TIDMPTAL
RNS Number : 7430A
PetroTal Corp.
31 May 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE: (A) A
PROSPECTUS OR OFFERING MEMORANDUM; (B) AN ADMISSION DOCUMENT
PREPARED IN ACCORDANCE WITH THE AIM RULES; OR (C) AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
PETROTAL CORP. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
31 May 2019
PetroTal Corp.
Proposed Placing to Raise at Least GBP15 million to Accelerate
Bretaña Development
PetroTal Corp. ("PetroTal" or the "Company") (TSX-V: TAL and
AIM: PTAL), an independent oil and gas company with assets and
operations in Peru, today announces its intention to issue new
common shares in the Company ("Common Shares") to raise in
aggregate gross proceeds of not less than GBP15 million (the
"Placing") at a price of 15 pence per Common Share (the "Placing
Price").
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild") which will open immediately following the release
of this announcement. The Placing will only be made available to
invited eligible institutional investors in certain specified
jurisdictions. A further announcement confirming the number of new
Common Shares to be issued pursuant to the Placing (the "Placing
Shares") and final details of the Bookbuild is expected to be made
in due course.
GMP FirstEnergy, Numis and Pareto are acting as joint
bookrunners (the "Joint Bookrunners") in relation to the Placing.
Strand Hanson is acting as Nominated & Financial Adviser to the
Company.
Use of Proceeds
It is intended that the net proceeds of the Placing will be
applied to accelerate development activity at the Company's Bretaña
oilfield on Block 95, onshore Peru. In particular, PetroTal plans
to use the net proceeds of the Placing to:
-- Drill one additional water well in 2019 which was originally
planned to be drilled in 2020 to provide additional water disposal
assurance;
-- Re-complete the existing water disposal well as an oil producer;
-- Sidetrack the existing 2XD well and re-complete as a horizontal production well; and
-- Workover the existing 1XD well to install an
electro-submersible pump to increase its oil productivity.
The combined impact of this additional work is to exit 2019 with
five oil producing wells and two water disposal wells, with an
estimated exit rate of approximately 10,000 to 11,000 barrels of
oil per day (BOPD), an increase over the previously announced 7,000
BOPD.
Achievements to Date and Dividend Policy
The Company has executed on bringing the Bretaña field online
and increasing production. Previously announced highlights
include:
-- initiating production on June 1, 2018, five months ahead of schedule;
-- installation of facilities for 25 per cent. less cost than
budgeted in 2018, allowing the Company to exit 2018 with more cash
on the balance sheet than management expected;
-- Declaration of Commerciality in late 2018 at the Bretaña
field which allowed the Company to begin using the prior net
operating losses, incurred prior to acquisition, to reduce tax
liability;
-- increased the net present value discounted to 10 per cent.
("NPV10") of the Company's proved plus probable ("2P") reserves
year over year by 90 per cent.;
-- drilled and completed the Company's first development well,
the second oil producer in the field, and brought the well online
at an announced 2,250 BOPD;
-- increased production at Bretaña from nil in May 2018, to
approximately 1,000 BOPD in June 2018, to 2,000 BOPD in November
2018, to over 3,200 BOPD in May 2019;
-- secured approval in May 2019 of the Environmental Impact
Assessment to fully develop the Bretaña oil field in Block 95;
and
-- signed a contract with PetroPeru, the State owned oil
company, who operate the Oil Northern Pipeline ("ONP"), to deliver
oil to the Pacific coast via the ONP, thus allowing the Company to
efficiently access commercial markets for the Company's
production.
To review announcements related to these highlights please see
the investor page at www.PetroTal--Corp.com
The board of directors of the Company (the "Board") understands
the importance of optimising value for shareholders and believes in
balancing returns to shareholders with investment in the business
to support future growth. To this end, subject to the ongoing
satisfactory performance of the Company's operations in Peru, the
Board intends to implement a dividend policy pursuant to which the
Company will pay dividends following completion of the Placing. The
current intention is for an interim dividend to be paid in Q4 2019
with a final dividend to be paid in or around May 2020, both in
respect of the period from 1 July 2019 to 31 December 2019. With
the initial interim and final dividend payments, the Company
intends to target an annualised yield of 4% (based on the Placing
Price).
Thereafter, consistent with the anticipated improvement in
earnings and of cash generation in 2020 and beyond, and subject to
prevailing market conditions and other corporate activity, it is
expected that the dividend policy of the Company will establish
semi-annual dividends, the amount of which will be declared at the
discretion of the Board as appropriate and subject to applicable
laws.
The Placing and the Bookbuild
GMP FirstEnergy, Numis and Pareto will commence the Bookbuild
with immediate effect. The Joint Bookrunners have entered into the
Placing Agreement under which, subject to the conditions set out
therein, the Joint Bookrunners have agreed to use their respective
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price and as set out in the Placing Agreement.
The Placing Shares, upon issue, will rank equally in all
respects with the Existing Common Shares.
The timing of the closing of the Bookbuild and allocations of
Placing Shares are at the discretion of the Joint Bookrunners and
the Company. The details of the results of the Placing will be
announced as soon as practicable after the close of the Bookbuild.
