requirements are becoming clearer. In addition, SPMP, being a
well-established Omani company, has enjoyed excellent relationships with its
Omani bankers during the last 18 months.
Beyond the achievement of successful operation of the Project, SPMP management
anticipates further upstream opportunities and initiatives to improve
downstream economics through the delivery of engineered antimony products to
its customers. The plant is expected to gradually ramp up to full operating
capacity during 2018 and 2019 as the commissioning process is completed and
additional feedstock supplies are secured. SPMP management currently estimates
that the facility will operate at EBIDA (earnings before interest, depreciation
and amortisation) margins of around 16 per cent. initially rising to
approximately 20 per cent. when at full operating capacity. At full capacity,
based on the indicative revenues of $245 million, this would generate around
$49 million of EBIDA per annum.
As previously announced, the boards of Tri-Star and SPMP are delighted to
welcome Steven Din who will join SPMP as CEO on 1 August 2018. Steven comes
with an excellent track record in senior management positions and brings with
him a wealth of industry experience which will be instrumental both in short
term execution and the realisation of longer term opportunities.
SPMP is expecting to receive initial revenues from the sale of products
produced in the commissioning phase during Q3 2018 with its first significant
revenues expected to arise in Q4 2018 as production is ramped up. However,
during the commissioning phase, the Project will require further short term
operational and working capital financing and is seeking approximately $30
million from its shareholders to cover this.
Accordingly, Tri-Star is expected to be required to invest in SPMP in order to
maintain its 40% equity stake in the Project. Most of the net proceeds of the
Placing will be used to finance this additional investment.
The current capital structure of SPMP shows total funding of $124 million. This
comprises senior debt of $66 million drawn down on $70 million of facilities
from local Omani banks. The shareholders have contributed approximately $58
million being equity of $15 million and mezzanine loan of $43 million ($37
million of principal and $6 million of rolled up interest). Tri-Star's
contribution to this is $6 million equity and $9.4 million of mezzanine loan
($8.8m of principal and $0.6 million of rolled up interest). Following the
expected $30 million equity injection, total SPMP funding rises to $154 million
of which $66 million would be bank debt, representing 43% of total funding.
SPMP management believes that, once the plant is fully operational, SPMP can
refinance at debt levels of 70% or greater, releasing funds which could be used
to finance additional working capital or repay part of the shareholder
mezzanine loan.
Placing
The Company is raising up to GBP13.0 million through a conditional Placing of
30,232,558 Ordinary Shares ("Placing Shares") at the Issue Price. The Placing
is being conducted through an accelerated bookbuilding process which will be
launched immediately following this Announcement and will be made available to
eligible institutional investors. SP Angel Corporate Finance LLP ("SP Angel")
is acting as sole bookrunner and broker in connection with the Placing. The
Bookbuild is expected to close no later than 2.00pm on Monday 25th June 2018,
but the Company reserves the right to close the Bookbuild earlier or later,
without further notice. SP Angel may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. Details of the Placing
will be announced as soon as practicable after the close of the Bookbuild.
The Odey Funds, which currently own 65 per cent. of the Company's issued
Ordinary Shares, have committed to invest up to GBP13.0 million in the Placing at
the Issue Price. Under the terms of this commitment, the Company has agreed
with OAM that final allocation to the Odey Funds, which will be determined at
the end of the Bookbuild, will not be less than GBP10.5 million. At this minimum
allocation, the holding of the Odey Funds in the Company's issued Ordinary
Shares would increase to 70.2 per cent.
The Odey Funds, as a substantial shareholder of the Company, is a "related
party" as defined under the AIM Rules and accordingly, the participation in the
Placing by the Odey Funds constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules for Companies.
Adrian Collins and Mark Wellesley-Wood, are considered to be independent
directors of the Company for the purposes of AIM Rule 13 in relation to the
Odey Fund's participation in the Placing. Having consulted with SP Angel, the
independent directors consider that the terms of the Odey Fund's participation
in the Placing is fair and reasonable insofar as the Company's shareholders are
concerned.
