TIDMYCA
RNS Number : 9024N
Yellow Cake PLC
27 September 2023
27 September 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE,
THE CAYMAN ISLANDS, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
PURSUANT TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING
COMMISSION (THE "CFTC") IN CONNECTION WITH POOLS WHOSE PARTICIPANTS
ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM
FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH
THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING
IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING
MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED
THIS NOTICE OR ANY OFFERING MEMORANDUM FOR THIS POOL.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended ("MAR"). Upon publication of this
announcement, the inside information is now considered to be in the
public domain for the purposes of MAR.
YELLOW CAKE PLC
PROPOSED PURCHASE OF URANIUM AND PLACING OF NEW ORDINARY
SHARES
Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"), a
specialist company operating in the uranium sector founded by
Bacchus Capital Advisers ("Bacchus"), today announces its intention
to conduct a non-pre-emptive placing of new ordinary shares in the
Company ("Ordinary Shares") to raise gross proceeds of up to
approximately US$ 125 million (equivalent to approximately GBP 103
million) at the Placing Price (as defined below) (the
"Placing").
The Placing will be conducted through an accelerated bookbuild
which will be launched immediately following this announcement (the
"Announcement") and will be made available to new and existing
eligible institutional investors (the "Bookbuild"). The Placing is
subject to the Terms and Conditions set out in the Appendix to this
Announcement.
Cantor Fitzgerald Canada Corporation ("Cantor"), Canaccord
Genuity Limited ("Canaccord") and Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg"), are acting as joint bookrunners
(together being the "Joint Bookrunners") on the Placing. Bacchus is
acting as Financial Adviser in connection with the Placing.
The Ordinary Shares will be placed at the fixed price of GBP
5.50 per Placing Share (as defined below) (the "Placing Price").
The final number of Ordinary Shares placed (the "Placing Shares")
will be determined following the close of the Bookbuild. The
Company and the Joint Bookrunners reserve the right to adjust the
gross proceeds to be raised under the Placing. The Placing is being
conducted utilising the authorities granted at the annual general
meeting of the Company held on 6 September 2023 to allot Ordinary
Shares in the Company on a non-pre-emptive basis.
Highlights of the Placing
-- Intention to conduct a non-pre-emptive placing to raise gross
proceeds of up to approximately US$ 125 million (equivalent to
approximately GBP 103 million) at a price of GBP 5.50 per Placing
Share .
-- The proceeds of the Placing will be used to:
-- fund the purchase of approximately 1.5 million pounds ("lbs")
of physical uranium ("U(3) O(8) "), fully utilising the Company's
purchase option for the calendar year 2023 under the Company's
agreement with JSC National Atomic Company Kazatomprom
("Kazatomprom") (the "Kazatomprom Framework Agreement") at a price
of US$ 65.50 /lb; and
-- pay certain costs associated with the Placing and for working
capital and general corporate purposes and to potentially fund
opportunistic purchases of additional uranium for value at the
Company's discretion.
-- Implied Proforma Net Asset Value at the proposed U(3) O(8)
purchase price is GBP1,089.0 million, equivalent to GBP 5.50 per
Ordinary Share.
-- Implied Net Asset Value at the spot U(3) O(8) price as of 26
September 2023 of US$70.50/lb is GBP1,171.1 million, equivalent to
GBP5.91 per Ordinary Share.
-- The U(3) O(8) being purchased in this transaction represents
material allocated under Yellow Cake's 2023 purchase option with
Kazatomprom. Delivery of the material purchased pursuant to the
2023 Kazatomprom option is anticipated to be received in H1
2024.
-- The Kazatomprom offer price of US$65.50/lb represents a 7.1%
discount to the current spot price of US$70.50/lb (as at 26
September 2023).
-- The Company believes that the current level of the uranium
price offers a compelling buying opportunity:
-- The uranium spot price has strengthened significantly in
2023, rising to US$70.50/lb. The spot price trend through to the
end of the year is expected to continue to be influenced by global
economic conditions, as well as increasing investor confidence in
the emerging role of nuclear power as a clean energy source,
including new construction, reactor lifetime extensions and
expectations on small modular reactors.
-- Term contracting volumes in 2023 are expected to exceed those
seen in 2022, as nuclear utilities strive to secure future fuel
needs. The market is also seeing a diversification of sources to
reduce future dependence on nuclear fuel supplies from Russia as
energy security becomes a global theme. Three- and five-year
contracts for uranium currently stand at US$65.00/lb and
US$70.25/lb respectively. There are currently 436 operable reactors
globally, and 170 new reactors either under construction or
planned. In addition, multiple nations are extending the lives of
their nuclear reactor fleet, including the U.S., in a bid to ensure
energy security. In both instances, these strategies are increasing
the projected demand for U(3) O(8.) Increased uranium term prices
can be anticipated as term contract demand rises.
Andre Liebenberg, Chief Executive Office of Yellow Cake,
commented:
"We continue to have confidence in the long-term outlook for
uranium and believe now is the right time to take up our 2023
option with Kazatomprom in full. This option, which we negotiated
ahead of our IPO in 2018, allows us to purchase up to US$100
million of uranium every year until 2027. By raising capital now,
we will materially increase our current uranium holdings in line
with our strategy. The supply demand fundamentals influencing the
uranium price have strengthened even further, with rising
production costs and utilities re-stocking representing additional
drivers to the investment case."
Background to the Placing
Corporate Background:
Yellow Cake is a specialist company operating in the uranium
sector with a view to holding physical uranium for the
long-term.
Yellow Cake was founded on the fundamental premise that uranium,
as a commodity, is structurally mispriced and that the incentive
price required for new mines to be developed and constructed is
higher than the current spot price. This misalignment in pricing
has resulted, and is continuing to result, in a lack of investment
in new uranium supply, which may potentially result in a looming
supply gap, as demand for nuclear power as a low-carbon baseload
source continues to increase against a flat or declining uranium
supply. 2023 saw increasing focus on nuclear as a low-carbon
baseload power source, with governments seeking to reduce their
reliance on both coal and Russian fuels.
Yellow Cake is differentiated from its peers by the ten-year
Kazatomprom Framework Agreement for the supply of U(3) O(8) with
Kazatomprom, the world's largest uranium producer. Under the
Kazatomprom Framework Agreement, Yellow Cake has the option to
purchase up to US$100 million of U(3) O(8) each year for a period
of nine years, starting from the Company's IPO in 2018. In 2021,
Yellow Cake raised a total of US$375.1 million and inclusive of
fully exercising its option under the Kazatomprom Framework
Agreement, acquired a total of 8.35 million lb of U(3) O(8) . In
February 2023, Yellow Cake raised approximately US$75 million and
via partially exercising its 2022 option under the Kazatomprom
Framework Agreement, acquired a total of 1.35 million lb of U(3)
O(8) . The U(3) O(8) being purchased in this proposed transaction
represents material allocated under Yellow Cake's 2023 option with
Kazatomprom. The Company continues to believe that the structural
misalignment of supply and demand in the uranium market points to
uranium prices increasing from present levels.
Yellow Cake currently holds 18.81 million lb of U(3) O(8) , with
a further 1.35 million lb of U(3) O(8) expected to be delivered in
relation to the 2022 Kazatomprom option by 30 September 2023. All
of this material will be held in storage in Canada and France.
Delivery of the 2023 Kazatomprom option purchased material is
anticipated in 2024.
At the annual general meeting held on 6 September 2023, the
Company received shareholder approval to issue an aggregate of up
to 57,813,606 shares to raise proceeds to fund the exercise of its
option under the Kazatomprom Framework Agreement to purchase up to
US$100 million of U(3) O(8) in the relevant calendar year, to make
purchases of uranium should it be able to identify value accretive
purchase opportunities and for general corporate purposes.