Attention is drawn to the Appendix to this Announcement containing,
inter alia, the terms and conditions of the Placing (representing
important information for invited Placees only).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Common Shares in the Placing,
Placees will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be
making such offer on the terms and subject to the conditions in it,
and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Manolo Zúñiga, President and CEO of PetroTal commented:
"Having executed like clockwork since taking over the Bretaña
project at the end of 2017, while at the same time optimizing the
operations as reflected by the 90% increase of the 2P NPV10
estimated by NSAI, our independent qualified reserves evaluator, in
the most recent financial year end reserves report, the proposed
Placing will allow the Company to reach its initial goal of 10,000
BOPD ahead of plan, resulting in optimized unit lifting and
operating expenses, as well as per unit general and administrative
costs going forward. This will also allow the Company to continue
evaluating the expected crude oil recovery factor, and reach
additional oil markets. This capital will allow PetroTal to
maintain an active drilling schedule and avoid rig standby or
de-mobilization costs. The proposed dividend policy is designed to
reward shareholders as our increased production delivers
significant cash generation."
S
CONTACT DETAILS:
PetroTal Corp. Tel: +1 713 609 9101
Manuel (Manolo) Pablo Zúñiga-Pflücker
(President and CEO)
Greg Smith (EVP and CFO)
Strand Hanson Limited Tel: +44 (0) 20 7409 3494
(Nominated & Financial Adviser)
James Spinney / Ritchie Balmer /
Eric Allan
------------------------------------------------------ --------------------------
GMP FirstEnergy Tel: +44 (0) 20 7448
(Joint Bookrunner and Joint Broker) 0200
Jonathan Wright / Hugh Sanderson
------------------------------------------------------ --------------------------
Numis Securities Limited Tel: +44 (0) 20 7260 1000
(Joint Bookrunner and Joint Broker)
John Prior / Emily Morris
------------------------------------------------------ --------------------------
Pareto Securities Limited Tel: +44 (0) 20 7786 4370
(Joint Bookrunner)
Soren Clausen
------------------------------------------------------ --------------------------
Celicourt Communications Tel: +44 (0) 20 7520
(Financial PR) 9261
Mark Antelme / Jimmy Lea
------------------------------------------------------ --------------------------
Notes to Editors:
PetroTal is a publicly-traded, dual-listed (TSX-V: TAL and AIM:
PTAL) oil and gas development and production company domiciled in
Calgary, Alberta, focused on the development of oil assets in Peru.
PetroTal's development asset is the Bretaña oil field in Peru's
Block 95 where oil production was initiated in June 2018.
Additionally, the Company has large exploration prospects and is
engaged in finding a partner to drill the Osheki prospect in Block
107. The Company's management team has significant experience in
developing and exploring for oil in Northern Peru and is led by a
Board of Directors that is focused on safely and cost effectively
developing and exploiting the Bretaña oil field. More information
on the Company can be found at www.PetroTal-Corp.com.
Details of the Placing
The Company is seeking to raise at least GBP15 million by way of
the Placing through the issue of the Placing Shares at 15 pence per
share. The Placing Shares will be offered by way of an accelerated
book building process which will launch immediately following this
announcement.
Placing Agreement
The Company GMP FirstEnergy, Numis and Pareto have today entered
into the Placing Agreement, pursuant to which the Company has
appointed GMP FirstEnergy, Numis and Pareto as the Company's agents
to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing is not being underwritten by GMP FirstEnergy, Numis and/or
Pareto. The Company has agreed to pay GMP FirstEnergy, Numis and
Pareto certain commissions and fees in connection with the
Placing.
The Placing is conditional on, amongst other things, Admission
of the Placing Shares occurring on or before 7.00 a.m. on 5 June
2019 (or such later time and/or date as the Company, GMP
FirstEnergy, Numis and Pareto may agree, being not later than 7.00
a.m. on 19 June 2019.
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of the information in
this Announcement as well as other matters relating to the Group
and its business. The Placing Agreement is terminable by GMP
FirstEnergy, Numis and/or Pareto in certain circumstances prior to
Admission, including for force majeure or in the event of a
material adverse change to the business of the Company or the
Group. The Company has also agreed to provide a market standard
indemnity and undertakings to GMP FirstEnergy, Numis and
Pareto.
The Placing Shares will, when issued, be subject to the Articles
and By Laws, be credited as fully paid and non-assessable and rank
equally in all respects with each other and with the Existing
Common Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Common
Shares after the date of issue of the Placing Shares.
Admission, settlement and CREST
Application will be made to: (a) the London Stock Exchange for
Admission of the Placing Shares to trading on AIM; and (b) the TSXV
for listing of the Placing Shares for trading on the facilities of
the TSXV.
It is expected that Admission will become effective at 7.00 a.m.
on 5 June 2019 (or such later date as the Company, GMP FirstEnergy,
Numis and Pareto may agree, being not later than 7.00 a.m. on 19
June 2019) and that dealings in the Placing Shares will also
commence at that time. The Placing Shares will not trade on the
TSXV until the date that is four months and a day after the day of
issuance.