The Placing is conditional, inter alia, on the Company being in compliance, in
all material respects with its obligations under the Placing Agreement,
Admission (as defined below) and on shareholder approval to authorise the
Company to issue and allot the Placing Shares. The Company expects to seek such
approval at a general meeting to be held at 10.00am on Tuesday 10th July 2018
at the offices of SP Angel, 4th Floor, Prince Frederick House, 35-39 Maddox
Street, London W1S 2PP ("General Meeting") and expects to post a circular to
shareholders shortly giving notice of the General Meeting.
The Placing is subject to the terms and conditions set out in the appendix (the
"Appendix") to this Announcement (which forms part of this announcement, such
announcement and the Appendix together being this "Announcement").
The Placing Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
issue.
Subject to approval at, the General Meeting, application will be made to the
London Stock Exchange Plc for the Placing Shares to be admitted to AIM ("
Admission"). Admission is expected to take place on or around 8.00am on 12 July
2018.
Crispin Odey, Founding Partner of OAM said: "We are delighted to continue to
support Tri-Star and SPMP in this final fundraising before the SPMP Project
goes into production. Our calculations indicate that, based on the price of
this investment in Tri-Star through the Placing, we are investing in SPMP at an
implied post-fundraising enterprise value of approximately $200 million, or a
post-fundraising equity value of $100 million, which we view as a very
attractive level. We look forward to further news as the plant goes through
commissioning and starts to produce its first antimony and gold products."
Enquiries:
Tri-Star Resources plc Tel: +44 (0)20 7653 6291
Karen O'Mahony, Acting Chief Executive Email: ceo@tri-starresources.com
Officer
SP Angel Corporate Finance (Nomad and Tel: +44 (0) 20 3470 0470
broker)
Robert Wooldridge / Jeff Keating
The Appendix set out further information relating to the Placing and the terms
and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices" section
of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL OFFERS
OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE
2003/71/EC (AND AMMENTS THERETO), AND INCLUDING ANY RELEVANT IMPLEMENTING
MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"))
(THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR
OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS
IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE
FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY
HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY
WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO
FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS
DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS
DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE
PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE
PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN
A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OR SP ANGEL OF A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN TRI-STAR RESOURCES PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
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, the Bookrunner or any of their respective
affiliates, agents, directors, officers or employees that 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 into whose
possession this Announcement comes are required by the Company and the
Bookrunner to inform themselves about and to observe any such restrictions.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. 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 Placing Shares and the Placing Shares 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, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares 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, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in 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.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the Group's
plans and its current expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. 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 amongst other things, United Kingdom domestic and global economic
business conditions, 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 Group operates, 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. As a result, the actual future financial condition, performance and
results of the Company may differ materially from the plans and expectations
set forth in any forward-looking statements. 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 and SP Angel expressly disclaim any obligation or undertaking to
publish any updates or revisions to any forward-looking statements contained in
this Announcement 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.
SP Angel is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and SP Angel 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.
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 Bookrunner or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate.
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, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
With respect to the product governance rules as set out in the Markets in
Financial Instruments Directive 2014/65/EU ("MiFID II") and supplementing
texts, as a manufacturer of financial instruments SP Angel has taken steps to
maintain, operate and review a process for the approval of the financial
instruments being marketed as part of the Placing on the terms and conditions
contained in this placing letter (the "Financial Instruments"). This approval
process has been used to determine an appropriate target market for the
Financial Instruments (the "Target Market Assessment"). The purpose of the
Target Market Assessment is to ensure that the distribution of the Financial
Instruments is made to investors for whom such a product is likely to be
appropriate.
Following the Target Market Assessment, SP Angel has concluded that the
Financial Instruments are broadly compatible with the investment needs and
financial understanding of retail clients, professional clients and eligible
counterparties, each as defined in MiFID II. SP Angel has further concluded
that the Financial Instruments are eligible for all distribution channels
permitted under MiFID II.