On 20 September 2023, a purchase price for U(3) O(8) of
US$65.50/lb was proposed to the Company by Kazatomprom (using
market indicators) for the 2023 option to purchase U(3) O(8) under
the terms and conditions of the Kazatomprom Framework Agreement
(the "Kazatomprom Purchase"). The Company has until 4 October 2023
to fund the purchase, which enables the Company to transact on U(3)
O(8) at an undisturbed price. The price of US$65.50/lb represents a
7.1% discount to the current spot price of US$70.50/lb (as at 26
September 2023).
Use of Proceeds
The Company primarily intends to use the proceeds of the Placing
to fund the Kazatomprom Purchase. In addition, the Company will
retain sufficient proceeds of the Placing to pay certain costs
associated with the Placing, for working capital and general
corporate purposes and to fund opportunistic purchases of U(3) O(8)
for value in the spot market.
URC Option
In connection with the Subscription Agreement entered into at
the time of the Company's IPO, the Company has granted Uranium
Royalty Corporation ("URC") an option to acquire between US$2.5
million and US$10 million worth of U(3) O(8) per year in each of
the nine calendar years commencing on 1 January 2019, up to a
maximum aggregate amount over such nine year period of US$31.25
million worth of U(3) O(8) . The price to be paid by URC in the
event it exercises its option would be the same price as that which
would be payable if the Company were to exercise its rights under
the Kazatomprom Framework Agreement to acquire the relevant
quantity of U(3) O(8) from Kazatomprom at the relevant time. If URC
exercises its option during 2023, the Company will purchase the
U(3) O(8) to be delivered to URC pursuant to the option or may
deliver it from its own holdings. The price at which URC is
entitled to purchase the relevant U(3) O(8) under the option may
differ from the price paid by the Company.
Details of the Placing
Cantor, Canaccord and Berenberg will commence the Bookbuild in
respect of the Placing with immediate effect.
The Placing is subject to the terms and conditions set out in
the appendix to this Announcement (the "Appendix").
The final number of Placing Shares to be issued will be
determined following the close of the Bookbuild. The Placing Shares
will, when issued, be credited as fully paid and rank pari passu in
all respects with the existing issued ordinary shares of the
Company.
The timing of the close of the Bookbuild, as well as allocation
of the Placing Shares, are at the discretion of the Joint
Bookrunners and the Company. The results of the Placing will be
announced as soon as practicable following the close of the
Bookbuild.
The Appendix to this announcement (which forms part of this
announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
The Company has shareholder authority to issue up to 57,813,606
Placing Shares in aggregate under the Placing.
Net Asset Value Update
Yellow Cake's estimated proforma net asset value on 26 September
2023 was GBP5.91 per share or US$1,436.0 million, consisting of
20.16 million lb of U(3) O(8) , valued at a spot price of
US$70.50/lb ([1]) and cash and other current assets and liabilities
of US$15.0 million. ([2])
Yellow Cake Estimated Proforma Net Asset Value as at 26
September 2023
--------------------------------------------------------------------------
Units
Investment in Uranium
Uranium oxide in concentrates
("U(3) O(8) ") (A) lb 20,155,601
U(3) O(8) fair value per pound
(1) (B) US$/lb 70.50
(A) x (B)
U(3) O(8) fair value = (C) US$ m 1,421.0
------------
Cash and other net current
assets/(liabilities) (2) (D) US$ m 15.0
(C) + (D)
Net asset value in US$ m = (E) US$ m 1,436.0
------------
Exchange Rate ( [3]) (F) USD/GBP 1.2261
(E) / (F)
Net asset value in GBP m = (G) GBP m 1,171.1
Number of shares in issue
less shares held in treasury
( [4]) (H) 198,156,447
Net asset value per share (G) / (H) GBP/share 5.91
---------------------------------- ----------- ----------- ------------
At a price of US$65.50/lb, the price at which Kazatomprom
proposed to sell up to US$100 million of uranium to the Company
under the terms of the Kazatomprom Framework Agreement, Yellow
Cake's estimated proforma net asset value on 26 September 2023 was
GBP5.50 per share or US$1,335.2 million , based on 20.16 million lb
of U(3) O(8) and cash and other current assets and liabilities of
US$15.0 million. (2)
Yellow Cake Estimated Proforma Net Asset Value as at 26
September 2023 at the Kazatomprom exercise price
--------------------------------------------------------------------------
Units
Investment in Uranium
Uranium oxide in concentrates
("U(3) O(8) ") (A) Lb 20,155,601
U(3) O(8) fair value per pound
(1) (B) US$/lb 65.50
(A) x (B)
U(3) O(8) fair value = (C) US$ m 1,320.2
------------
Cash and other net current
assets/(liabilities) (2) (D) US$ m 15.0
(C) + (D)
Net asset value in US$ m = (E) US$ m 1,335.2
------------
Exchange Rate (3) (F) USD/GBP 1.2261
(E) / (F)
Net asset value in GBP m = (G) GBP m 1,089.0
Number of shares in issue
less shares held in treasury
(4) (H) 198,156,447
Net asset value per share (G) / (H) GBP/share 5.50
---------------------------------- ----------- ----------- ------------
ENQUIRIES:
Yellow Cake plc
Andre Liebenberg, CEO Carole Whittall, CFO
Tel: +44 (0) 153 488 5200
Joint Bookrunner: Cantor
Graham Moylan James Mazur
Tel: +001 416 350 3671
Joint Bookrunner and NOMAD:
Canaccord Genuity
Henry Fitzgerald-O'Connor James Asensio
Tel: +44 (0) 207 523 8000
Joint Bookrunner: Berenberg
Matthew Armitt Jennifer Lee
Tel.: +44 (0) 203 207 7800
Financial Adviser: Bacchus
Peter Bacchus Shea O'Callaghan
Tel: +44 (0) 203 848 1640
Media & Investors: Powerscourt
Peter Ogden
Tel: +44 (0) 779 3 85 8211
Yellow Cake plc's registered office is located at: 3rd Floor,
Gaspé House, 66-72 The Esplanade, St Helier, Jersey JE1 2LH .
Further information on the Company, its directors and management,
share capital and financial information in respect of the Company
and its dealings may be found on its website
(https://www.yellowcakeplc.com/) and in its annual report for the
year ending 31 March 2023
(https://www.yellowcakeplc.com/wp-content/uploads/2023/07/Yellow-Cake-IR-2023_Interactive.pdf).
Canaccord, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and is acting
exclusively for the Company as joint bookrunner and no-one else in
connection with the Placing and the matters referred to in this
Announcement, and will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
transaction or arrangement referred to in this Announcement.
Cantor, which is authorised and regulated by the Financial
Industry Regulatory Authority ("FINRA"), is acting exclusively for
the Company as joint bookrunner and no-one else in connection with
the Placing and the matters referred to in this Announcement, and
will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any transaction
or arrangement referred to in this Announcement.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority, and in the UK, authorised
and regulated by the FCA, firm reference number 959302, is acting
exclusively for the Company as joint bookrunner in connection with
the Placing and the matters referred to in this Announcement.
Berenberg will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
transaction or arrangement referred to in this Announcement.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below. The Appendix to this
Announcement (which forms part of this Announcement) sets out the
terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings
contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Canada, Australia, Hong Kong, Singapore,
the Cayman Islands, South Africa or Japan or to any persons in any
of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of
such jurisdiction or to any persons in any of those jurisdictions.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Canada, Australia, Hong Kong,
Singapore, the Cayman Islands, South Africa or Japan or any other
state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares referred to herein have not been, and will
not be, registered under the United States Securities Act of 1933,
(the "U.S. Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered or sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly
in, into or within the United States absent registration under the
U.S. Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. No public offering of the shares referred to in this
Announcement is being made in the United States.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Placing Shares are being offered and sold by the Company (i)
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act and (ii) to
a limited number of "qualified institutional buyers" (as such term
is used in Rule 144A under the Securities Act) in the United States
in non-public transactions in reliance on Section 4(a)(2) of the
Securities Act.
The Company has not been, and will not be, registered under the
U.S. Investment Company Act of 1940 and investors will not be
entitled to the benefits of that Act. All offers of Placing Shares
will be made pursuant to an exemption from the requirement to
produce a prospectus under the Prospectus Regulation (Regulation
(EU) 2017/1129) (the "Prospectus Regulation") in relevant member
states of the European Economic Area ("EEA") and under the
Prospectus Regulation, as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation"). This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000
("FSMA") does not apply. Members of the public are not eligible to
take part in the Placing.