Settlement of transactions in the Placing Shares following
Admission will take place through depositary interests ("DIs")
within the CREST system, subject to certain exceptions. GMP
FirstEnergy, Numis, Pareto and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares to
Placees by such other means that they deem necessary if delivery or
settlement of DIs is not possible within the CREST system within
the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
GMP FirstEnergy, Numis and/or Pareto.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Admission the admission of the Placing Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the
AIM Rules
Affiliate in respect of any of party, any of
its directors, officers, employees
or consultants, or, in the case of
any of the Joint Bookrunners, any
person connected with that Joint
Bookrunner as defined in FSMA
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange as they
may be amended and replaced from
time to time
Articles the articles of amalgamation of the
Company (as amended from time to
time)
By Laws the by- laws of the Company adopted
on 18 December 2017 (as amended from
time to time)
Common Shares common shares in the capital of the
Company
Company or PetroTal PetroTal Corp., a public company
incorporated under the laws of Alberta
with corporate access number 2020869455
and whose registered office is at
c/o Stikeman Elliott LLP Suite 4300,
888 3rd Street S.W., Calgary Alberta
T2P 5C5
CREST the relevant system (as defined in
the CREST Regulations) which enables
title to units of relevant securities
(as defined in the CREST Regulations)
to be evidenced and transferred without
a written instrument and in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
Enlarged Share Capital together, the Existing Common Shares
and the Placing Shares
Exchange Information shall have the meaning set out in
paragraph 8.1.6 of the Appendix to
this Announcement
Existing Common Shares the 537,740,991 Common Shares in
issue at the date of this announcement
GMP FirstEnergy FirstEnergy Capital LLP, a Joint
Bookrunner and joint broker to the
Company and a limited liability partnership
incorporated in England and Wales,
with registered number OC346410,
whose registered office is at 85
London Wall, London, EC2M 7AD
Group the Company and its subsidiaries
and subsidiary undertakings from
time to time
Joint Bookrunners GMP FirstEnergy, Numis and Pareto
London Stock Exchange London Stock Exchange plc
Numis Numis Securities Limited, a Joint
Bookrunner and joint broker to the
Company and a private company registered
in England and Wales with registered
number 2285918, whose registered
office is at 10 Paternoster Square,
London, EC4M 7LT
Pareto Pareto Securities Limited, a Joint
Bookrunner and a private company
registered in England and Wales with
registered number 3994976, whose
registered office is at 11 Berkeley
Street, London, W1J 8DS
Placees those persons who subscribe for Placing
Shares
Placing the placing of the Placing Shares
at the Placing Price by the Joint
Bookrunners as agents for and on
behalf of the Company pursuant to
the terms and conditions of the Placing
Agreement and the Appendix to this
Announcement
Placing Price 15 pence per Placing Share
Placing Agreement the conditional placing agreement
dated 31 May 2019 relating to the
Placing and the Vendor Placing and
entered into between the Company
GMP FirstEnergy, Numis and Pareto
Placing Shares the new Common Shares to be issued
to Placees pursuant to the Placing
TSXV TSX Venture Exchange
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its
territories and possessions, any
state of the United States and the
District of Columbia and all other
areas subject to its jurisdiction
GBP or Sterling pounds sterling, the basic currency
of the United Kingdom
US$ United States dollar, the legal currency
of the United States
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP (FORWARD-LOOKING STATEMENTS) WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES, INCLUDING, WITHOUT
LIMITATION, PETROTAL'S BUSINESS STRATEGY, OBJECTIVES, STRENGTH AND
FOCUS; DRILLING AND COMPLETION ACTIVITIES AND THE RESULTS AND
TIMING OF SUCH ACTIVITIES; THE ABILITY OF THE COMPANY TO ACHIEVE
DRILLING SUCCESS CONSISTENT WITH MANAGEMENT'S EXPECTATIONS;
ANTICIPATED FUTURE PRODUCTION AND REVENUE; FUTURE DEVELOPMENT AND
GROWTH PROSPECTS; THE PLACING, INCLUDING THE AGGREGATE PROCEEDS
THEREOF, THE CLOSING DATE AND THE USE OF PROCEEDS; THE COMPANY'S
DIVID POLICY, INCLUDING THE INTENTION TO COMMENCE PAYING DIVIDS AND