Notwithstanding the Target Market Assessment, distributors of the Financial
Instruments ("Distributors") should be aware that the Financial Instruments are
more likely to meet the investment needs of clients: (i) with basic capital
markets knowledge or experience of owning shares including shares in companies
traded on AIM; (ii) who have the ability to bear up to 100% capital loss; (iii)
who are willing to accept possibly significant price fluctuations in exchange
for the opportunity to receive higher returns and who have a medium to high
risk tolerance; and (iv) who seek capital growth in liquid instruments which
are relatively liquid and suitable for any investment time horizon.
The Financial Instruments do not offer: (i) capital protection or the full
repayment of the amount invested; or (ii) a fully guaranteed income or a fully
predictable return profile. SP Angel considers that the Financial Instruments
are inappropriate for clients who are fully risk averse or who have no risk
tolerance.
For the avoidance of doubt, the Target Market Assessment does not constitute a
recommendation to any investor or group of investors to invest in, purchase, or
take any other action whatsoever with respect to the Financial Instruments or
otherwise act as an assessment of suitability or appropriateness for the
purposes of MiFID II, and SP Angel disclaims all and any liability whether
arising in tort, contract or otherwise in respect of the assessment of the
Financial Instruments, this announcement or any such statement.
Furthermore, the Target Market Assessment shall be without prejudice to any
selling restrictions applicable to the Financial Instruments as identified
within the terms of and conditions to such Financial Instruments.
In addition, notwithstanding the Target Market Assessment, SP Angel will only
solicit investors who may be classified under the FCA's rules as professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to Placing Shares
Each distributor is responsible for undertaking its own target market
assessment in respect of the Financial Instruments and determining appropriate
distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
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.
By participating in the Bookbuild and the Placing, Placees 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 in this Appendix and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants, undertakes,
agrees and acknowledges (amongst other things), to SP Angel and the Company
that:
1. 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;
2. in the case of a Relevant Person who acquires any Placing Shares pursuant
to the Placing:
a. it is a Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
i. the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of SP Angel has been given to the
offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive as having
been made to such persons;
3. it is acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and agreements
contained in this Announcement;
4. it understands (or, if acting for the account of another person, such
person understands) the resale and transfer restrictions set out in this
Appendix; and
5. it (and any account referred to in paragraph 3 above) is either (i)
located outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in and in accordance with Regulation S under
the Securities Act or (ii) within the United States and is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB
").
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing and Placees' commitments will be
made solely on the basis of the information contained in this Announcement, the
announcement of the pricing of the Placing through a Regulatory Information
Service (the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in the listing
rules of the FCA (the "Listing Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the contract note or trade
confirmation sent to individual Placees by SP Angel. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied on
any information, representation, warranty or statement made by or on behalf of
SP Angel or the Company other than the Publicly Available Information and none
of SP Angel, the Company nor any person acting on such person's behalf nor any
of their affiliates has or shall have any liability for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SP Angel has entered into the Placing Agreement with the Company under which it
has undertaken, on the terms and subject to the conditions set out in the
Placing Agreement, to use reasonable endeavours to procure Placees for the
Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of such Ordinary Shares after the date of issue of the Placing
Shares.
Conditional on shareholder approval
The Placing is conditional on shareholder approving the resolutions to
authorise the Company to issue and allot the Placing Shares at the General
Meeting ("Resolutions")
The Company expects to seek such approval at a general meeting to be held
10.00am on Tuesday 10th July 2018 at the offices of SP Angel, 4th Floor, Prince
Frederick House, 35-39 Maddox Street, London W1S 2PP ("General Meeting") and
expects to post a circular to shareholders shortly giving notice of the General
Meeting and setting out the full text of the Resolutions.
Application for admission to listing and trading
Subject to approval at, the General Meeting, application will be made to the
London Stock Exchange for the Placing Shares to be admitted to AIM
("Admission"). Admission is expected to take place on or around 8.00am on 12
July 2018.
Bookbuild
SP Angel will today commence the Bookbuild at the Placing Price to determine
demand for participation in the Placing by Placees. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild and Placing
SP Angel is acting as sole bookrunner and broker of the Company in connection
with the Placing.
Participation in the Placing will only be available to persons who may lawfully
be, and are, invited by SP Angel to participate.
