TIDMCTL
RNS Number : 1869U
CleanTech Lithium PLC
21 November 2023
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, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY
MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
21 November 2023
CleanTech Lithium PLC
("CleanTech Lithium" or the "Company")
Proposed Fundraising
CleanTech Lithium PLC ("CTL", "CleanTech Lithium" or the
"Company"), an exploration and development company advancing
sustainable lithium projects in Chile for the clean energy
transition, is pleased to announce that it intends to raise minimum
gross proceeds of approximately GBP6.0 million by way of a firm
placing and conditional placing of new Ordinary Shares (the
"Placing Shares") at a price of 22p per new Ordinary Share (the
"Issue Price") (the "Placing"). As part of the Placing, the Placing
Shares will carry a warrant entitlement of one warrant for every
two Placing Shares ("Warrants"). Each Warrant grants the holder the
right to subscribe for one new Ordinary Share at a price of 33p,
being 50 per cent. above the Issue Price and has a term of 3 years.
Certain Directors are intending to participate in the Placing by
subscribing for up to GBP0.3 million in aggregate. In addition, the
Company intends to make an open offer of new Ordinary Shares to
shareholders (the "Open Offer" and, together with the Placing, the
"Fundraising") at the Issue Price details of which including the
timetable and Record Date will be announced separately.
The Placing will be conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following release of this announcement (the "Announcement") and
will be made available to new and existing eligible institutional
investors. The Placing is subject to the Terms and Conditions set
out in Appendix 1 to this Announcement.
In addition to the Placing, Qualifying Shareholders will be
given an opportunity to participate by subscribing for up to 2.37
million new Ordinary Shares (the "Open Offer Shares", together with
the Placing Shares, the "New Ordinary Shares"). Under the Open
Offer, Qualifying Shareholders will be given the opportunity to
subscribe for Open Offer Shares at the Issue Price on the basis of
1 Open Offer Share for every 45 Ordinary Shares held. The Open
Offer, as with the Placing, will also carry a warrant entitlement
of one Warrant for every two Open Offer Shares .
Fox-Davies Capital Limited ("Fox-Davies") and Canaccord Genuity
Limited ("Canaccord") are acting as joint bookrunners (together
being the "Joint Bookrunners") in connection with the Placing.
Beaumont Cornish Limited ("Beaumont Cornish") is acting as the
Company's nominated adviser.
Summary and Highlights of the Fundraising
-- The Fundraising includes the following elements:
o A Placing which is being conducted in two tranches raising an
aggregate minimum gross amount of approximately GBP6.0 million
with:
-- the first tranche being a firm placing of up to 14.12 million
new Ordinary Shares ("Firm Placing Shares"), and 7.06 million
Warrants, the maximum permitted within the Company's existing share
authorisation limits given at the last Annual General Meeting on 31
May 2023 (the "Firm Placing");
-- the second tranche being a conditional placing of new
Ordinary Shares ("Conditional Placing Shares") and Warrants, to
raise a minimum of approximately GBP2.9 million (the "Conditional
Placing"); and
-- an Open Offer to raise gross proceeds of up to GBP0.5
million.
-- Certain Directors are intending to participate in the Placing
by subscribing for up to GBP0.3 million in aggregate at the Issue
Price, with such subscription being part of the Conditional
Placing.
-- The Fundraising is being conducted at the Issue Price of 22p,
which represents a discount of approximately 15 per cent. to the
closing share price per Ordinary Share on 20 November 2023, being
the last practicable date prior to publication of this
announcement.
-- The Placing is being conducted through the Bookbuild, which
will be launched immediately following this announcement and will
be made available to eligible institutional investors on the terms
and conditions set out in the Appendix 1 to this announcement. The
Bookbuild is expected to close no later than 8.00 a.m. on 22
November 2023. However, the Joint Bookrunners and the Company
reserve the right to close the Bookbuild earlier or later, without
further notice.
-- The Conditional Placing and the Open Offer will be subject to
shareholder approval at a general meeting of the Company ("General
Meeting"), expected to be held on 14 December 2023. Following the
close of the Bookbuild, the Company expects to publish, on or about
23 November 2023, a shareholder circular to convene the General
Meeting ("Circular"). The Circular will also contain the details of
the Open Offer.
-- Admission of the Firm Placing Shares (the "First Admission")
is expected to take place on or around 27 November 2023. Admission
of the Conditional Placing Shares (including any Placing Shares
subscribed by Directors) and the Open Offer Shares is expected to
take place on or around 15 December 2023. (the "Second Admission")
(together "Admission").
