TIDMGCM
RNS Number : 6747C
GCM Resources PLC
14 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT 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 ORCADIAN ENERGY PLC IN ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
GCM Resources plc
("GCM" or the "Company")
Proposed Placing
GCM Resources plc (LON: GCM), an AIM quoted mining and energy
company, is pleased to announce its intention to conduct a placing
(the "Placing") of new ordinary shares of 1 pence each in the
capital of the Company (the "Ordinary Shares") (the "Placing
Shares") to new institutional and professional investors in the
Company in order to raise approximately GBP0.5 million at a price
of 2.5 pence per share (the "Issue Price"). The net proceeds of the
Placing are for general working capital purposes. The Company will
need to carry out an additional fundraise before the end of 2023 to
fund its working capital into 2024.
The Placing Price represents a discount of approximately 41 per
cent. to the Closing Price of 4.25 pence per Ordinary Share on 13
June 2023, being the latest practicable business day prior to the
publication of this Announcement.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and the Appendix
together being this "Announcement") through an accelerated
bookbuild process (the "Bookbuild") which will be launched
immediately following release of this Announcement by WH Ireland
Limited ("WH Ireland" or "WHI").
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with each other and with
the existing Ordinary Shares, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
The Placing is also subject to the conditions and termination
rights set out in a placing agreement between the Company and WH
Ireland (the "Placing Agreement"). Further details of the Placing
Agreement can be found in the terms and conditions contained in the
Appendix to this Announcement.
The Placing does not require any further shareholder approval.
Application will be made for the Placing Shares to be admitted to
trading on the AIM market of the London Stock Exchange
("Admission"). It is expected that settlement of the Placing Shares
and Admission will take place on or before 8.00 a.m. on 21 June
2023. The Placing is conditional, among other things, upon
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement. By
choosing to participate in the Placing and by making an oral and
legally binding offer to acquire Placing Shares, investors 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. In particular, investors should read and understand
the information provided in the 'Important Information' section of
this Announcement.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH
IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For further information:
GCM Resources plc WH Ireland Ltd
Keith Fulton James Joyce
Finance Director Andrew de Andrade
+44 (0) 20 7290 1630 +44 (0) 20 7220 1666
GCM Resources plc
Tel: +44 (0) 20 7290 1630
info@gcmplc.com; www.gcmplc.com
IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because
they relate to events, and depend on circumstances, that may or may
not occur in the future. A number of factors could cause actual
results and developments to differ materially from those expressed
or implied by such forward-looking statements, including, without
limitation: conditions in the public markets; the market position
of the Group; the earnings, financial position, cash flows, return
on capital and operating margins of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; changes in political or tax
regimes, exchange rates and clients; changes in governmental
policies, and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, UK MAR, neither the Company nor WH Ireland
undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should therefore not place undue reliance
on forward-looking statements, which speak only as of the date of
this Announcement.
WH Ireland Limited, which is a member of the London Stock
Exchange, is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting as financial adviser,
nominated adviser and broker for the purposes of the AIM Rules for
Companies. WH Ireland Limited is acting exclusively for the Company
in connection with the matters referred to in this Announcement and
for no-one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
nor for providing any advice in relation to the contents of this
Announcement or any transaction, arrangement or matter referred to
herein.
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 WH
Ireland (apart from the responsibilities or liabilities that may be
imposed by FSMA or the regulatory regime established thereunder) or
the Company or by any of their 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.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or WH Ireland that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company or WH Ireland to
inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
This Announcement is released by the Company and contains inside
information for the purposes of UK MAR, encompassing information
relating to the Placing raising up to GBP0.5 million and is
disclosed in accordance with the Company's obligations under UK
MAR.
APPIX
TERMS AND CONDITIONS OF THE PLACING
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 OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY WH IRELAND, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE DEFINITION
OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER IMPLEMENTING
MEASURES (SUCH PERSONS IN (A) AND (B)(I) BEING "QUALIFIED
INVESTORS"); (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND WH
IRELAND TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa, New Zealand or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements") and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR 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: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in paragraphs 3.5 and 3.6 of COBS); 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 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.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons acquiring Placing
Shares pursuant to the Placing. Each Placee hereby agrees with WH
Ireland and the Company to be bound by these terms and conditions
as being the terms and conditions upon which Placing Shares will be
issued or acquired. A Placee shall, without limitation, become so
bound if WH Ireland confirms to such Placee its allocation of
Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing by WH
Ireland and on whose behalf a commitment to subscribe for or
acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WH Ireland and the Company will enter into a Placing Agreement,
under which WH Ireland will, on the terms and subject to the
conditions set out therein, undertake to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price, in order to raise up to approximately GBP0.5 million
in gross proceeds. The Placing is not being underwritten by WH
Ireland or any other person.
The Placing Shares are expected to be issued on or around 21
June 2023. The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing
Shares. The Placing Shares will trade under GCM with ISIN
GB00B00KV284.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 21 June
2023 ("Admission"). In any event, the latest date for Admission is
30 June 2023 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. WH Ireland is arranging the Placing as agent for the Company.