THE TIMING AND RATE THEREOF WHICH MAY OR MAY NOT PROVE TO BE
CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE
USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS
"ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS, INCLUDING, BUT NOT LIMITED TO, EXPECTATIONS AND
ASSUMPTIONS CONCERNING THE ABILITY OF EXISTING INFRASTRUCTURE TO
DELIVER PRODUCTION AND THE ANTICIPATED CAPITAL EXPITURES ASSOCIATED
THEREWITH, RESERVOIR CHARACTERISTICS, RECOVERY FACTOR, EXPLORATION
UPSIDE, PREVAILING COMMODITY PRICES AND THE ACTUAL PRICES RECEIVED
FOR PETROTAL'S PRODUCTS, THE AVAILABILITY AND PERFORMANCE OF
DRILLING RIGS, FACILITIES, PIPELINES, OTHER OILFIELD SERVICES AND
SKILLED LABOUR, ROYALTY REGIMES AND EXCHANGE RATES, THE APPLICATION
OF REGULATORY AND LICENSING REQUIREMENTS, THE ACCURACY OF
PETROTAL'S GEOLOGICAL INTERPRETATION OF ITS DRILLING AND LAND
OPPORTUNITIES, CURRENT LEGISLATION, RECEIPT OF REQUIRED REGULATORY
APPROVAL, THE SUCCESS OF FUTURE DRILLING AND DEVELOPMENT
ACTIVITIES, THE PERFORMANCE OF NEW WELLS, THE COMPANY'S GROWTH
STRATEGY, GENERAL ECONOMIC CONDITIONS AND AVAILABILITY OF REQUIRED
EQUIPMENT AND SERVICES, AND INVOLVE SIGNIFICANT RISKS AND
UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE
PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE
INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED
DUE TO A NUMBER OF FACTORS AND RISKS. THESE INCLUDE, BUT ARE NOT
LIMITED TO, RISKS ASSOCIATED WITH THE OIL AND GAS INDUSTRY IN
GENERAL (E.G., OPERATIONAL RISKS IN DEVELOPMENT, EXPLORATION AND
PRODUCTION; DELAYS OR CHANGES IN PLANS WITH RESPECT TO EXPLORATION
OR DEVELOPMENT PROJECTS OR CAPITAL EXPITURES; THE UNCERTAINTY OF
RESERVE ESTIMATES; THE UNCERTAINTY OF ESTIMATES AND PROJECTIONS
RELATING TO PRODUCTION, COSTS AND EXPENSES; AND HEALTH, SAFETY AND
ENVIRONMENTAL RISKS), COMMODITY PRICE AND EXCHANGE RATE
FLUCTUATIONS, LEGAL, POLITICAL AND ECONOMIC INSTABILITY IN PERU,
ACCESS TO TRANSPORTATION ROUTES AND MARKETS FOR THE COMPANY'S
PRODUCTION, CHANGES IN LEGISLATION AFFECTING THE OIL AND GAS
INDUSTRY AND UNCERTAINTIES RESULTING FROM POTENTIAL DELAYS OR
CHANGES IN PLANS WITH RESPECT TO EXPLORATION OR DEVELOPMENT
PROJECTS OR CAPITAL EXPITURES. PLEASE REFER TO THE RISK FACTORS
IDENTIFIED IN THE COMPANY'S ANNUAL INFORMATION FORM AND
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARED DECEMBER 31,
2018 WHICH ARE AVAILABLE ON SEDAR AT WWW.SEDAR.COM. AS A RESULT,
PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING
STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO
REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE
OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE TSXV, THE FCA,
THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE LAW, THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE
COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY
MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE
COMPANY. THE PRICE OF COMMON SHARES AND THE INCOME FROM THEM MAY GO
DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT
INVESTED ON DISPOSAL OF THE COMMON SHARES. PAST PERFORMANCE IS NO
GUIDE TO FUTURE PERFORMANCE AND PERSONS WHO REQUIRE ADVICE SHOULD
CONSULT AN INDEPENT FINANCIAL ADVISER. IN ADDITION, THE PAYMENT OF
DIVIDS IS NOT GUARANTEED AND THE DECLARATION, AMOUNT AND TIMING OF
ANY DIVIDS PAYABLE BY THE COMPANY WILL BE AT THE DISCRETION OF THE
BOARD HAVING REGARD TO CORPORATE SOLVENCY TESTS, THE COMPANY'S CASH
RESERVES, FINANCIAL REQUIREMENTS OF THE COMPANY, AGREEMENTS
GOVERNING INDEBTEDNESS AND OTHER RELEVANT FACTORS.
THIS PRESS RELEASE CONTAINS FUTURE-ORIENTED FINANCIAL
INFORMATION AND FINANCIAL OUTLOOK INFORMATION (COLLECTIVELY,
"FOFI") ABOUT PETROTAL'S PROSPECTIVE RESULTS OF OPERATIONS,
PRODUCTION AND COMPONENTS THEREOF, ALL OF WHICH ARE SUBJECT TO THE
SAME ASSUMPTIONS, RISK FACTORS, LIMITATIONS AND QUALIFICATIONS AS
SET FORTH IN THE ABOVE PARAGRAPHS. FOFI CONTAINED IN THIS PRESS
RELEASE WAS MADE AS OF THE DATE OF THIS PRESS RELEASE AND WAS
PROVIDED FOR THE PURPOSE OF PROVIDING FURTHER INFORMATION ABOUT
PETROTAL'S ANTICIPATED FUTURE BUSINESS OPERATIONS. THE FOFI
CONTAINED IN THIS PRESS RELEASE HAS BEEN APPROVED BY MANAGEMENT AS
OF THE DATE OF THIS PRESS RELEASE. PETROTAL DISCLAIMS ANY INTENTION
OR OBLIGATION TO UPDATE OR REVISE ANY FOFI CONTAINED IN THIS PRESS
RELEASE, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE, UNLESS REQUIRED PURSUANT TO APPLICABLE LAW. READERS ARE
CAUTIONED THAT THE FOFI CONTAINED IN THIS PRESS RELEASE SHOULD NOT
BE USED FOR PURPOSES OTHER THAN FOR WHICH IT IS DISCLOSED HEREIN.