The Bookbuild will establish the level of demand from potential Placees in the
Placing. allocation of Placing Shares among the Placees will be determined by
SP Angel in consultation with the Company. The results of the Placing will be
announced through the Placing Results Announcement following the completion of
the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by telephone to
their usual sales contact at SP Angel. Each bid should state the number of
Placing Shares which a prospective Placee wishes to acquire at the Placing
Price. Bids may be scaled down by SP Angel on the basis referred to below.
The Bookbuild is expected to close no later than 2.00 p.m. (London time) on 25
June 2018 but may be closed earlier or later at the discretion of SP Angel. SP
Angel may, in agreement with the Company, accept bids that are received after
the Bookbuild has closed.
An offer to acquire Placing Shares, which has been communicated by a
prospective Placee to SP Angel which has not been withdrawn or revoked prior to
publication of this Announcement shall not be capable of withdrawal or
revocation immediately following the publication of this Announcement without
the consent of SP Angel.
Each Placee's allocation will be determined by SP Angel (after consultation
with the Company) and will be confirmed orally by SP Angel as soon as
practicable following the close of the Bookbuild. SP Angel's oral confirmation
of an allocation will give rise to a legally binding commitment by the Placee
concerned, in favour of SP Angel and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it on the terms and subject
to the conditions set out in this Appendix and the Company's articles of
association.
The Company will release the Placing Results Announcement following the close
of the Bookbuild, giving details of the result of the Placing.
Each Placee's allocation and commitment will be evidenced by a contract note or
trade confirmation issued to such Placee by SP Angel. The terms of this
Appendix will be deemed incorporated therein.
SP Angel may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion with agreement of the Company and may
scale down any bids for this purpose on such basis as they may determine or be
directed. SP Angel may also, notwithstanding the paragraphs above, (a) allocate
Placing Shares after the time of any initial allocation to any person
submitting a bid after that time and (b) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time.
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 SP Angel's consent, will not be capable of
variation or revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding obligation, owed to
SP Angel, to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire and the Company has agreed to allot and issue to
that Placee.
Except as required by law or regulation, no press release or other announcement
will be made by SP Angel 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.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and Settlement'.
All obligations under the Bookbuild and Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to below under
"Termination of the Placing".
By participating in the Bookbuild each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law, neither SP Angel nor any of its
affiliates nor any of its or its affiliates' agents, directors, officers or
employees shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither SP Angel nor
any of its affiliates nor any of its or their agents, directors, officers or
employees shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of SP Angel's conduct of the Bookbuild or
of such alternative method of effecting the Placing as SP Angel and the Company
may agree.
Related Party Transaction
Funds under the discretionary management of Odey Asset Management LLP ("The
Odey Funds"), which currently own 65 per cent. of the Company's issued Ordinary
Shares, have committed to invest up to GBP13.0 million in the Placing at the
Issue Price. Under the terms of this commitment, the Company has agreed that
the final allocation to the Odey Funds, which will be determined at the end of
the Bookbuild, will not be less than GBP10.5 million.
The Odey Funds, as a substantial shareholder of the Company, is a "related
party" as defined under the AIM Rules and accordingly, the participation in the
Placing by the Odey Funds constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules for Companies.
Adrian Collins and Mark Wellesley-Wood, are considered to be independent
directors of the Company for the purposes of AIM Rule 13 in relation to the
Odey Fund's participation in the Placing. Having consulted with SP Angel, the
independent directors consider that the terms of the Odey Fund's participation
in the Placing is fair and reasonable insofar as the Company's shareholders are
concerned.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they will be sent a
contract note or trade confirmation which will confirm the number of Placing
Shares allocated to them, the Placing Price and the aggregate amount owed by
them to SP Angel. Each Placee will be deemed to agree that it will do all
things necessary to ensure that delivery and payment is completed in accordance
with either the standing CREST or certificated settlement instructions which
they have in place with SP Angel or otherwise as SP Angel may direct.
Settlement of transactions in the Placing Shares (ISIN: GB00BGDLPW84) following
Admission will take place within the CREST system. Settlement through CREST
will be on a T+2 basis unless otherwise notified by SP Angel and is expected to
occur on 12 July 2018 (the "Settlement Date"). Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or delays in
the admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and SP Angel may agree that the Placing Shares should
be issued in certificated form. SP Angel reserves the right to require
settlement for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing LIBOR as determined by SP Angel.