This announcement is being distributed only to, and is directed
only at: (a) if in the United Kingdom, persons who are "qualified
investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation who (i) are "investment professionals" specified in
Article 19(5) of the Financial Services and Markets Act (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) fall
within Article 49(2)(a) to (d) of the Order (and only where the
conditions contained in those Articles have been, or will at the
relevant time be, satisfied); (b) if in the EEA, persons in member
states who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation ("Qualified Investors"); and (c)
persons to whom it may otherwise be lawfully communicated, (all
such persons together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons who
are not Relevant Persons in the United Kingdom and in any member
state of the EEA. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons in
the United Kingdom and in any member state of the EEA, and will be
engaged in only with such persons.
Note to Investors in Canada
The offering of Placing Shares in Canada or to persons subject
to Canadian securities laws is being made only to 'permitted
clients' as defined in National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations under
the "accredited investor" exemption to the prospectus requirement
as set out in Section 2.3 of National Instrument 45-106 -
Prospectus Exemptions (such a place, a "Canadian Purchaser"). This
Announcement, including this Appendix, is being delivered solely,
and for the confidential use of only the Canadian Purchasers
identified by a Joint Bookrunner to evaluate an investment in the
Placing Shares. The information contained within this Announcement
does not constitute an offer in Canada to any other person, or a
general offer to the public, or a general solicitation from the
public, to subscribe for or purchase the Placing Shares. The
distribution of this Announcement and the offer and sale of Placing
Shares in certain of the Canadian provinces may be restricted by
law. Persons into whose possession this Announcement comes must
inform themselves about and observe any such restrictions.
Any distribution made in Canada will be made in reliance upon an
exemption from the prospectus requirement of applicable Canadian
securities laws. Accordingly, placees do not receive the benefits
associated with a subscription for securities issued pursuant to a
prospectus, including the review of offering materials by any
securities regulatory authority. No securities commission or
similar securities regulatory authority in Canada has reviewed or
in any way passed upon this Announcement or the merits of the
Placing Shares and any representation to the contrary is an offence
under the applicable Canadian securities laws. Moreover, the
Placing Shares will be subject to resale restrictions in accordance
with National Instrument 45-102 - Prospectus Exempt Distributions
and, because the Company is not a reporting issuer in any province
or territory of Canada, such resale restrictions may never expire,
and if no further statutory exemption may be relied upon and if no
discretionary order is obtained, the resale restrictions could
result in the Canadian Purchaser having to hold the Placing Shares
for an indefinite period of time.
Notice to Investors in Australia
This Announcement is not a prospectus, product disclosure
statement or other disclosure document under the Corporations Act
2001 (Cth) (the "Corporations Act") or any other Australian law and
is not required to, and does not, contain all the information which
would be required in a disclosure document under Australian law.
This Announcement has not been and will not be lodged or registered
with the Australian Securities and Investments Commission or any
other regulator in Australia.
In Australia, the Placing Shares may be sold only to
sophisticated investors or professional investors as those terms
are defined in sub-sections 708(8) and 708(11) of the Corporations
Act. The Placing Shares must not be offered for sale in Australia
in the period of 12 months after their respective dates of issue,
except in circumstances where disclosure to investors under Chapter
6D of the Corporations Act would not be required pursuant to an
exemption under section 708 or 708A of the Corporations Act or
where the offer is pursuant to a disclosure document which complies
with Chapter 6D of the Corporations Act. Any person acquiring
Placing Shares must observe such Australian on-sale
restrictions.
Notice to Investors in Hong Kong
This Announcement has not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in
relation to the Placing. If you are in any doubt about any of the
contents of this Announcement, you should obtain independent
professional advice.
The Placing Shares have not been offered or sold and will not be
offered or sold in Hong Kong, by means of any document, other than
(a) to "professional investors", as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under
that Ordinance or (b) in other circumstances which do not result in
this Announcement being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provision) Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance, and no advertisement, invitation or
document relating to the Placing Shares, which is directed at, or
the contents of which are likely to be accessed or read by, the
public in Hong Kong has been or will be issued or may be in the
possession of any person for the purpose of issue, whether in Hong
Kong or elsewhere (except if permitted to do so under the
securities laws of Hong Kong), other than with respect to the
Placing Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made under that Ordinance.
Notice to Investors in Singapore
This Announcement has not been registered and will not be
registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Announcement and any other document or
material in connection with the offer or sale, or invitation for
subscription or purchase, of the Placing Shares may not be
circulated or distributed, nor may the Placing Shares be offered or
sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore
other than: (i) to an institutional investor (as defined in Section
4A of the Securities and Futures Act 2001 of Singapore (the "SFA")
pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the SFA, in each case subject to compliance with
conditions set forth in the SFA. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire the
Placing Shares. As such, investors are advised to consider
carefully whether the investment is suitable for them and seek
independent professional advice to acquaint themselves with the SFA
provisions relating to resale restrictions in Singapore and comply
accordingly. As of the date of this Announcement, the Issuer has
not determined the classification of the Placing Shares under
Sections 309B(1)(a) and 309B(1)(c) of the SFA. Accordingly, and
pursuant to Regulations 2 and 3 of the Securities and Futures
(Capital Markets Products) Regulations 2018 (the "SF(CMP)R"), the
Placing Shares may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may this Announcement
or any other document or material in connection with the offer or
sale or invitation for subscription or purchase of any Placing
Shares be circulated or distributed, whether directly or
indirectly: (i) to any person in Singapore other than to an
institutional investor, an expert investor or an accredited
investor (each as defined under Section 4A of the SFA) or any other
person that is not an individual in accordance with the conditions
specified in the SFA and the SF(CMP)R; or (ii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Cautionary statements
This Announcement may contain and the Company may make
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. 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. Any forward looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Statements contained in this Announcement
regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the
future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast. This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that
may be associated with an investment in the Placing Shares. Any
investment decisions to buy Placing Shares in the Placing must be
made solely on the basis of publicly available information, which
has not been independently verified by the Joint Bookrunners. The
Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
Investing in the Placing Shares involves a substantial degree of
risk. In making an investment decision, investors must perform
their own investigation and analysis of the Company and the terms
of the Placing, including the merits and risks involved.
Prospective purchasers should not construe anything in this
Announcement as legal, business or tax advice. Each prospective
purchaser should consult its own advisors as needed to make its
investment decision and to determine whether it is legally
permitted to purchase the Placing Shares under applicable legal
investment or similar laws or regulations.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to
professional clients and eligible counterparties (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment for the Placing
Shares, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offering of the Placing Shares.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the UK Product Governance Requirements; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF
THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; (B) IN THE UNITED KINGDOM,
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
PROSPECTUS REGULATION WHO (I) ARE "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE
THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT
THE RELEVANT TIME BE, SATISFIED); (C) PERSONS THAT ARE RESIDENTS OF
CANADA OR OTHERWISE SUBJECT TO THE SECURITIES LAWS OF CANADA WHICH
ARE "PERMITTED CLIENTS" AS DEFINED IN NATIONAL INSTRUMENT 31-103 -
REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT
OBLIGATIONS; (D) IN AUSTRALIA, ARE SOPHISTICATED INVESTORS OR
PROFESSIONAL INVESTORS AS THOSE TERMS ARE DEFINED IN SUB-SECTIONS
708(8) AND 708(11) OF THE CORPORATIONS ACT; (E) IN HONG KONG, ARE
PROFESSIONAL INVESTORS AS DEFINED IN THE SECURITIES AND FUTURES
ORDINANCE (CAP 571) OF HONG KONG AND ANY RULES MADE UNDER THAT
ORDINANCE; (F) IN SINGAPORE, ARE INSTITUTIONAL INVESTORS AS SUCH
TERM IS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT
2001 OF SINGAPORE; OR (G) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE NOT DIRECTED TO OR
OTHERWISE BEING OFFERED TO THE PUBLIC IN THE CAYMAN ISLANDS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, HONG KONG, SINGAPORE, THE CAYMAN ISLANDS, SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, (THE "SECURITIES
ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED 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 SECURITIES ARE BEING OFFERED AND SOLD BY THE COMPANY (I)
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN,
AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (II) TO
A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS SUCH TERM
IS USED IN RULE 144A UNDER THE SECURITIES ACT) IN THE UNITED STATES
IN NON-PUBLIC TRANSACTIONS IN RELIANCE ON SECTION 4(A)(2) OF THE
SECURITIES ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940 AND
INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER ANY SECURITIES LAWS OF ANY PROVINCE OR TERRITORY
OF CANADA (WHERE THE PLACING SHARES WILL BE ISSUED PURSUANT TO AN
EXEMPTION FROM THE PROSPECTUS REQUIREMENT), AUSTRALIA, HONG KONG,
SINGAPORE, THE CAYMAN ISLANDS, SOUTH AFRICA OR JAPAN NOR IN ANY
COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM WITHOUT DOING
DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
ACCORDINGLY, THE PLACING SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED
EXCEPTIONS, BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE CAYMAN
ISLANDS, SOUTH AFRICA OR JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY PERSON IN, OR ANY NATIONAL, CITIZEN OR RESIDENT OF THE
UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE CAYMAN
ISLANDS, SOUTH AFRICA OR JAPAN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings contained in, this Appendix.