ALL FOFI CONTAINED IN THIS PRESS RELEASE COMPLIES WITH THE
REQUIREMENTS OF CANADIAN SECURITIES LEGISLATION.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER THE
ANNOUNCEMENT) AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED, (QUALIFIED INVESTORS) BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE ORDER); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE
BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER
BEING REFERRED TO AS RELEVANT PERSONS).
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
In this Appendix, unless the context requires, Placee means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, , GMP FirstEnergy, Numis or
Pareto, or any of their respective Affiliates or any of such
persons' directors, officers or employees or any other person as to
the accuracy, completeness or fairness of the information or
opinions contained in this Announcement and no liability whatsoever
is accepted by the Company, GMP FirstEnergy, Numis or Pareto or any
of such persons' Affiliates, directors, officers or employees or
any other person for any loss howsoever arising, directly or
indirectly, from any use of such information or opinions or
otherwise arising in connection therewith.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful.
Without prior written approval of the TSXV and compliance with
all applicable Canadian securities laws, the Placing Shares may not
be sold, transferred, hypothecated or otherwise traded on or
through the facilities of TSXV or otherwise in Canada or to or for
the benefit of a Canadian resident until the date that is four
months and a day after the date of issuance.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered or qualified for
distribution, as applicable under or offered in compliance with the
securities laws of any state, province or territory of United
States, Australia, New Zealand, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, New Zealand, Canada, Japan or South Africa or
any other jurisdiction outside the United Kingdom.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company, GMP
FirstEnergy, Numis and Pareto to inform themselves about, and
observe, any such restrictions.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing .
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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.
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
decision to subscribe for Placing Shares in the Placing a must be
made solely on the basis of publicly available information, which
has not been independently verified by GMP FirstEnergy, Numis
and/or Pareto.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
Market of the London Stock Exchange (AIM) and the TSXV.
1 DETAILS OF THE PLACING
1.1 GMP FirstEnergy, Numis and Pareto today entered into an
agreement with the Company (the "Placing Agreement"). Under the
Placing Agreement, the Company has, subject to certain conditions,
appointed GMP FirstEnergy, Numis and Pareto as the Company's agents
to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing is not being underwritten by GMP FirstEnergy, Numis or
Pareto.
1.2 The Placing Shares will, when issued, be subject to the
Articles and By Laws, be credited as fully paid and non-assessable
and rank equally in all respects with each other and with the
Existing Common Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Common Shares after the date of issue of the Placing
Shares.
2 APPLICATION FOR ADMISSION TO TRADING
2.1 Application will be made to (a) the London Stock Exchange
for admission to trading of the Placing Shares on AIM; and (b) the
TSXV for listing of the Placing Shares for trading on the
facilities of the TSXV.
2.2 It is expected that admission of the Placing Shares will
become effective on or around 5 June 2019 and that dealings in the
Placing Shares will commence at 8.00 a.m. on the same day.
3 PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 GMP FirstEnergy, Numis and Pareto are acting as joint
bookrunners and as agents for the Company in connection with the
Placing and Admission. GMP FirstEnergy, Numis and Pareto are each
authorised and regulated in the United Kingdom by the FCA, and are
each acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of GMP
FirstEnergy, Numis and Pareto or for providing advice in relation
to the matters described in this Announcement.
3.2 Participation in the Placing is only available to persons
who may lawfully be, and are invited to participate in it by GMP
FirstEnergy, Numis and/or Pareto. GMP FirstEnergy, Numis and Pareto
and their respective Affiliates are each entitled to participate in
the Placing as principals.
3.3 The Placing Price will be a fixed price of 15 pence per
Placing Share. Details of the number of Placing Shares will be
announced as soon as practicable after the closing of the
Bookbuild.
3.4 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by GMP FirstEnergy,
Numis and Pareto or one of their respective Affiliates, and a
contract note will be dispatched as soon as practicable thereafter
as evidence of such Placee's allocation and commitment. The terms
and conditions of this Appendix will be deemed incorporated into
the contract note. That oral confirmation will constitute an
irrevocable legally binding commitment upon that person (who at
that point will become a Placee) in favour of GMP FirstEnergy,
Numis and Pareto (as applicable) to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Articles and By Laws and each Placee will be deemed to have read
and understood this Announcement in its entirety. An offer to
acquire Placing Shares, which has been communicated by a
prospective Placee to GMP FirstEnergy, Numis or Pareto (as
applicable) which has not been withdrawn or revoked prior to
publication of this Announcement shall not be capable of withdrawal
or revocation immediately following the publication of this
Announcement without the consent of GMP FirstEnergy, Numis or
Pareto (as applicable).
3.5 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to GMP FirstEnergy, Numis
and Pareto, as applicable (as agents of the Company ), to pay the
relevant entity (or as it may direct) in cleared funds immediately
on settlement an amount equal to the product of the Placing Price
and the aggregate number of Placing Shares such Placee has agreed
to subscribe for. Each Placee's obligation will be owed to the
Company and GMP FirstEnergy, Numis and Pareto, as applicable.