WH Ireland is regulated by the FCA, is 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 their
respective customers or for providing advice in relation to the
matters described in this Announcement.
2. The number of Placing Shares to be issued at the Placing
Price under the Placing has been or will be agreed between WH
Ireland and the Company.
3. Participation in the Placing is only available to persons who
are lawfully able to, and have been invited to, participate by WH
Ireland. WH Ireland is entitled to participate in the Placing as
principal.
4. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by WH
Ireland and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. WH Ireland's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of WH Ireland and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
WH Ireland's consent, such commitment will not be capable of
variation or revocation.
5. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and WH Ireland, be evidenced by
a trade confirmation or contract note issued to each such Placee by
WH Ireland. The terms and conditions of this Announcement
(including this Appendix) will be deemed to be incorporated in that
trade confirmation, contract note or such other confirmation and
will be legally binding on the Placee on behalf of which it is made
and except with WH Ireland consent will not be capable of variation
or revocation from the time at which it is issued.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to WH Ireland (as agent for the Company),
to pay to WH Ireland (or as WH Ireland may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
9. All obligations of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing Agreement not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law and the applicable
rules of the FCA, neither WH Ireland nor any of its Affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and WH
Ireland and its Affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, neither WH Ireland nor any of its Affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of WH Ireland's conduct of the
Placing.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect
of, amongst other things, the Placing are conditional on, inter
alia:
12. the release of this Announcement to a Regulatory Information
Service by no later than 7:30 a.m. on 14 June 2023;
13. the delivery by the Company to WH Ireland of certain
documents required under the Placing Agreement;
14. the Company having fully performed its obligations under the
Placing Agreement which WH Ireland have, acting in good faith,
deemed material to the extent that they fall to be performed prior
to Admission;
15. none of the warranties or undertakings given in the Placing
Agreement being untrue or inaccurate or misleading in any respect
at any time before Admission, and no fact or circumstance having
arisen which would constitute a breach of any of the warranties or
undertakings given in the Placing Agreement on the dates on which
they are given or would have rendered any of the warranties or
undertakings given in the Placing Agreement untrue, incorrect or
misleading if such fact or circumstance had occurred before the
date of the Placing Agreement;
16. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules on or before
21 June 2023 or such later date as the Company and WHI may agree,
but not being later than 30 June 2023; and
17. the Placing Agreement not having been terminated by WH Ireland.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by WH Ireland by the respective time or
date where specified (or such later time or date as WH Ireland may
notify to the Company (being not later than the Long Stop Date)) or
(ii) any of such conditions becomes incapable of being fulfilled,
the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
WH Ireland may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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 the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement or
its Appendix.
Neither WH Ireland, the Company nor any of their respective
Affiliates or officers, directors, employees or agents 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
date for the satisfaction of any condition to 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 WH Ireland.
Right to terminate the Placing Agreement
WH Ireland is entitled to terminate the Placing Agreement at any
time prior to Admission by giving notice to the Company in certain
circumstances, including, inter alia:
18. the Company is in breach of any provision of the Placing
Agreement which is material in the context of the Placing, or with
the requirements of any laws or regulations (including UK MAR, FSMA
or the AIM Rules) in relation to the Placing;
19. WH Ireland becomes aware of any circumstance which results
in any of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading when given at the date of the
Placing Agreement or which results in or might in the opinion of WH
Ireland results in any of the warranties being untrue or inaccurate
or misleading when deemed given;
20. it should come to the notice of WH Ireland that any
statement contained in any of the Placing Documents (as defined in
the Placing Agreement) is untrue or inaccurate which WH Ireland
considers to be material or misleading or that matters have arisen
which would, if the Placing Documents were issued at that time,
constitute an omission therefrom which WH Ireland (acting in good
faith) considers to be material, and such matter may not, in the
opinion of WH Ireland be addressed by the publication of a further
document or the making of an announcement;
21. in the opinion of WH Ireland there has occurred any material
adverse change in the condition (financial, operational, legal or
otherwise) of the Company and/or any other member of the Group
whether or not arising in the ordinary course;
22. the application for Admission being refused by the London Stock Exchange; or
23. there having occurred or, in the opinion of WH Ireland it
being reasonably likely that there will occur, any material adverse
change in the financial markets in the United Kingdom, or economic,
monetary or market conditions which would have a material impact on
the business and operations of the Company.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland and that WH Ireland need not make
any reference to Placees in this regard and that neither WH Ireland
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or 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 business and financial
information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published
via a Regulatory Information Service ("Publicly Available
Information"). 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 and/or Publicly Available
Information), representation, warranty, or statement made by or on
behalf of the Company or WH Ireland or any other person and neither
WH Ireland, 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 and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by WH Ireland, the Company or
their respective officers, directors, employees or agents. 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. Neither the
Company nor WH Ireland 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. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by WH Ireland in accordance with the standing
CREST settlement instructions which they have in place with WH
Ireland.