In particular each such Placee represents, warrants and
acknowledges 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. it is and, at the time the Placing Shares are acquired, will
be either (a) outside the United States and acquiring the Placing
Shares in an "offshore transaction" in accordance with Regulation S
under the Securities Act ("Regulation S") or (ii) a "qualified
institutional buyer" ("QIB") as defined in Rule 144A under the
Securities Act who has duly executed a US investor letter in the
form provided to it and delivered the same to the Company and the
Joint Bookrunners; and
3. if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation or the UK Prospectus
Regulation, as applicable, any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale to Qualified
Investors in a member state of the EEA which has implemented the
Prospectus Regulation, or in the UK, as applicable, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale.
For the purposes of this Appendix, Cantor, Canaccord and
Berenberg are each a "Joint Bookrunner" and together the "Joint
Bookrunners".
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the Securities Act or the applicable laws of
other jurisdictions.
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 or written offer to take up Placing Shares is deemed
to have read and understood this Announcement in its entirety and
to be making such offer on the terms and conditions contained
herein and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained herein.
Details of the Placing Agreement
The Joint Bookrunners have agreed to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price on the terms and subject to the conditions set
out in a placing agreement entered into between the Company and the
Joint Bookrunners on 27 September 2023 (the "Placing
Agreement").
Pursuant to the terms of the Placing Agreement, the Placing is
subject to certain conditions (including, inter alia, Admission).
The Joint Bookrunners have the right to terminate the Placing
Agreement in certain circumstances. Further details of the Placing
Agreement are set out below.
The Placing Shares
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Company's existing ordinary shares ("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.
Application for admission to trading
Applications will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM ("Admission"). It is expected
that Admission will take place and dealings in the Placing Shares
will commence on AIM at 8.00 a.m. (London time) on 2 October 2023
(or such later date as may be agreed between the Company and the
Joint Bookrunners).
Bookbuild
The Joint Bookrunners will today commence a bookbuilding process
in respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Cantor, Canaccord and Berenberg are acting as joint
bookrunners in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and their
affiliates are entitled to enter bids in the Bookbuild and
participate in the Placing as principal.
3. The Placing shall be conducted by way of fixed price
accelerated bookbuild to establish the number of Placing Shares to
be allocated to Placees, which will comprise the allocation of
Placing Shares.
4. The Bookbuild will commence on the release of this
Announcement and will close at a time to be determined by the Joint
Bookrunners in their absolute discretion (after consultation with
the Company). The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of the Joint Bookrunners, will
not be capable of variation or revocation after the time at which
it is submitted.
6. The number of Placing Shares to be issued pursuant to the
Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild but, in any event,
will not be more than 57,813,606. The number of Placing Shares to
be issued and allotted pursuant to the Placing will be announced
once the Bookbuild has closed.
7. Each Placee will be required to pay an amount equal to the
Placing Price in respect of each Placing Share issued to it.
8. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at Cantor, Canaccord or
Berenberg. Each bid should state the number of Placing Shares which
a prospective Placee wishes to acquire at the Placing Price
ultimately established by the Company and the Joint Bookrunners.
Bids may be scaled down by the Joint Bookrunners on the basis
referred to below. The Joint Bookrunners are arranging the Placing
as agents of the Company.
9. Each Placee's allocation will be determined by the Company
and the Joint Bookrunners in their absolute discretion and
confirmed orally by Cantor, Canaccord or Berenberg (each as an
agent of the Company) to the relevant Placee and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. Cantor, Canaccord or Berenberg's oral
confirmation to a Placee will constitute a legally binding
commitment by the Placee concerned, in favour of Cantor, Canaccord,
Berenberg and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Placing Price on
the terms and subject to the conditions set out in this Appendix
and the Company's articles of association (the "Articles"). Each
Placee has an immediate, separate, irrevocable and binding
obligation owed to the Joint Bookrunners (as agents for and on
behalf of the Company) to pay in cleared funds at the relevant time
in accordance with the requirements set out below under
"Registration and settlement", an amount equal to the product of
the Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for.
10. The Company and the Joint Bookrunners reserve the right (i)
to scale back the number of Placing Shares to be subscribed for by
any Placee in the event of the Placing being over-subscribed; and
(ii) not to accept offers for Placing Shares or to accept such
offers in part rather than in full. The Company reserves the right
to amend the amount to be raised pursuant to the Placing, in
agreement with the Joint Bookrunners. The Company will release an
announcement following the close of the Bookbuild, detailing the
aggregate number of Placing Shares to be issued.
11. The Company and the Joint Bookrunners reserve the right to
increase or decrease the gross proceeds to be raised under the
placing.
12. Each Placee's allocation and commitment will be evidenced by
a contract note or trade confirmation issued to such Placee by
Cantor, Canaccord or Berenberg. The terms of this Appendix will be
deemed incorporated therein.
13. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
14. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Bookbuild and Placing is/are confirmed, settlement
of 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".
15. All obligations under the Bookbuild and the Placing will be
subject to fulfilment of or (where applicable) waiver of, amongst
other things, 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".
16. By participating in the Bookbuild and the Placing, each
Placee agrees that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
17. The Company has authority to allot the Placing Shares and to
disapply pre-emption rights in relation to the Placing Shares and
therefore shareholder approval is not required for the Placing.
18. To the fullest extent permissible by law, none of Cantor,
Canaccord or Berenberg nor any of their respective affiliates nor
any of their or their respective affiliates' agents, members,
partners (persönlich haftende Gesellschafter), 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
connection with the Placing or the Bookbuild.
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 the Joint Bookrunners under the Placing
Agreement in respect of the Placing are conditional on, inter
alia:
1. the Company having complied with all of its obligations under
the Placing Agreement (to the extent such obligations fall to be
performed prior to Admission);
2. none of the warranties given by the Company in the Placing
Agreement being or having become untrue, inaccurate or misleading
in any respect by reference to the facts and circumstances existing
at the relevant time;
3. in the opinion of the Joint Bookrunners, there having been no
material adverse change, whether or not foreseeable at the date of
this Agreement, in or any development reasonably likely to involve
a prospective material adverse change in or affecting, the
condition (financial, operational, legal or otherwise) or the
earnings or business affairs or business prospects of the Company,
including a material reduction in the U(3) O(8) spot price, whether
or not arising in the ordinary course of business, unless and to
the extent that the Joint Bookrunners jointly waive such condition;
and
4. Admission occurring by no later than 8.00 a.m. on 2 October 2023,
(the "Conditions").