3.6 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
3.7 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing " and to the Placing Agreement not being terminated on
the basis referred to below under "Termination of the Placing
Agreement".
3.8 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.9 To the fullest extent permitted by law and applicable FCA
rules, neither GMP FirstEnergy nor any of its Affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any person other than the
Company in respect of the Placing.
3.10 To the fullest extent permitted by law and applicable FCA
rules, neither Numis nor any of its Affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any person other than the
Company in respect of the Placing.
3.11 To the fullest extent permitted by law and applicable FCA
rules, neither Pareto nor any of its Affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any person other than the
Company in respect of the Placing.
4 CONDITIONS OF THE PLACING
4.1 The obligations of GMP FirstEnergy, Numis and Pareto to the
Company under the Placing Agreement are conditional on, amongst
other things:
4.1.1 the compliance by the Company with all its obligations
which are required to be performed or satisfied on or prior to
Admission;
4.1.2 the respective obligations of GMP FirstEnergy, Numis and
Pareto under the Placing Agreement not having been terminated prior
to Admission;
4.1.3 Admission occurring by 8:00 am on 5 June 2019 (or such
later time and date as GMP FirstEnergy, Numis and Pareto (acting
together) may agree being not later than 8:00 a.m. on 19 June
2019).
4.2 If (i) any condition contained in the Placing Agreement is
not fulfilled or waived by GMP FirstEnergy, Numis and Pareto
(acting together), by the respective time or date where specified
(or such later time or date as GMP FirstEnergy, Numis and Pareto
may agree), (ii) any such condition becomes incapable of being
fulfilled or (iii) the Placing Agreement is terminated in
accordance with its terms, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
relevant shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
4.3 GMP FirstEnergy, Numis and Pareto may, in their sole
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that condition 4.1.3 above relating to Admission may not be
waived. Any such extension or waiver will not affect the Placees'
commitments as set out in this Announcement.
4.4 None of GMP FirstEnergy, Numis or Pareto 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 they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition of the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of GMP FirstEnergy,
Numis and Pareto (acting together).
5 TERMINATION OF THE PLACING AGREEMENT
5.1 GMP FirstEnergy, Numis and Pareto are entitled, at any time
prior to Admission, to terminate the Placing Agreement with the
Company in respect of the Placing Shares in accordance with the
terms of the Placing Agreement by giving written notice to the
Company in certain circumstances, including but not limited to (i)
any of the warranties given to GMP FirstEnergy, Numis and Pareto in
the Placing Agreement being untrue, inaccurate or misleading in any
material respect; (ii) the failure of the Company to comply in any
material respect with their respective obligations under the
Placing Agreement; (iii) a matter arising which might in the
opinion of GMP FirstEnergy, Numis and/or Pareto, acting in good
faith, give rise to a claim under the indemnities in the Placing
Agreement or (iv) the occurrence of a force majeure event which in
the opinion of GMP FirstEnergy, Numis and Pareto would be
materially adverse to the success of the Placing or would render
proceeding with the Placing impracticable or inadvisable.
5.2 By participating in the Placing, Placees agree that the
exercise by GMP FirstEnergy, Numis and Pareto of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of GMP FirstEnergy, Numis and
Pareto, that it need not make any reference to Placees and that
none of GMP FirstEnergy, Numis, Pareto or the Company (or any of
their respective directors, officers or employees) shall have any
liability to Placees whatsoever in connection with any such
exercise.
6 NO ADMISSION DOCUMENT OR PROSPECTUS
6.1 No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or submitted to
the London Stock Exchange in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of
the information contained in this Announcement (including this
Appendix) and the Exchange Information.
6.2 Each Placee, by accepting a participation in 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 other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, GMP FirstEnergy, Numis or Pareto or
any other person and none of GMP FirstEnergy, Numis, Pareto, nor
the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. 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.
7 REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN:
CA71677J1012) following Admission will take place through DIs
within CREST, subject to certain exceptions. GMP FirstEnergy, Numis
and Pareto reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
in certificated form if, in their opinion, delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
7.2 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with GMP FirstEnergy, Numis or Pareto (as applicable),
stating the aggregate number of Placing Shares allocated to it at
the Placing Price, the aggregate amount owed by such Placee to GMP
FirstEnergy, Numis or Pareto (as applicable) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with GMP FirstEnergy,
Numis or Pareto (as applicable).
7.3 The Company will (via its registrar) deliver the Placing
Shares to a CREST account operated by Numis or Pareto (as
applicable) as agent for the Company and Numis or Pareto (as
applicable) will enter its delivery (DEL) instruction into the
CREST system. Numis or Pareto (as applicable) will hold any Placing
Shares delivered to this account as nominee for the Placees. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Placee against payment.
7.4 It is expected that settlement will take place on or around
5 June 2019, in each case in accordance with the instructions set
out in the contract note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank plc from time to time.
7.6 Each Placee agrees that, if it does not comply with these
obligations, GMP FirstEnergy, Numis or Pareto (as applicable) may
sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for GMP
FirstEnergy's, Numis' and Pareto's account and benefit (as
applicable), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
7.8 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.