If Placees do not comply with their obligations SP Angel may sell any or all of
their Placing Shares on their behalf and retain from the proceeds, for its own
account and benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note or trade
confirmation 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 as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of SP Angel under the Placing Agreement are, and the Placing
is, conditional on, inter alia:
1. the Company having complied with its obligations under the Placing
Agreement (which fall to be performed on or prior to Admission);
2. each of the warranties contained in the Placing Agreement not being untrue,
inaccurate or misleading as at the date of Admission;
3. the passing of the Resolutions at the General Meeting;
4. Admission taking place not later than 8.00 a.m. (London time) on 12 July
2018 (or such later time and/or date as the Company and SP Angel may agree,
being not later than 8.30 a.m. on 31 July 2018).
(all conditions to the obligations of SP Angel included in the Placing
Agreement being together, the "conditions"). SP Angel and the Company may agree
to extend the time and/or date by which any condition is required to be
fulfilled to no later than 8.30 a.m. on 31 July 2018.
If any of the conditions is not fulfilled or, where permitted, waived to the
extent permitted by law or regulations in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as the Company
and SP Angel may agree), or the Placing Agreement is terminated in accordance
with its terms (as to which, see the "Termination of the Placing" section
below), the Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
SP Angel may, at its absolute discretion and upon such terms as it thinks
appropriate, waive fulfilment of all or any of the conditions in whole or in
part (to the extent permitted by law or regulation) or extend the time provided
for fulfilment of any such conditions in respect of all or any part of the
performance thereof. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Neither SP Angel nor any of its affiliates nor any of its or its affiliates'
agents, directors, officers or employees nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them 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 any of them 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 SP Angel and the Company.
Termination of the Placing
SP Angel may in its absolute discretion terminate the Placing Agreement at any
time up to and including Admission in certain circumstances, including (among
others) a breach of the warranties given to SP Angel, the occurrence, in the
opinion of SP Angel (acting in good faith), of any material adverse change in,
or any development likely to result in a material adverse change in or
affecting, the the condition (financial, operational, legal or otherwise),
earnings, business or assets of the Group of the Group or the occurrence of a
force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this
Announcement shall cease and terminate at such time and no claim may be made by
any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and SP
Angel that the exercise by the Company or SP Angel of any right of termination
or any other right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or SP Angel (as the case may be)
and that neither the Company nor SP Angel need make any reference to such
Placee and that none of the Company, SP Angel, their respective affiliates or
their or their respective affiliates' agents, directors, officers or employees,
respectively, shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the "
Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral confirmation by SP Angel following the close of
the Bookbuild.
Representations, warranties and further terms
By submitting a bid in the Bookbuild, each prospective Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges and agrees
(for itself and for any such prospective Placee) to SP Angel and the Company
that:
1. it has read and understood this Announcement in its entirety and that its
acquisition of the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained in 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 Placing, the Company, the
Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering document
has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are listed on the AIM market of the London Stock
Exchange, and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules, 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 that it is
able to obtain or access such information without undue difficulty, and is able
to obtain access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
4. neither SP Angel nor the Company nor any of their respective affiliates,
or their or their respective affiliates' agents, directors, officers or
employees, respectively, nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement or any other Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares; nor has it requested SP Angel, the Company, any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such information;
5. neither SP Angel nor any person acting on its behalf nor any of its
affiliates, agents, directors, officers or employees, has or shall have any
liability for this Announcement or any other Publicly Available Information, or
any representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent misrepresentation
made by that person;
6. the content of this Announcement and the Publicly Available Information
has been prepared by and is exclusively the responsibility of the Company and
that neither SP Angel nor any persons acting on its behalf are responsible for
or have or shall have any liability for any information or representation,
warranty or statement relating to the Company contained in this Announcement or
any other Publicly Available Information, nor will they be liable for any
Placee's decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, any other
Publicly Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
7. it is not, and at the time the Placing Shares are acquired will not be, a
resident of Australia, Canada, Japan or the Republic of South Africa and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of
Australia, Canada, Japan or the Republic of South Africa and may not be
offered, sold or acquired, directly or indirectly, within those jurisdictions;
8. the Placing Shares are being offered and sold only (i) outside the United