The Joint Bookrunners 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 on 3.00 p.m. on 10 October 2023. Any such
extension will not affect Placees' commitments as set out in this
Appendix.
Subject to the following paragraph, if any of the Conditions are
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 the Joint Bookrunners may agree, being not later
than 3.00 p.m. on 10 October 2023), or the Placing Agreement is
terminated in accordance with its terms (as to which, see
"Termination of the Placing" 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.
The Joint Bookrunners may, at their absolute discretion and upon
such terms as they consider appropriate, waive fulfilment of all or
any of the Conditions in whole or in part (to the extent permitted
by law or regulation). Any such waiver will not affect Placees'
commitments as set out in this Appendix.
Neither the Company, Cantor, Canaccord nor Berenberg, their
respective affiliates or their or their respective affiliates'
agents, members, partners (persönlich haftende Gesellschafter),
directors, officers or employees 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 Conditions to the Placing nor for any decision
any of them may make as to the satisfaction of any Conditions or in
respect of the Placing generally and by participating in the
Bookbuild and the Placing each Placee agrees that any such decision
is within the absolute discretion of the Joint Bookrunners and the
Company. Placees will have no rights against Cantor, Canaccord,
Berenberg, the Company or any of their respective members,
directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Right to terminate under the Placing Agreement
The Joint Bookrunners (following consultation with the Company
to the extent reasonably practicable in the circumstances) may in
their absolute discretion terminate the Placing Agreement by giving
notice to the Company in certain circumstances at any time up to
Admission, including, inter alia:
1. the warranties given by the Company in the Placing Agreement
having become untrue, inaccurate or misleading in any respect by
reference to the facts and circumstances existing at the relevant
time; or
2. the occurrence, in the opinion of any of the Joint
Bookrunners (acting in good faith), of any material adverse change
in, or any development which would reasonably be expected to
involve a prospective material adverse change in or affecting, the
condition (financial, operational, legal or otherwise), earnings or
business affairs or business prospects of the Company, including a
material reduction in the U(3) O(8) spot price, whether or not
arising in the ordinary course of business; or the occurrence of
certain force majeure events.
Notice of termination may be communicated by any of the Joint
Bookrunners as soon as practicable to any director of the Company
orally, by fax, by email or otherwise and announced to a Regulatory
Information Service.
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.
Each Placee agrees with the Company and the Joint Bookrunners
that the exercise by the Company, Cantor, Canaccord or Berenberg 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, Cantor, Canaccord or Berenberg (as the
case may be) and that neither the Company, Cantor, Canaccord nor
Berenberg need make any reference to such Placee and that none of
the Company, Cantor, Canaccord or Berenberg, their respective
affiliates or their or their respective affiliates' agents,
members, partners (persönlich haftende Gesellschafter), 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 making a bid and participating in the Bookbuild, 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 of its allocation by Cantor,
Canaccord or Berenberg.
No Prospectus
No prospectus, admission document or other offering document has
been or will be submitted to be approved by the FCA in relation to
the Bookbuild or the Placing, and Placees' commitments will be made
solely on the basis of publicly available information and subject
to this Appendix and any further terms set forth in the contract
note or trade confirmation sent to individual Placees. Each Placee,
by participating in the Bookbuild and the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information, representation, warranty or statement made by or
on behalf of any of the Company or the Joint Bookrunners other than
publicly available information and none of the Joint Bookrunners or
the Company nor any person acting on their behalf nor any of their
affiliates has or shall have any liability for any Placee's
decision to participate in the Bookbuild and 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 by that person.
Lock up
As part of the Placing, the Company has agreed that it will not,
inter alia, issue or sell any Ordinary Shares for a period of 60
days after Admission without prior consent from the Joint
Bookrunners. This agreement is subject to certain customary
exceptions and does not prevent the Company from granting options
under, and allotting and issuing Ordinary Shares pursuant to
options granted under, the Company's existing employee share
schemes.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BF50RG45) following Admission (as the context requires) will
take place within the CREST system provided that the Joint
Bookrunners reserve that right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements of any relevant jurisdiction.
Settlement through CREST for the Placees will be on a T+2 basis in
respect of the Placing Shares. 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 the Joint
Bookrunners may agree that the Placing Shares should be issued in
certificated form.
1. Each Placee will be sent a contract note or trade
confirmation which will confirm the number of Placing Shares
allocated to them and the aggregate amount owed by them to Cantor,
Canaccord or Berenberg. Each Placee is 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
Cantor, Canaccord or Berenberg or otherwise as Cantor, Canaccord or
Berenberg may direct.
2. 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 two percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
3. If Placees do not comply with their obligations, each of
Cantor, Canaccord and Berenberg (as the case may be) may sell any
or all of their Placing Shares on their behalf and retain from the
proceeds, for its own account and benefit (as agent for the
Company), an amount equal to the Placing Price of each Placing
Share sold plus any interest due. Placees will, however, remain
liable and shall indemnify the Joint Bookrunners on demand 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.
Each Placee confers on Cantor, Canaccord and Berenberg all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully undertake in pursuance of such sale.
4. 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 Bookbuild or the Placing.
5. CREST is a voluntary system and holders of Ordinary Shares
(including Placing Shares) who wish to receive and retain share
certificates will be able to do so. Investors applying for Placing
Shares in the Placing may elect to receive Placing Shares in
uncertificated form, if that investor is a system member (as
defined in the CREST Regulations) with regard to CREST.
Representations and Warranties
By agreeing to subscribe for Placing Shares, each Placee that
enters into a commitment to subscribe for Placing Shares will (for
itself and for any person(s) procured by it to subscribe for
Placing Shares and any nominee(s) for any such person(s)) be deemed
to undertake, represent and warrant to each of the Company and the
Joint Bookrunners at the time of entering into such commitment and
on an ongoing basis until Admission that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and it is not on
any other information given, or representation or statement made at
any time, by any person concerning the Company, the Placing Shares
or the Placing. It agrees that neither the Company nor the Joint
Bookrunners, or any of their respective officers, agents, employees
or affiliates will have any liability for any other information or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or
representation;
2. if the laws of any territory or jurisdiction outside Jersey
or the United Kingdom are applicable to its agreement to subscribe
for Placing Shares under the Placing, it warrants that it has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has
not taken any action or omitted to take any action which will
result in the Company, the Joint Bookrunners or the Registrar or
any of their respective officers, agents, employees or affiliates
acting in breach of the regulatory or legal requirements, directly
or indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Placing;
3. it has carefully read and understands this Announcement in
its entirety and acknowledges that it is acquiring Placing Shares
on the terms and subject to the conditions set out in this Appendix
and the Articles as in force at the date of Admission. Such Placee
agrees that these terms and conditions represent the whole and only
agreement between the Placee, the Company and the Joint Bookrunners
in relation to the Placee's participation in the Placing and
supersede any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Placee agrees that neither
of the Company or the Joint Bookrunners, nor any of their
respective officers, partners (persönlich haftende Gesellschafter)
or directors, will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
4. it has not relied on any of the Joint Bookrunners or any
person affiliated with any of them in connection with any
investigation of the accuracy of any information contained in this
Announcement;
5. it acknowledges that the contents of this Announcement are
exclusively the responsibility of the Company and its Directors and
neither the Joint Bookrunners nor any person acting on their behalf
nor any of their affiliates are responsible for or shall have any
liability for any information, representation or statement
contained in this Announcement or any information published by or
on behalf of the Company and will not be liable for any decision by
a Placee to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
6. it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this Announcement and, if given or made,
any information or representation must not be relied upon as having
been authorised by the Joint Bookrunners or the Company;
7. it is not applying as, nor is it applying as nominee or agent
for, a person who is or may be liable to notify and account for tax
under the Stamp Duty Reserve Tax Regulations 1986 at any of the
increased rates referred to in section 67, 70, 93 or 96 (depository
receipts and clearance services) of the Finance Act 1986;
8. if it is within the United Kingdom, it is a person who is a
"qualified investor" within the meaning of Article 2(e) of the UK
Prospectus Regulation who falls within articles 49(2)(a) to (d) or
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended or is a person to whom the
Placing Shares may otherwise lawfully be offered, or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, that it is a person to whom the Placing Shares may be
lawfully offered under that other jurisdiction's laws and
regulations and is capable of being categorised as a person who is
a "professional client" or an "eligible counterparty" within the
meaning of chapter 3 of the FCA's Conduct of Business
Sourcebook;
9. any offer of Placing Shares may only be directed at persons
in member states of the EEA and the United Kingdom who are
Qualified Investors and represents, warrants and undertakes that it
has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA or the United Kingdom prior to
Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA or the
United Kingdom within the meaning of the Prospectus Regulation;
10. it and any account for which it is acting is either: (i)
outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S or (ii) inside the United States and is a QIB who has
duly executed a US investor letter in a form provided to it and
delivered the same to the Joint Bookrunners or their
affiliates;
11. if it is in Australia, it accepts and acknowledges that this
Announcement is not a prospectus, product disclosure statement or
other offering document under the Corporations Act 2001 (Cth) (the
"Corporations Act") or any other Australian law and will not be
lodged or registered with the Australian Securities and Investments
Commission or any other regulator in Australia;
12. if it is in Australia, it is a "sophisticated investor" or a
"professional investor" as those terms are defined in sub-sections
708(8) and 708(11) of the Corporations Act, respectively;
13. if it is in Hong Kong, it is a "professional investor" as
defined in the Securities and Futures Ordinance (Cap 571 of Hong
Kong) and any rules made under that Ordinance;
14. if it is in Singapore, it is an "institutional investor" as
such term is defined in section 4A of the Securities and Futures
Act 2001 of Singapore;
15. if it is in Canada or otherwise subject to the securities laws of Canada, it:
(a) is a "permitted client" as defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations and a "accredited investor" as defined in
section 1.1 of National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario) (but other than
solely an individual "accredited investor" under paragraph (j), (k)
or (l) of that definition or as an entity created or used solely to
purchase or hold securities under paragraph (m));
(b) has duly executed a Canadian investor letter in a form
provided to it and delivered the same to the Joint Bookrunners;
and
(c) is either purchasing the Placing Shares as principal for its
own account, or is deemed to be purchasing the Placing Shares as
principal in accordance with applicable securities laws.