8 REPRESENTATIONS AND WARRANTIES
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges,
undertakes, represents, warrants and agrees (as the case may be)
that:
8.1.1 it has read and understood this Announcement (including
this Appendix) in its entirety and its subscription for the Placing
Shares is subject to and based on the terms and conditions of the
Placing as referred to and included in this Announcement;
8.1.2 it undertakes not to redistribute or duplicate this Announcement;
8.1.3 it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
8.1.4 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Announcement.
8.1.5 no offering document, admission document or prospectus has
been prepared in connection with the Placing and that it has not
received and will not receive a prospectus, admission document or
other offering document in connection with the Placing;
8.1.6 the Common Shares are admitted to trading on AIM and the
TSXV and the Company is a "reporting issuer" (or equivalent
thereof) in the provinces of Alberta, British Columbia,
Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince
Edward Island and Newfoundland and Labrador in Canada, and the
Company is therefore required to publish certain business and
financial information in accordance with Canadian securities laws,
the AIM Rules and the other applicable rules and practices of the
London Stock Exchange, the TSXV and/or the FCA (collectively
Exchange Information), which includes the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
8.1.7 (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of GMP FirstEnergy, Numis, Pareto or the Company, any of
their respective Affiliates or any person acting on behalf of any
of them has provided, or will provide it, with any material
regarding the Placing Shares in addition to this Announcement; and
(iii) it has not requested GMP FirstEnergy, Numis, Pareto or the
Company or any of their respective Affiliates or any person acting
on behalf of any of them to provide it with any such
information;
8.1.8 the content of this Announcement is exclusively the
responsibility of the Company and that none of , GMP FirstEnergy,
Numis, Pareto, their Affiliates or any person acting on their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or elsewhere;
8.1.9 the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given or any representations,
warranties or statements, express or implied, made by GMP
FirstEnergy, Numis, Pareto or the Company or any of their
Affiliates or any person acting on behalf of any of them and none
of GMP FirstEnergy, Numis, Pareto, the Company, any of their
Affiliates or any person acting on behalf of any of them will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Announcement and any
Exchange Information;
8.1.10 it has not received (save as disclosed in this
Announcement) nor relied on any "inside information" as defined in
the EU Market Abuse Regulation 596/2014 concerning the Company in
accepting this invitation to participate in the Placing and is not
subscribing for Placing Shares on the basis of "inside
information";
8.1.11 it has the funds available to pay for the Placing Shares
it has agreed to subscribe for and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms of this Announcement on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other Placees or sold at such price as GMP
FirstEnergy, Numis or Pareto (as applicable) determines;
8.1.12 it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed such laws; (iii) has the requisite capacity and authority
and is entitled to enter into and to perform its obligations as a
subscriber for Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
8.1.13 it acknowledges that the Placing Shares will be subject
to certain restrictions with respect to certain resales to persons
in Canada for a period of four months and a day following the
issuance of the Placing Shares and it agrees to comply with such
restrictions and that it will give to each person to who it
transfers the Placing Shares notice of such restrictions on
transfer of such Placing Shares;
8.1.14 it is not, and any person who it is acting on behalf of
is not, and at the date of Admission will not be, a resident of, or
with an address in, the United States, Australia, New Zealand,
Canada, Japan or South Africa, and it acknowledges and agrees that
the Placing Shares have not been nor will be registered or
otherwise qualified under the securities legislation of the United
States, Australia, New Zealand, Canada, Japan or South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions, except, in the case of Canada, in
accordance with an exemption from Canadian securities laws, and may
not be traded on or through the facilities of the TSXV until the
date that is four months and a day after the date of issue of the
Placing Shares;
8.1.15 (i) the Placing Shares have not been nor will they be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
Securities Act or in a transaction exempt from, or not subject to,
the registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States, and (iii) it is outside of the United States,
not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the
undertaking to acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
8.1.16 it has complied with all relevant laws of all relevant
territories, obtained all requisite governmental or other consents
which may be required in connection with subscribing for Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in the Joint Bookrunners, the Company, or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
8.1.17 its subscription for Placing Shares does not trigger, in
the jurisdiction in which it is resident or located or which is
otherwise applicable: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to
such subscription; (ii) any disclosure or reporting obligation of
the Company ; or (iii) any registration or other obligation on the
part of the Company;
8.1.18 it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
(Qualified Investor), being a person falling within Article 2.1(e)
of the Prospectus Directive. For such purposes, it undertakes that
it will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
8.1.19 if a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that the Placing Shares
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
of the European Economic Area which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of GMP FirstEnergy, Numis or Pareto has
been given to the offer or resale;
8.1.20 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by GMP
FirstEnergy, Numis or Pareto in their capacity as an authorised
person under section 21 of FSMA and it may not therefore be subject
to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
8.1.21 it is aware of and acknowledges that 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 Shares in, from
or otherwise involving, the United Kingdom;
8.1.22 it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
8.1.23 it has not been engaged to subscribe for Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
8.1.24 any funds used to pay for the Placing Shares are not
