TIDMPANR
RNS Number : 9985F
Pantheon Resources PLC
20 November 2020
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, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA, OR TO BE TRANSMITTED OR DISTRIBUTED TO, OR
SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED
ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").
20 November 2020
Pantheon Resources plc
Result of Fundraise and Retail Offer
Upsized to approximately $30 million and oversubscribed
Pantheon Resources plc ("Pantheon" or the "Company"), the
AIM-quoted oil and gas exploration company with working interests
of 89.2% - 100% in certain projects located adjacent to
transportation and pipeline infrastructure on the Alaska North
Slope, today announces the results of the Fundraise and Retail
Offer which was announced yesterday.
Aggregate gross proceeds of approximately $30.2 million have
been raised through the Placing, Subscription and Retail Offer. A
total of 73,756,314 new Ordinary Shares have been placed and
subscribed for pursuant to the Placing, Subscription and Retail
Offer at a price of 31 pence per Ordinary Share (the "Issue
Price"). Canaccord Genuity acted as Nominated Adviser and Sole
Bookrunner in respect of the Placing.
The Fundraise was significantly oversubscribed and the Company,
having taken into account the strong support received from existing
and new investors, decided to increase the size of the Fundraise
and Retail Offer to $30.2 million. The further funds raised will
allow the Company to drill and test all four zones at Talitha-A,
and importantly now include drilling of a horizontal section into
the Shelf Margin Deltaic sequence. In addition, proceeds of the
Fundraise allow Pantheon to continue high grading its acreage
position. The Board believes these inititaives will further
strengthen the Company's postion in current and future farm-out
negotiations.
The Placing Shares, Retail Shares and Subscription Shares to be
issued together represent 14.7 per cent of the issued voting
Ordinary Share capital of the Company prior to the Fundraise.
Application will be made to the London Stock Exchange for the
73,756,314 new Ordinary Shares to be admitted to trading on AIM.
Subject, amongst other things, to the satisfaction or waiver of the
conditions of the Placing Agreement, it is expected that Admission
will take place and dealings in the new Ordinary Shares will
commence on AIM on or around 8.00 a.m. on 26 November 2020.
Immediately following Admission, the Company's issued share
capital will be 576,515,027 Ordinary Shares of GBP0.01 each, with
each carrying the right to one vote and 102,471,055 non-voting
convertible shares. The Company does not hold any Ordinary Shares
in treasury. The total voting rights figure immediately following
Admission, of 576,515,027, may be used by shareholders (and others
with notification obligations) as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the
Company under the DTRs.
Directors' participation in the Fundraise
Pursuant to the Subscription, the following Directors have
agreed to subscribe for the following Subscription Shares at the
Issue Price:
Number of Ordinary Number of Resultant Percentage of
Director Shares held before Subscription shareholding Ordinary Shares
the Subscription Shares being after the on Admission
subscribed for Subscription
Jay Cheatham 2,939,142 290,323 3,229,465 0.56%
Phillip Gobe 230,881 93,092 323,973 0.06%
Justin Hondris(1) 1,388,722 64,516 1,453,238 0.25%
Jeremy Brest(2) See note 2 55,479 see note 2 see note 2
Total 503,410
(1) The Subscription Shares and some of these ordinary shares
are owned by the spouse of J Hondris.
(2) The Subscription Shares are being subscribed for by Westman
Management Limited ("Westman"), Mr Brest has an indirect interest
in Pantheon as described below.
Mr Brest's indirect interest results from the direct and
indirect holding of Pantheon by Westman, of which Mr Brest is the
sole director. Prior to the Subscription Westman holds 327,869
ordinary shares of Pantheon and holds approximately 5.3% interest
in Ursa Major Holdings LLC ("UMH"). UMH has an indirect interest in
Pantheon through Great Bear Petroleum Operating LLC ("GBPO") as a
result of the acquisition of the Great Bear Companies by Pantheon
announced on 21 December 2018. UMH holds an approximately 50%
interest in GBPO. GBPO has a beneficial interest in approximately
28 million ordinary shares. 26 million of these ordinary shares are
held by CHONS LLC on behalf of GBPO. GBPO also owns approximately
88 million non-voting shares convertible into ordinary shares, 4.8
million warrants exercisable into convertible non-voting shares in
the Company with strike price of GBP0.30 per share, and options
over approximately 49 million shares in the Company presently owned
by CHONS LLC, of which approximately 30.7 million are currently
exercisable into ordinary shares and 13.3 million are exercisable
into convertible non-voting shares.
Mr Brest's interest in the shares held by GBPO is variable based
on the distribution mechanisms established by the limited liability
company agreements of UMH and Great Bear Petroleum Holdings LLC
("GBPH", a parent company of GBPO). This interest changes with
fluctuations of exchange rates, the Company's share price, and
other factors.
In addition to this financial interest, Mr Brest is one of two
Managing Member Designees GBPH. Collectively, the two Managing
Member Designees of GBPH direct the affairs of GBPO.
Jay Cheatham, CEO of Pantheon Resources, said:
"The equity raise is a great outcome for Pantheon. We are now
funded for full testing of the Talitha-A well including a
horizontal section into the Shelf Margin Deltaic, and can now
continue to high grade our acreage position which could add
significant value to our portfolio of assets. As I said at the
opening, this equity raise was a "no brainer" versus a farmout. Our
recent technical work has progressed our understanding far beyond
what we understood even just three months ago. This will strengthen
us in all our current and future farm-out discussions.