Accordingly, purchasers of the Placing Shares in Canada or
otherwise subject to the securities laws of Canada do not receive
the benefits associated with a subscription for securities issued
pursuant to a prospectus, including the review of offering
materials by any securities regulatory authority in Canada. No
securities commission or similar securities regulatory authority in
Canada has reviewed or in any way passed upon this Announcement or
the merits of the Placing Shares and any representation to the
contrary is an offence under applicable Canadian securities
laws;
16. neither this Announcement nor any other offering, marketing
or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any
person whom it is procuring to subscribe for Placing Shares
pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made
to it or such person and such documents or materials could lawfully
be provided to it or such person and Placing Shares could lawfully
be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or
other regulatory or legal requirements;
17. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
18. it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing in, from or otherwise involving the United
Kingdom;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
20. if the Placee is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such Placee's agreement to subscribe for Placing
Shares under the Placing and will not be any such person on the
date any such Placing (as applicable) is accepted;
21. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
offering materials concerning the Placing or the Placing Shares to
any persons within a jurisdiction in which it would be unlawful to
do so, nor will it do any of the foregoing;
22. it acknowledges that none of the Joint Bookrunners nor any
of their respective affiliates or any person acting on their behalf
is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing or providing any advice in relation to the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of any Joint Bookrunner and that none of the
Joint Bookrunners has any duties or responsibilities to it for
providing protection afforded to their respective clients or for
providing advice in relation to the Placing;
23. that, save in the event of fraud on the part of any Joint
Bookrunner, or in respect of any liability which cannot be excluded
under FSMA, none of the Joint Bookrunners or their respective
ultimate holding company, nor any direct or indirect subsidiary
undertakings of such holding companies, nor any of their respective
directors, members, partners, partners (persönlich haftende
Gesellschafter), officers and employees shall be responsible or
liable to a Placee or any of its clients for any matter arising out
of any Joint Bookrunner's role as nominated adviser, broker and
bookrunner (as applicable to either Cantor, Canaccord, or
Berenberg) or otherwise in connection with the Placing and that
where any such responsibility or liability nevertheless arises as a
matter of law the Placee and, if relevant, its clients, will
immediately waive any claim against any of such persons which the
Placee or any of its clients may have in respect thereof;
24. it acknowledges that where it is subscribing for Placing
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account: (i) to subscribe
for the Placing Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in this Announcement; and (iii) to receive on
behalf of each such account any documentation relating to the
Placing (as applicable) in the form provided by the Company and/or
the Joint Bookrunners. It agrees that the provision of this
paragraph shall survive any resale of the Placing Shares by or on
behalf of any such account;
25. it irrevocably appoints any Director of the Company and/or
any authorised representative of any Joint Bookrunner to be its
agent and on its behalf (without any obligation or duty to do so),
to sign, execute and deliver any documents and do all acts, matters
and things as may be necessary for, or incidental to, its
subscription for all or any of the Placing Shares for which it has
given a commitment under the Placing, in the event of its own
failure to do so;
26. the exercise by the Joint Bookrunners or the Company of any
rights or obligations under the Placing Agreement shall be within
their absolute discretion and the Joint Bookrunners and the Company
need not have any reference to any Placee and it accepts that if
the Placing does not proceed or the relevant Conditions to the
Placing Agreement are not satisfied for any reason whatsoever then
neither the Joint Bookrunners nor the Company, nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
27. in connection with its participation in the Placing it has
complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
(the "Money Laundering Regulations 2017"), and any other applicable
law concerning the prevention of money laundering and that its
application is only made on the basis that it accepts full
responsibility for any requirement to verify the identity of its
clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person: (i) subject to the Money
Laundering Regulations 2017 in force in the United Kingdom; or (ii)
acting in the course of a business in relation to which an overseas
regulatory authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which
there are in force provisions at least equivalent to those required
by the Money Laundering Directive (2005/60/EC of the European
Parliament and of the EC Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing);
28. it acknowledges that due to anti-money laundering
requirements and the countering of terrorist financing, the Joint
Bookrunners and the Company may require proof of identity and
verification of the source of the payment before the application
can be processed and that, in the event of delay or failure by the
applicant to produce any information required for verification
purposes, the Joint Bookrunners and the Company may refuse to
accept the application and the subscription monies relating
thereto. It holds harmless and will indemnify the Joint Bookrunners
and the Company against any liability, loss or cost ensuing due to
the failure to process such application, if such information as has
been requested has not been provided by it in a timely manner;
29. it is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the Placing Shares and that it has not taken any action, or omitted
to take any action, which may result in the Company, the Joint
Bookrunners or their respective directors, officers, partners
(persönlich haftende Gesellschafter), agents, employees and
advisers being in breach of the laws of any jurisdiction in
connection with its acceptance of participation in the Placing;
30. it acknowledges and agrees that information provided by it
to the Company or the Registrar will be stored on the Registrar's
computer system and in hard copy. It acknowledges and agrees that
for the purposes of the Data Protection Act 1998 (the "Data
Protection Law") and other relevant data protection legislation
which may be applicable, the Registrar is required to specify the
purposes for which it will hold personal data. The Registrar will
only use such information for the purposes set out below
(collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal
data) as required by or in connection with its holding of Placing
Shares, including processing personal data in connection with
credit and money laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing
Shares;
(c) provide personal data to such third parties as the Registrar
may consider necessary in connection with its affairs and generally
in connection with its holding of Placing Shares or as the Data
Protection Law may require, including to third parties outside the
United Kingdom or the EEA; and
(d) without limitation, provide such personal data to the
Company, the Joint Bookrunners and their respective associates for
processing, notwithstanding that any such party may be outside the
United Kingdom or the EEA;
31. in providing the Registrar with information, it hereby
represents and warrants to the Registrar that it has obtained the
consent of any data subjects to the Registrar and its associates
holding and using their personal data for the Purposes (including
the explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 30(a)
above);
32. the Joint Bookrunners and the Company are entitled to
exercise any of their rights under the Placing Agreement or any
other right in their absolute discretion without any liability
whatsoever to them;
33. the representations, undertakings and warranties given by
such Placee contained in this Announcement are irrevocable. It
acknowledges that the Joint Bookrunners and the Company and their
respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any
of the representations or warranties made or deemed to have been
made by its subscription of the Placing Shares are no longer
accurate, it shall promptly notify the Joint Bookrunners and the
Company;
34. where it or any person acting on behalf of it is dealing
with any Joint Bookrunner, any money held in an account with any
Joint Bookrunner, on behalf of it and/or any person acting on
behalf of it will not be treated as client money within the meaning
of the relevant rules and regulations of the FCA which therefore
will not require that Joint Bookrunner to segregate such money, as
that money will be held by such Joint Bookrunner under a banking
relationship and not as trustee;
35. any of its clients, whether or not identified to any Joint Bookrunner will remain its sole responsibility and will not become clients of that Joint Bookrunner for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
36. it accepts that the allocation of Placing Shares shall be
determined by the Joint Bookrunners (in consultation with the
Company to the extent lawful and practicable) in their absolute
discretion and that such persons may scale down any Placing
commitments for this purpose on such basis as they may determine;
and
37. time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under the Placing.