proceeds of crime as defined in the Proceeds of Crime (Money
Laundering) and Terrorist Placing Act (Canada) (PCMLTFA). None of
the funds to be provided by it (i) have been or will be derived
from or related to any activity that is deemed criminal under the
laws of Canada or any other applicable jurisdiction, or (ii) are
being tendered on behalf of a person or entity (A) with whom the
Company, GMP FirstEnergy, Numis or Pareto would be prohibited from
dealing with under applicable money laundering, terrorist
financing, economic sanctions, criminal or other similar laws or
regulations or (B) who has not been identified to it;
8.1.25 it is aware of and acknowledges that it is required to
comply, and does and will comply, with its obligations under the
Criminal Justice Act 1993 and the EU Market Abuse Regulation
596/2014 in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2017 and the Money Laundering Sourcebook of the FCA (the
Regulations) and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
8.1.26 it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
8.1.27 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
8.1.28 it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of GMP
FirstEnergy, Numis, Pareto, the Company, any of their respective
Affiliates or any person acting on behalf of them will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing, and agrees to indemnify the Company,
GMP FirstEnergy, Numis and Pareto on an after tax basis in respect
of the same, on the basis that the Placing Shares will be allotted
to the CREST stock account of Numis or Pareto (as applicable) who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
8.1.29 none of GMP FirstEnergy, Numis, Pareto, any of their
Affiliates or any person acting on behalf of any of them has or
shall have any liability for any information, representation or
statement contained in this Announcement or for any information
previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available
or filed information or any representation, warranty or undertaking
relating to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
8.1.30 none of the Company, , GMP FirstEnergy, Numis, Pareto,
any of their Affiliates or any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of GMP
FirstEnergy, Numis or Pareto and that GMP FirstEnergy, Numis and
Pareto have no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, for providing advice in relation to the Placing, in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of any of its rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
8.1.31 in order to ensure compliance with the the PCMLTFA and
Money Laundering Regulations 2017, GMP FirstEnergy, Numis and
Pareto (for themselves and as agents on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to GMP
FirstEnergy, Numis, Pareto or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at GMP FirstEnergy's,
Numis' and Pareto's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form, may be
retained at GMP FirstEnergy's, Numis', Pareto's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity GMP
FirstEnergy, Numis or Pareto (as applicable) (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, GMP FirstEnergy, Numis,
Pareto and/or the Company (in respect of the Placing) may, at their
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
8.1.32 GMP FirstEnergy, Numis and Pareto may, and their
Affiliates acting as an investor for its or their own account(s)
may, subscribe for Placing Shares and, in that capacity may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, GMP FirstEnergy, Numis,
Pareto and/or any of their respective Affiliates acting as an
investor for its or their own account(s). None of GMP FirstEnergy,
Numis or Pareto nor the Company intend to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
8.1.33 these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company, GMP
FirstEnergy, Numis or Pareto in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
8.1.34 the Company, GMP FirstEnergy, Numis and Pareto and their
respective Affiliates and others will rely upon the truth and
accuracy of the foregoing agreements, acknowledgements,
representations, warranties and undertakings which are given to GMP
FirstEnergy, Numis and Pareto, on their own behalf and on behalf of
the Company, and are irrevocable;
8.1.35 it irrevocably appoints any duly authorised officer of
GMP FirstEnergy, Numis or Pareto as agent for the purpose of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares for which it agrees to
subscribe upon the terms of this Announcement;
8.1.36 it will indemnify on an after tax basis and hold the
Company, GMP FirstEnergy, Numis, Pareto and their respective
Affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
undertakings, agreements and acknowledgements in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
8.1.37 (i) it has knowledge and experience in financial,
business and international investment matters and is required to
evaluate the merits and risks of subscribing for or purchasing the
Placing Shares; (ii) it is experienced in investing in securities
of this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing; and (iii) it has
relied upon its own examination and due diligence of the Company
and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved and has satisfied itself
concerning the relevant tax, legal, currency and other economic
consideration relevant to its acquisition of Placing Shares;
8.1.38 none of the Company, GMP FirstEnergy, Numis or Pareto are
making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations; and
8.1.39 its commitment to subscribe for Placing Shares on the
terms set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing.
8.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Company
and to GMP FirstEnergy, Numis and Pareto for themselves and on
behalf of the Company and are irrevocable.
8.3 Placees should note that they will be liable for any stamp
duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
8.4 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that none of GMP FirstEnergy, Numis or
Pareto owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
8.5 When a Placee or person acting on behalf of the Placee is
dealing with GMP FirstEnergy, Numis or Pareto, any money held in an
account with GMP FirstEnergy, Numis or Pareto (as applicable) on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from GMP FirstEnergy's, Numis' or
Pareto's money (as applicable) in accordance with the client money
rules and will be used by GMP FirstEnergy, Numis or Pareto in the
course of its own business; and the Placee will rank only as a
general creditor of GMP FirstEnergy, Numis or Pareto (as
applicable).
8.6 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
8.7 Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
8.8 All times and dates in this Announcement may be subject to
amendment. GMP FirstEnergy, Numis and Pareto shall notify the
Placees and any person acting on behalf of a Placee of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEUAVBRKKAVORR
(END) Dow Jones Newswires
May 31, 2019 04:07 ET (08:07 GMT)
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