THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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 £13.0 million, Notice of General Meeting and
SPMP Project Update
Tri-Star announces a proposed conditional placing to raise £13.0
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 £13 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 £10.5 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 £13.0 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
£13.0 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 £10.5 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 Officer |
Email:
ceo@tri-starresources.com |
SP Angel Corporate Finance (Nomad
and broker) |
Tel: +44 (0) 20 3470 0470 |
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 APPENDIX) (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 AMENDMENTS 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 AMENDED (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 APPENDIX) 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.
APPENDIX
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 £13.0 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 £10.5 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 |