-- The net proceeds from the Fundraising will be applied to
enhance the development of the Company's two strategic assets in
Chile through:
- Drilling of 5 wells at Laguna Verde (including 1 re-injection well)
- Completing and running the Direct Lithium Extraction ("DLE") pilot plant
- Announcement of key findings from Pre-Feasibility Study ("PFS") on Laguna Verde
- Working capital and general administrative costs for 6 months
- Additional capital to be utilised for additional drilling at Francisco Basin
-- As described further below, the Company continues to progress
its proposed listing on the ASX, by which point it anticipates
securing additional funding to maintain momentum on its work
programmes to allow it to complete a Definitive Feasibility Study
("DFS") at Laguna Verde and complete a PFS at Francisco Basin.
Proposed use of proceeds
In order to maintain the progress that has been achieved in
2023, the Company is raising a minimum of GBP6 million with the key
focus of the work programme being on the following:
-- Laguna Verde Drilling Programme, GBP2.5m: Drill and test 5
new wells, 4 of which are resource wells and 1 being a re-injection
well. The objective being to increase the JORC resource base, move
resource from inferred to the measured & indicated categories
and provide data from the re-injection well which will help inform
the PFS. Continue the EIA, Hydrogeological and Metallurgical
Studies to support the PFS and other technical requirements.
-- Complete the Laguna Verde PFS, GBP1.0m: Intent is to complete
in Q1 2024 the consideration of the project options and then take
the preferred option into the DFS for completion by end 2024.
-- DLE Pilot Plant, GBP1.1m: Commission and then operate the new
plant to test and optimise the DLE process to help inform the PFS
and produce lithium carbonate which can be sent to potential
strategic partners for testing and product qualification.
-- ASX Listing: Seek to complete the listing in late Q1 / early Q2 2024
-- G&A and general working capital and fundraising costs, GBP1.4m
Aldo Boitano, Chief Executive Officer of CleanTech Lithium Plc,
commented:
"Thank you to all our investors for their continued support
and belief in CleanTech Lithium. We believe that we have been
the most active company in Chile in lithium exploration and
development, having drilled 14 wells in the last two years.
The major milestones we are determined to achieve over the
next six months will enable the Company to start discussions
with potential strategic partners. A drilling campaign at
Laguna Verde will look to increase the resource estimate,
the PFS for Laguna Verde and the commissioning and running
of the DLE Pilot Plant are all to be delivered in this timeframe.
Since CleanTech Lithium's listing last year, investors will
know we have considerably advanced our projects and we will
maintain this momentum.
With your support, the CTL team is committed to the production
timeline and advancing the application of Direct Lithium Extraction
to our projects in order to supply sustainable lithium products
to the growing EV and battery manufacturing market."
For further information visit www.ctlithium.com or contact
the following:
CleanTech Lithium PLC
Aldo Boitano Jersey office: +44 (0) 1534
Gordon Stein 668 321
Chile office: +562-32239222
Or via Celicourt
Celicourt Communications +44 (0) 20 7770 6424
Felicity Winkles/Philip Dennis/Ali cleantech@celicourt.uk
AlQahtani
Dr. Reuter Investor Relations +49 69 1532 5857
Dr. Eva Reuter
Harbor Access - North America +1 475 477 9401
Jonathan Paterson/Lisa Micali
Porter Novelli - Chile +569 95348744
Ernesto Escobar Ernesto@publicoporternovelli.cl
Beaumont Cornish Limited
(Nominated Adviser) +44 (0) 207 628 3396
Roland Cornish/Asia Szusciak
Fox-Davies Capital Limited
(Joint Broker & Bookrunner) +44 (0) 20 3884 8450
Daniel Fox-Davies daniel@fox-davies.com
Canaccord Genuity Limited
(Joint Broker & Bookrunner)
James Asensio
George Grainger
Sam Lucas +44 (0) 207 523 4680
Background to the Fundraising
CleanTech Lithium is an exploration and development company,
advancing the next generation of sustainable lithium projects in
Chile. The target is to start producing battery grade lithium from
2026, with near zero carbon emissions and low environmental impact,
offering the EV market a green lithium supply solution.
The Company was admitted to trading on AIM in March 2022, raised
GBP5.6m through its IPO and raised a further GBP12.3m (before
expenses) in a secondary placing in October 2022 to fund its
planned work programme through 2023. The Company has previously
confirmed that it plans to dual-list on the Australian Stock
Exchange ("ASX") and due to delays in the regulatory application
process in 2H 2023, it is now envisaged that this will take place
in Q1 / early Q2 2024.
As the Company nears the end of 2023, it requires new funding to
maintain progress on its main work programme activities in Chile
and to meet its ongoing business costs. The Company has made
significant progress in 2023 with the funds raised in late 2022, as
highlighted below. Completion of the Laguna Verde PFS and ongoing
production of lithium carbonate from the DLE pilot plant will allow
the Company to begin to engage in strategic discussions with
potential long term partners.