We've made substantial progress over the past months in
upgrading our resources and having two of these resources
independently certified. This progress combined with the award of
the two units by the State of Alaska has significantly increased
our confidence in the Talitha project. A farmout would have diluted
our interest in Talitha and across most of our prospective leases
significantly more than the 12% dilution of the entire issued share
capital in this capital raise."
All defined and capitalised terms have the same meaning as the
Company's announcement on at 17:02 on 19 November 2020.
Further information:
Pantheon Resources plc +44 20 7484 5361
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development
Canaccord Genuity plc (Nominated Adviser and
broker)
Henry Fitzgerald-O'Connor
James Asensio
Adam James
Angelos Vlatakis +44 20 7523 8000
Blytheweigh
Tim Blythe, Megan Ray, Madeleine Gordon-Foxwell +44 20 7138 3204
IMPORTANT NOTICE
This announcement is released by Pantheon Resources plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in
accordance with the Group's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Group by Jay Cheatham, CEO.
No action has been taken by the Group or Canaccord, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.The New Ordinary Shares to be issued pursuant to the
Fundraise will not be admitted to trading on any stock exchange
other than the AIM market operated by the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information for Distributors
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 "MiFID
II 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 New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
and 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, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in New Ordinary 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 Proposals. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Canaccord 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 New Ordinary Shares
pursuant to the Fundraise.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jay Cheatham
---------------------------------------- -------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
---------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Pantheon Resources plc
---------------------------------------- -------------------------------------
b) LEI 213800SWHY5DNQS64J23
---------------------------------------- -------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
---------------------------------------- -------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
---------------------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ------------------ -----------------
31 pence 290,323
---------------------------------------------------------------- -----------------
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
---------------------------------------- -------------------------------------
e) Date of the transaction 20 November 2020
---------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- -------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Phillip Gobe
---------------------------------------- -------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status Non-Executive Chairman
---------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Pantheon Resources plc
---------------------------------------- -------------------------------------
b) LEI 213800SWHY5DNQS64J23
---------------------------------------- -------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
---------------------------------------- -------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
---------------------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ------------------ -----------------
31 pence 93,092
---------------------------------------------------------------- -----------------
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
---------------------------------------- -------------------------------------
e) Date of the transaction 20 November 2020
---------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- -------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Judith Hondris
---------------------------------------- -------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status Person closely associated with
Justin Hondris Director, Finance
and Corporate Development
---------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Pantheon Resources plc
---------------------------------------- -------------------------------------
b) LEI 213800SWHY5DNQS64J23
---------------------------------------- -------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
---------------------------------------- -------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
---------------------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ------------------ -----------------
31 pence 64,516
---------------------------------------------------------------- -----------------
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
---------------------------------------- -------------------------------------
e) Date of the transaction 20 November 2020
---------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- -------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Westman Management Limited
---------------------------------------- -------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status Person Closely Associated with
Jeremy Brest, Non-Executive
Director
---------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Pantheon Resources plc
---------------------------------------- -------------------------------------
b) LEI 213800SWHY5DNQS64J23
---------------------------------------- -------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
---------------------------------------- -------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
---------------------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ------------------ -----------------
31 pence 55,479
---------------------------------------------------------------- -----------------
d) Aggregated information N/A (single transaction)
* Aggregated volume
* Price
---------------------------------------- -------------------------------------
e) Date of the transaction 20 November 2020
---------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- -------------------------------------
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AND AMMENTS AND SUPPLEMENTS THERETO) AND INCLUDING ANY
RELEVANT IMPLEMENTING MEASURE IN ANY RELEVANT MEMBER STATE
INCLUDING THE UNITED KINGDOM (THE "PROSPECTUS REGULATION"); (2) IF
IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN PANTHEON RESOURCES PLC
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND TO CERTAIN
QUALIFIED INVESTORS IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING
IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Canaccord or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and Canaccord to inform themselves
about and to observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by Canaccord or any other
person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply or
otherwise falls within a relevant exemption. No prospectus will be
made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
This Announcement is only directed at persons in Australia, who
it is lawful to offer the shares to be issued under the Placing
without disclosure under Chapter 6D of the Australian Corporations
Act and Part 7.9 of the Australian Corporations Act (including
those who are "sophisticated investors" as set out in section
708(8) of the Australian Corporations Act or who are "professional
investors" as set out in section 708(11) of the Australian
Corporations Act), who are a "wholesale client" within the meaning
of section 761G of the Australian Corporations Act, and where such
action complies with all applicable laws, regulations and
directives and does not require any document to be lodged with
ASIC.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraise or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement may contain "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,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Fundraise
must be made solely on the basis of information contained in this
Announcement.
This Announcement has not been approved by any competent
regulatory authority. Canaccord is nominated advisor to the
Company, authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Fundraise and Admission and Canaccord will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraise or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsi bility or liability
is or will be accepted by Canaccord or by any of its affiliates or
their affiliates' agents, directors, officers and employees,
respectively, as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company 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 shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord or by any of its respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
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END
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(END) Dow Jones Newswires
November 20, 2020 02:00 ET (07:00 GMT)
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