Settlement of transactions in the Placing Shares (ISIN:
GB00B00KV284) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, WH Ireland reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place on or about 21
June 2023 in CREST on a T+4 basis in accordance with the
instructions set out in the trade confirmation. Settlement will be
through WH Ireland against CREST ID: 601 / WRCLT.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland account and benefit (as agent for
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify WH Ireland on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
WH Ireland such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which WH
Ireland lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither WH Ireland nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to WH Ireland (for itself and on
behalf of the Company):
24. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
25. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
26. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
27. that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against WH Ireland or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
28. that these terms and conditions represent the whole and only
agreement between it, WH Ireland and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, WH Ireland nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
29. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation: (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in the United
Kingdom or any Member State of the European Economic Area other
than Qualified Investors or in circumstances in which the prior
consent of WH Ireland has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any member state of the EEA other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons;
30. that neither it nor, as the case may be, its clients expect
WH Ireland to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that WH Ireland is not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
31. that it has made its own assessment of the Placing Shares
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 neither WH Ireland nor the Company nor any of their
respective Affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested WH Ireland, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
32. that the only information on which it is entitled to rely on
and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
33. that none of WH Ireland, the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
34. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
35. that, unless specifically agreed with WH Ireland, it is not and was 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 subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
36. that it is not a national or resident of Canada, Australia,
New Zealand, , the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
37. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
38. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
39. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as WH Ireland may in its discretion determine
and without liability to such Placee;
40. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or WH Ireland or
any of their respective directors, officers, employees or agents
acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
41. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
42. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
43. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
44. that, unless otherwise agreed by WH Ireland, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
45. that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
46. 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;
47. that any money held in an account with WH Ireland (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from WH Ireland's (or its nominee) money in accordance
with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a
general creditor of WH Ireland;
48. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
49. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
50. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
51. that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
52. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
53. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
54. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
55. that it will indemnify and hold the Company and WH Ireland
and their respective Affiliates, officers, directors, employees and
agents harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and WH Ireland will rely on the
truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify WH Ireland and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee pursuant to this Announcement (including this
Appendix) are given to WH Ireland for itself and on behalf of the
Company and will survive completion of the Placing and
Admission;
56. that time shall be of the essence as regards obligations pursuant to this Appendix;
57. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or WH Ireland to provide any legal, financial, tax or other
advice to it;
58. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that WH Ireland
shall notify it of such amendments;
59. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a
person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations 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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to WH Ireland such evidence, if any, as to the identity or location
or legal status of any person which WH Ireland may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by WH Ireland on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for by it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as WH Ireland
may decide in its absolute discretion;
60. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus
Regulation Rules Instrument 2019 (FCA 2019/80);
61. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
62. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 or WH Ireland in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
63. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WH Ireland;
64. that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
65. that WH Ireland and any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
66. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
67. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance
of the publication of this Announcement, it has not: (i) dealt in
the securities of the Company; (ii) encouraged, required,
recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.
The Company, WH Ireland and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to WH Ireland for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or WH
Ireland will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and WH Ireland in
the event that any of the Company and/or WH Ireland have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
WH Ireland accordingly.
In addition, 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
UK 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.
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 WH
Ireland or by any of its Affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares issued pursuant to the Placing to trading
on AIM becoming
effective in accordance with the AIM Rules
Affiliates means in relation to a company, any holding company of that company or any
subsidiary of any
such holding company or any other body corporate that is owned or controlled
by, in control
of or under common control with, that company, together with the current and
former directors,
partners, officers (other than auditors), employees and agents of each of such
persons and
of that company;
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 governing
admission to
and trading on AIM, as may be amended from time to time
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange
setting out the
eligibility, on-going obligations and certain disciplinary matters in relation
to nominated
advisers, as may be amended from time to time
Announcement means this announcement (including the Appendix to this announcement)
Board the board of directors of the Company
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business
in London, England
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Company or GCM GCM Resources PLC
CREST the relevant systems for the paperless settlement of trades in securities and
the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment
or subordinate legislation which amends or supersedes those regulations and
(ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 187,522,036 Ordinary Shares in issue as at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time to
time
Group the Company, together with its subsidiaries and subsidiary undertakings
ISIN International Securities Identification Number
London Stock Exchange or LSE London Stock Exchange PLC
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placing the conditional placing of the Placing Shares on the terms and subject to the
condition of
the Placing Agreement and the terms and conditions contained in the Appendix
to this Announcement
Placing Agreement the Placing Agreement dated 14 June 2023 between (1) the Company and (2) WH
Ireland relating
to the Placing
Placing Price 2.5 pence per Placing Share
Placing Shares the Ordinary Shares which are proposed to be placed in accordance with the
terms of the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Securities Act the US Securities Act of 1933, as amended
WH Ireland WH Ireland Limited, acting as the Company's nominated adviser and broker in
relation to the
Placing
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.
RNS may use your IP address to confirm compliance with the terms
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END
IOESFISMLEDSELM
(END) Dow Jones Newswires
June 14, 2023 02:49 ET (06:49 GMT)
GCM Resources (AQSE:GCM.GB)
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