United States purchase and transfer conditions
Each purchaser of the Placing Shares located in the United
States will be required to execute a US investor letter containing,
among other representations and agreements, certain representations
and agreements substantially consistent with those described below,
and by accepting delivery of this notice will be deemed to have
represented and agreed as follows:
(i) it understands that the Placing Shares have not been and
will not be registered under the U.S. Securities Act or any
applicable state securities laws and that the offer and sale of
Placing Shares to it are being made in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the
U.S. Securities Act and similar exemptions under applicable state
securities laws;
(ii) it agrees on its own behalf and on behalf of any investor
account for which it is purchasing Placing Shares that the Placing
Shares may not be reoffered, resold, pledged or otherwise
transferred, directly or indirectly, except:
-- to the Company (though the Company is under no obligation to
purchase any such Placing Shares);
-- through offers and sales that occur outside the United States
in compliance with Rule 904 of Regulation S under the U.S.
Securities Act; or
-- pursuant to a registration statement that has been declared
effective under the U.S. Securities Act (though the Company is
under no obligation to file any such registration statement),
in each case in compliance with any applicable state securities
laws in the United States or the securities laws of any state or
other applicable jurisdiction;
(iii) it understands (and each investor for which it is acting
(if any) has been advised and understands) that no representation
has been made as to the availability of any exemption under the
U.S. Securities Act or any applicable securities laws of any state
or other jurisdiction of the United States for the reoffer, resale,
pledge or transfer of the Placing Shares;
(iv) it is a QIB and is acquiring the Placing Shares for its own
account or for the account of one or more QIBs with respect to
which it exercises sole investment discretion, for investment
purposes only, and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of United
States federal or state securities laws; it has such knowledge and
experience in financial and business matters and expertise in
assessing risk that it is capable of evaluating the merits and
risks of its investments in the Placing Shares (and has sought such
accounting, legal, tax and other advice as it has considered
necessary to make an informed investment decision) and it, and each
account for which it is acting, if any, is aware that there are
substantial risks incident to the purchase of the Placing Shares
and is able to bear the economic risk, and sustain a complete loss,
of such investment in the Placing Shares;
(v) it and any account for which it is acting (if any) became
aware of this Placing and the Placing Shares were offered to it and
each account for which it is acting (if any), solely by means of
direct contact between it and the Company, and not by any other
means. It acknowledges that it has not purchased the Placing Shares
as a result of any "general solicitation" or "general advertising"
(as such terms are used in Regulation D under the U.S. Securities
Act) or "directed selling efforts" within the meaning of Rule
902(c) of Regulation S under the U.S. Securities Act, including,
without limitation, advertisements, articles, notices or other
communications published in any newspaper, magazine or similar
media, or broadcast over radio, television or the internet, or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
(vi) it is acquiring the Placing Shares for its own account, or
for one or more accounts (and as to each of which it has authority
to acquire the Placing Shares and to exercise sole investment
discretion), for investment purposes, and not with a view to, or
for resale in connection with, the distribution thereof, directly
or indirectly, in whole or in part, in the United States. Neither
it nor any account for which it is acting (if any) was formed for
the specific purpose of acquiring the Placing Shares;
(vii) if in the future it decides to offer, sell, transfer,
assign, novate or otherwise dispose of Placing Shares, it will do
so only pursuant to an effective registration statement or, in
compliance with an exemption from the registration requirements, of
the U.S. Securities Act;
(viii) it consents to the Company making a notation on its
records or giving instructions to any transfer agent of the Placing
Shares in order to implement the restrictions on transfer set out
and described in this notice and in the US investor letter;
(ix) it understands and acknowledges that the Company is not
obligated to file and has no present intention of filing with the
SEC or with any state securities regulatory authority any
registration statement in respect of resales of the Placing
Shares;
(x) it acknowledges that it has received a copy of this notice
and it understands and acknowledges that, as the Placing is a
private placement of securities, it is responsible for conducting
its own due diligence in connection with the Placing and any
purchase of Placing Shares. It acknowledges that it has had the
opportunity to ask and has asked any queries regarding an
acquisition of the Placing Shares, the Company and its subsidiaries
and their affairs, and the terms of the Placing Shares, and has
received satisfactory answers from representatives of the Company,
and it has had access to such information concerning the Company
and the Placing Shares as it has deemed necessary to conduct its
own due diligence and make an informed investment decision on its
behalf and on behalf of each account for which it is acting (if
any);
(xi) it acknowledges that no representation or warranty is made
by the Company or any Joint Bookrunner as to the accuracy or
completeness of any representation, warranty or undertaking
(express or implied) to it with respect to the Company or the
Placing Shares. It further acknowledges that none of the Company or
the Joint Bookrunners has made any representation or given any
information to it with respect to the Company or the offering or
sale of any Placing Shares other than the information contained in
this notice;
(xii) it understands that none of the Company or its affiliates,
directors, officers, employees, agents, representatives or advisors
makes any representation as to the future performance of the
Company or any of their respective subsidiaries or affiliates or
their respective securities, including the Placing Shares;
(xiii) it understands and acknowledges that there may be
material tax consequences to it of an acquisition, holding or
disposition of the Placing Shares and it has made its own
assessment concerning the relevant tax, legal, economic and other
considerations relevant to its investment in the Placing Shares. In
particular, the Company is expected to be a "passive foreign
investment company" ("PFIC") for US federal income tax purposes for
its current tax year and in future tax years, which may result in
adverse US tax consequences to US investors. It understands and
acknowledges the Company and the Joint Bookrunners give no opinion
and make no representation with respect to the tax consequences to
any purchaser under United States, state, local or foreign tax law
of its acquisition, holding or disposition of the Placing Shares,
it acknowledges that the Company does not undertake any affirmative
obligation to make a determination with respect to its PFIC status
in future periods or to provide information necessary for a
purchaser to make a "qualified electing fund" election with respect
to the Company and it acknowledges that it is solely responsible
for determining the tax consequences (including, without
limitation, the Company's status as a PFIC and the tax consequences
of the PFIC rules) of its investment;
(xiv) it acknowledges that the Placing Shares will be
"restricted securities" within the meaning of Rule 144; that, in
the case of the Placing Shares, such Placing Shares that will not
be represented by certificates that bear a U.S. restricted legend
or are identified by a restricted CUSIP number in reliance on the
acknowledgments, representations and agreements of the undersigned
contained herein;
(xv) other than an initial purchaser in the Placing who receives
the written consent of the Company and provides an ERISA
certificate to the Company as to its status as a US Plan Investor
or Controlling Person, it is not, and is not acting on behalf of, a
US Plan Investor or a Controlling Person (as defined below) (and
for these purposes, a "US Plan Investor" is (i) an employee benefit
plan as defined in section 3(3) of the US Employee Retirement
Income Security Act of 1974 ("ERISA") (subject to the provisions of
Title I of ERISA); (ii) a plan, individual retirement account or
other arrangement that is described in Section 4975 of the US
Internal Revenue Code of 1986, as amended (the "US Tax Code");
(iii) an insurance company using general account assets, if such
general account assets are deemed to include assets of any of the
foregoing types of plans, accounts or arrangement for purposes of
Title I of ERISA or Section 4975 of the US Tax Code; or (iv) any
entity which is deemed to hold the assets of any of the foregoing
types of plans, accounts or arrangements that is subject to Title I
of ERISA or Section 4975 of the US Tax Code);
(xvi) it either (a) is not registered as an investment company
under the Investment Company Act of 1940, as amended, or (b) if it
is so registered, the Company is not an "affiliated person" of the
purchaser as such term is defined in the Investment Company Act of
1940, as amended;
(xvii) each of the Joint Bookrunners, the Company, its
directors, officers, partners (persönlich haftende Gesellschafter),
agents, employees, advisers and others will rely upon the truth and
accuracy of the foregoing representations and agreements. If any of
the representations or agreements made by the purchaser are no
longer accurate or have not been complied with, the purchaser will
immediately notify the Company and, if it is acquiring any Placing
Shares as a fiduciary or agent for one or more accounts it has sole
investment discretion with respect to each such account and it has
full power to make such foregoing representations and agreements on
behalf of each such account; and
(xviii) it acknowledges that the Company may request from it
and/or any account for which it is acting (if any) such additional
information as the Company may reasonably deem necessary to
evaluate its eligibility or the eligibility of any account for
which it is acting to acquire the Placing Shares, and may request
from time to time such information as the Company may reasonably
deem necessary to determine its eligibility or eligibility of any
account for which it is acting to hold the Placing Shares or to
enable the Placing Shares to determine their compliance with
applicable regulatory requirements or tax status, and it and each
account for which it is acting (if any) shall provide such
information as may be reasonably requested.