The Company's Assets
The Company's two main assets, the Laguna Verde and Francisco
Basin projects, are in the lithium triangle, the world's centre for
battery grade lithium production (the lithium triangle comprises
Chile, Bolivia and Argentina). They are situated within basins
entirely controlled by Cleantech Lithium, which affords significant
potential development and operational advantages. The projects have
direct access to excellent infrastructure and renewable power.
The Company also has two early exploration projects in Chile
which offer additional upside potential. It holds 206 licences,
totalling 605 km(2) located in the Pampa del Tamarugal basin, which
constitute the Llamara project, and in Q2 2023 applied for 140
licences, totalling 337 km(2) located in the Salar de Atacama,
which constitute the Salar de Atacama project . Being greenfield
lithium projects, both the Llamara and Salar de Atacama licences
provide the Company with additional exploration potential and if a
lithium resource is ultimately generated, the potential to further
utilise the DLE based processing method. CTL plans to undertake a
programme of geophysical and exploration activities on these
licences in due course, when funds allow for this.
Business Strategy
The Company's business strategy is focused on delivering
long-term sustainable growth and returns for all stakeholders,
built on three pillars:
-- Develop the Company's prospective lithium projects (Laguna
Verde, Francisco Basin, Llamara and Salar de Atacama) in Chile,
prioritising Laguna Verde which is the most advanced project and
can be brought into production first;
-- Utilise clean technologies, including DLE and renewable
energy, to produce sustainable battery grade lithium products;
and
-- Supply directly into the EV and battery market through
strategic partnerships and/or offtake agreements.
Progress achieved since the last equity fundrasing
The Company has been extremely active since the last equity
fundraising in October 2022, focused on continuing to de-risk its
main assets and the application of its DLE technology in
partnership with Sunresin and other specialist parties. Across its
projects, the following has been undertaken and achieved since
October 2022:
DLE Pilot Plant
The Company intends to use DLE technology to produce battery
grade lithium, a technology that enables lower grade lithium brine
deposits to be economically developed in a sustainable way greatly
reducing the water consumption and land disturbance associated with
the use of evaporation ponds. Using renewable energy will also
greatly reduce carbon footprint compared to conventional hard rock
mining. Since August 2022 the Company has been working under a
memorandum of understanding with Sunresin New Materials Co. Ltd
("Sunresin") on the DLE extraction method having bought a small
scale DLE laboratory scale unit from Sunresin and over the past six
months using it to test various resins.
In early 2023, the Company ordered a US$2m pilot plant from a
wholly owned subsidiary of Sunresin, Puritech, who are based in
Belgium, and intend to produce 1 tonne per month of LCE in
concentrated eluate from the plant. This will then be processed to
battery grade lithium carbonate in an existing third party
facility. The final components of the pilot plant have recently
arrived in Chile and will be assembled and commissioned in the
coming weeks with the assistance of technicians from Sunresin. It
is planned that the plant will be operational before the end of
2023 with the targeted first production during Q1 2024.
Laguna Verde
-- A further two exploration wells were drilled in 1H 2023,
making a total of six wells to date. Capital spend on the 1H 2023
Laguna Verde drilling and testing campaign totalled approximately
GBP2.25m and was within 3% of the approved budget.
-- JORC-Compliant resource upgraded from 1.5 million tonnes to
1.8 million tonnes of lithium carbonate equivalent ("LCE")
announced in July 2023, with a 39% increase in the Measured and
Indicated category which will be used in the PFS to determine
reserves and lithium production capacity.
-- The results of the Laguna Verde Scoping Study were announced
in January 2023, indicating robust economics based on a 30-year
operational life of 20,000 tonnes lithium carbonate per annum, NPV8
of US$1.83bn at a long-term lithium price of US$22,500/tonne, IRR
45.1% and project payback 1 year 8 months.
-- The PFS for Laguna Verde commenced in March 2023, with
international consultant Worley and is targeted for completion end
Q1 2024. This study will assess project alternatives and define a
recommended project design to take into DFS. Project capital and
operating costs will be determined. Completion of the PFS will
allow CleanTech Lithium to engage in substantive discussions with
potential strategic and offtake partners.
-- Hydrogeological studies including well pump tests commenced
to provide necessary data for the PFS.
-- Environmental baseline studies commenced in April 2022 to
provide four seasons of data to inform the Environmental Impact
Assessment ("EIA") that will commence on completion of the PFS.
Francisco Basin
-- In 1H 2023, the Company completed the three wells originally
planned for the 2022 resource drill programme, while a further two
wells were added to the programme. Capital spend on the 1H 2023
Francisco Basin drilling and testing campaign totalled
approximately GBP3.1m and was 13% over the approved budget due to
the addition of two wells.
-- The drilling campaign resulted in the JORC-Compliant resource
being upgraded from 0.53 million tonnes to 0.92 million tonnes of
LCE, announced in August 2023, with around 42% of the resource
being in the Indicated category. Further drilling was recommended
in another campaign to increase the resource and move further
resource into the measured & indicated categories.