States in "offshore transactions" as defined in, and in accordance with,
Regulation S under the Securities Act; or (ii) to a limited number of persons
that are QIBs pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act in a transaction not
involving any public offering. It and any account for which it is acting is
either: (i) located outside the United States and acquiring the Placing Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S under the Securities Act or (ii) a QIB which has duly executed a US investor
letter in a form provided to it and delivered the same to SP Angel or its
affiliates;
9. it (i) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and the risks of an investment
in the Placing Shares, (ii) will not look to SP Angel for all or part of any
such loss it may suffer, (iii) is able to bear the economic risk of an
investment in the Placing Shares, (iv) is able to sustain a complete loss of
the investment in the Placing Shares and (v) has no need for liquidity with
respect to its investment in the Placing Shares;
10. the only information on which it is entitled to rely and on which it has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement and the Publicly Available Information; such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing solely on the foregoing, and in providing
such confirmation it acknowledges that SP Angel and the Company (or any of
their respective affiliates) have not made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available Information, and
it has conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate in
the Placing and it has not relied on any investigation that SP Angel or any
person acting on its behalf may have conducted with respect to the Company, the
Placing or the Placing Shares;
11. 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 US Securities and
Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. 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 Australia, Canada,
Japan, New Zealand or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa, or in any country
or jurisdiction where any action for that purpose is required;
12. it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
d. has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix) to enable it to enter into the transactions contemplated hereby and
to perform its obligations in relation thereto;
13. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into the United States (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
14. none of SP Angel, its affiliates and any person acting on its behalf is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of SP Angel and that SP Angel has no duties or responsibilities to it
for providing the protections afforded to SP Angel's clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
15. it will make payment to SP Angel (as SP Angel may direct) for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as SP
Angel may determine in its absolute discretion without liability to the Placee
and it will 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;
16. its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares which it will be entitled, and required, to acquire or
subscribe for, and that it may be called upon to acquire or subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more than
the aforementioned maximum;
17. no action has been or will be taken by any of the Company, SP Angel or
any person acting on behalf of the Company or SP Angel that would, or is
intended to, permit a public offer of the Placing Shares in the United States
or in any country or jurisdiction where any such action for that purpose is
required;
18. the person who it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. SP Angel and the Company will not be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock account of SP
Angel who will hold them as nominee directly or indirectly on behalf of the
Placee until settlement in accordance with its standing settlement instructions
with it;
19. 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 stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
20. it and any person acting on its behalf falls within Article 19 (5) and/or
49(2) of the Order, as amended, and 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;
21. 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 persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85
(1) of FSMA;
22. if within the EEA, it is a Qualified Investor as defined in section 86
(7) of FSMA, being a person falling within Article 2.1(e) of the Prospectus
Directive;
23. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
Placing Shares in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
24. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of FSMA and the Financial Services Act 2012
in respect of anything done in, from or otherwise involving the United
Kingdom);
25. if it is a financial intermediary, as that term is used in Article 3(2)
of the Prospectus Directive (including any relevant implementing measure in any
member state), 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
which has implemented the Prospectus Directive other than qualified investors,
or in circumstances in which the express prior written consent of SP Angel has
been given to the offer or resale;
26. 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 persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA;
27. if it has received any confidential price sensitive information about the
Company in advance of the Placing, it has not: (a) dealt in the securities of
the Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any person,
prior to the information being made publicly available;
28. neither SP Angel, the Company nor any of their respective affiliates, or
their or their respective affiliates' agents, directors, officers or employees,
respectively, nor any person acting on behalf of such persons is making any
recommendation to it, advising it regarding the suitability of any transaction
it may enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representation, warranty,
acknowledgement, agreement, undertaking or indemnity contained in the Placing
Agreement nor the exercise or performance of any of SP Angel's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29. acknowledges and accepts that SP Angel may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for their own account for the purpose