The Company will not recognize any resale or other transfer, or
attempted resale or other transfer, in respect of the Placing
Shares made other than in compliance with the above stated
restrictions.
The Company, the Joint Bookrunners and their respective
directors, officers, partners (persönlich haftende Gesellschafter),
agents, employees, advisers and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or
agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the Company
and the Joint Bookrunners.
ERISA transfer restrictions
The following is a summary of certain considerations associated
with the purchase of the Placing Shares by (i) any employee benefit
plan subject to Title I of ERISA; (ii) a plan, individual
retirement account or other arrangement that is subject to section
4975 of the US Tax Code; (iii) entities whose underlying assets are
considered to include "plan assets" of any plan, account or
arrangement described in preceding clause (i) or (ii) (each entity
described in preceding clauses (i), (ii), or (iii) a "Benefit Plan
Investor"); (iv) an insurance company using general account assets,
if such general account assets are deemed to include assets of any
of the foregoing types of plans, accounts or arrangements for
purposes of Title I of ERISA or Section 4975 of the US Tax Code;
and (v) a person (other than a Benefit Plan Investor) who has
discretionary authority or control with respect to the assets of
the Company or any Person who provides investment advice for a fee
(direct or indirect) with respect to such assets, or any affiliate
of any such Person (each, a "Controlling Person"). Each purchaser
of Placing Shares (other than a purchaser subscribing for new
Placing Shares in the Company in connection with which the
purchaser (a) obtains the written consent of the Company and (b)
provides an ERISA certificate to the Company as to its status as a
Benefit Plan Investor or Controlling Person) or subsequent
transferee, as applicable, of an interest in the Placing Shares, on
each day from the date on which such beneficial owner acquires its
interest in such Placing Shares through and including the date on
which such beneficial owner disposes of its interest in such
Placing Shares, will be deemed to have represented and agreed that
no portion of the assets used to acquire or hold its interest in
the Placing Shares constitutes or will constitute the assets of any
Benefit Plan Investor, Insurance Company General Account or
Controlling Person (each as defined above). Purported transfers of
Placing Shares to Benefit Plan Investors, Insurance Company General
Accounts or Controlling Persons will, to the extent permissible by
applicable law, be void ab initio.
Section 3(42) of ERISA provides that the term "plan assets" has
the meaning assigned to it by such regulations as the Department of
Labor may prescribe, except that under such regulations the assets
of any entity shall not be treated as plan assets if, immediately
after the most recent acquisition of any equity interest in the
entity, less than 25 per cent. of the total value of each class of
equity is held by Benefit Plan Investors, excluding equity
interests held by any Controlling Persons (the "25 per cent.
Limitation"). If any Placing Shares are owned directly or
beneficially by a person believed by the Directors to be (i) in
violation of the transfer restrictions set forth in this
Announcement and the Articles, (ii) a Benefit Plan Investor,
Insurance Company General Account, Controlling Person, or
equivalent under similar laws or (iii) a person whose beneficial
ownership otherwise causes a violation of the 25 per cent.
Limitation (any such person, a "Non-Permitted ERISA Holder"), the
Directors may give notice to such Non-Permitted ERISA Holder
requiring him either (a) to provide the Directors within 30 days of
receipt of such notice with sufficient satisfactory documentary
evidence to satisfy the Directors that such person is not in
violation of the transfer restrictions set forth in this
Announcement or the Articles or is not a Benefit Plan Investor or
Controlling Person or (b) to sell or transfer his Placing Shares to
a person qualified to own the same within 30 days, and within such
30 days to provide the Directors with satisfactory evidence of such
sale or transfer. Where condition (a) or (b) is not satisfied
within 30 days after the serving of the notice, the Board is
entitled to arrange for the sale of the Placing Shares on behalf of
the person. If the Company cannot effect a sale of the Placing
Shares within ten trading days of its first attempt to do so, the
person will be deemed to have forfeited his Placing Shares.
Supply and disclosure of information
If any Joint Bookrunner, the Registrar or the Company or any of
their respective agents request any information about a Placee's
agreement to subscribe for Placing Shares under the Placing, such
Placee must promptly disclose it to them.
Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrar
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be
asked to disclose in writing or orally, his nationality. If a
Placee is a discretionary fund manager, that Placee may be asked to
disclose in writing or orally the jurisdiction in which its funds
are managed or owned. All documents provided in connection with the
Placing will be sent at the Placee's risk. They may be returned by
post to such Placee at the address notified by such Placee.
Each Placee agrees to be bound by the Articles once the Placing
Shares, which the Placee has agreed to subscribe for pursuant to
the Placing, have been acquired by the Placee. The contract to
subscribe for Placing Shares under the Placing and the appointments
and authorities mentioned in this Announcement and all disputes and
claims arising out of or in connection with its subject matter or
formation (including any non-contractual disputes or claims) will
be governed by, and construed in accordance with, the laws of
England and Wales. For the exclusive benefit of the Joint
Bookrunners, the Company and the Registrar, each Placee irrevocably
submits to the jurisdiction of the courts of England and Wales and
waives any objection to proceedings in any such court on the ground
of venue or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against a Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares
under the Placing, references to a Placee in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the
right to modify the terms of the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement
and the Placing Agreement not having been terminated.
[1] Daily spot price published by UxC, LLC on 26 September 2023.
[2] Cash and other current assets and liabilities of US$81.0
million as at 30 June 2023, less cash consideration of US$66.0
million to be paid to Kazatomprom following delivery of 1.35
million lb of U(3) O(8) by 30 September 2023.
[3] Exchange rate based upon average Bank of England rate over
September 20, 21, 22, 25 and the Bloomberg rate for September
26
[4] Net asset value per share on 26 September 2023 is calculated
assuming 202,740,730 ordinary shares in issue, less 4,584,283
shares held in treasury on that date.
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END
IOEDDLFLXKLFBBX
(END) Dow Jones Newswires
September 27, 2023 13:17 ET (17:17 GMT)
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