of hedging their underwriting exposure or otherwise and, except as required by
applicable law or regulation, SP Angel will not make any public disclosure in
relation to such transactions;
30. it has complied with its obligations under the Criminal Justice Act 1993,
the EU Market Abuse Regulation (2015/596/EU) ("MAR") and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006
and the Money Laundering Regulations 2007 and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (together the "Regulations") and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations;
31. except as set out in clause 32 below, represents and warrants that it has
neither received nor relied on any 'price sensitive information ' (for the
purposes of the AIM Rules) and/or 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) concerning the Company prior
to or in connection with accepting the invitation to participate in the Placing
and is not purchasing Placing Shares on the basis of material non-public
information;
32. if it has received any 'price sensitive information ' (for the purposes
of the AIM Rules) and/or 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and its
securities, it confirms that it has received such information within the AIM
Rules and the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii) unlawfully
disclosed inside information and/or price sensitive information to any person,
prior to the information being made publicly available;
33. its commitment to acquire Placing Shares on the terms set out in this
Announcement 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 SP Angel's conduct of the Placing;
34. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of acquiring
the Placing Shares. It further acknowledges that it is experienced in investing
in securities of this nature and is aware that it may be required to bear, and
is able to bear, the economic risk of, and is able to sustain, a complete loss
in connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
35. the Company, SP Angel and others will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements,
which are given to SP Angel on its own behalf and on behalf of the Company and
are irrevocable;
36. if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it has full power and authority to make, and does make,
the foregoing representations, warranties, acknowledgements, agreements and
undertakings on behalf of each such account(s);
37. time is of the essence as regards its obligations under this Appendix;
38. 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 SP
Angel;
39. the Placing Shares will be issued subject to the Company's articles of
association and the terms and conditions set out in this Appendix; and
40. this Appendix and all documents into which this Appendix is incorporated
by reference or otherwise validly forms a part will be governed by and
construed in accordance with English law. All agreements to acquire shares
pursuant to the Bookbuild and/or the Placing will be governed by English law
and the English courts shall have exclusive jurisdiction in relation thereto
except that proceedings may be taken by the Company or SP Angel 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, SP Angel and each of
their respective affiliates and each of their and their respective affiliates'
agents, directors, officers and employees, respectively, harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings given by the Placee
in this Appendix and further agrees that the provisions of this Appendix shall
survive both: (i) termination of the Placing prior to Admission; and (ii)
Admission and completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the UK relates only to their allotment and issue to Placees, or
such persons as they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to transfer the Placing
Shares into a clearance service. If there were any such arrangements, or the
settlement related to other dealings in the Placing Shares, stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor SP Angel
would be responsible. If this is the case, it would be sensible for Placees to
take their own advice and they should notify SP Angel accordingly. In addition,
Placees should note that they will be liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares and each Placee, or the Placee's nominee, in respect 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 non-UK stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any interest
and penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and SP Angel in the event that either the
Company and/or SP Angel have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to SP Angel for itself and the Company and are
irrevocable.
SP Angel is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Bookbuild, the Placing and Admission and will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
Bookbuild or the Placing and will not be responsible to anyone (including
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild or the Placing or
other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that SP
Angel does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings, acknowledgements or agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that SP Angel may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with SP
Angel, any money held in an account with SP Angel 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 relevant rules and regulations of the FCA which
therefore will not require SP Angel to segregate such money, as that money will
be held by it under a banking relationship and not as trustee.
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 and persons needing
advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. SP Angel
will notify Placees and any persons acting on behalf of the Placees of any
changes.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Definitions
In this Announcement (including the Appendix), save where the context requires
otherwise:
Bookrunner or SP Angel SP Angel Corporate Finance LLP
Group the Company and its subsidiaries and Group Company and any
member of the Group
Placing Shares the Ordinary Shares to be issued and allotted pursuant to the
Placing
Ordinary Shares ordinary shares of 5 pence each in the capital of the Company
END
(END) Dow Jones Newswires
June 22, 2018 02:00 ET (06:00 GMT)
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