-- The Francisco Basin Scoping Study was announced in September
2023, indicating robust economics based on a 12-year operational
life of 20,000 tonnes lithium carbonate per annum with NPV8 of
US$1.1bn at a long-term lithium price of US$22,500/tonne, IRR 43.5%
and project payback 2 year 7 months.
-- Hydrogeological studies including well pump tests commenced
to provide necessary data for the Scoping Study.
-- Environmental baseline studies commenced in April 2022.
Llamara
-- An initial scouting exploration programme was undertaken to
test the lithium prospectivity of two targets, firstly a subsurface
brine aquifer and secondly a surface evaporite mineral. First
results were not positive but there were indications that lithium
concentrations in the brine aquifer could increase with depth and
the Company is evaluating the next stage of the exploration
programme.
Salar de Atacama
-- Applications lodged and now registered for new licences
covering a total area of 337 km(2) in the Salar de Atacama basin,
the leading lithium production base in the world.
-- A geophysics programme has commenced with the first completed
section identifying a subsurface brine aquifer target.
-- The Salar de Atacama is designated as a strategic salar by
the Chilean government - any commercial development will require a
joint venture with a state entity holding a majority (51%) stake,
which the Company views as suitable for such a strategically
important basin.
Further work programme activities on the Francisco Basin,
Llamara and Salar de Atacama will be subject to funding
availability.
Special Contract for Lithium Operations (CEOLs)
The directors and senior management in Chile continue to
maintain a highly active and positive dialogue with representatives
of the Chile Government and relevant regulatory and government
bodies and intend to obtain the required special contracts for
lithium operations (CEOLs), as planned, to enable lithium
production to commence at the Company's two advanced projects from
2026 onwards.
In Q3 2023, the Company's relevant subsidiaries submitted
detailed special lithium CEOL applications for both Laguna Verde
and Francisco Basin projects to the relevant authorities in Chile.
CTL is the first company to have applied for CEOLs since the
National Lithium Strategy was announced and, the Company
understands, the applications have been positively received by the
relevant authorities and other stakeholders. Whist there is no
pre-defined timetable for approval by the authorities of the CEOLs,
the Company hopes this could be achieved within six months of the
applications.
Constitutional Changes
The proposed new constitution for Chile has been published and
goes to national referendum on 17 December 2023. The proposed
constitution does not alter the status of lithium which is
currently non-concessionable and requires a CEOL to produce and
sell lithium. Whether the proposed constitution is approved or
rejected there will be no change to the requirement and the
application process for a CEOL.
Community Relations
In line with the Company's ESG-focused strategy, collaborating
with local communities is hugely important to the Company to ensure
the Company is developing in a way that respects their concerns.
The Directors believe their knowledge will continue to be of
material importance to the Company as it moves forward with its
projects. The Company has developed constructive relationships with
the local communities across the Atacama region, engaging in open
dialogue, transparency and recognising community knowledge to
ensure the longevity of the Company's success and social licence to
operate. The Company has also hosted visits from indigenous
communities, most of which live in settlements approximately 100km
away from the Company's two advanced projects.
ASX Listing and additional funding requirements
The Company announced its intention to dual-list on ASX in Q1
2023 and since then has engaged all the professional advisers
required to undertake that in an efficient and effective manner.
There are currently delays outside of the Company's control with
this process but the CTL Board is still working to achieve the
dual-listing as soon as possible, and it is now likely this will be
delayed until Q1 / early Q2 2024.
The Company will need to raise additional funds to maintain its
work programmes in Chile beyond March 2024, including the
commencement of the DFS and EIA on Laguna Verde and continuance of
the DLE pilot plant activities, etc. The Board plans to raise such
funds in conjunction with the ASX listing or through other
financing options that will be available at the time. The Board
still believes listing on ASX will see a significant value uplift
for CTL and also provide access to one of the deepest and most
active pools of capital for mining companies.
In parallel to the ASX listing, the Company will also be looking
to engage with potential strategic and offtake partners following
completion of the PFS and commence substantive discussions on
project participation and funding structures for the construction
of the Laguna Verde project.
Director Participation
Certain of the Directors are intending to participate in the
Placing by subscribing for up to GBP0.3 million in aggregate at the
Issue Price, being 1.33 million Placing Shares. Such subscription
will form part of the Conditional Placing.
Warrants
A Warrant grants the holder the right to subscribe for one new
Ordinary Share at 33 pence per share and is exercisable during the
period commencing on the date of grant of such Warrants and ending
on 14 December 2026.
Any Warrants remaining unexercised after the end of the relevant
subscription period shall automatically expire. Upon exercise of
the Warrants, the underlying Ordinary Shares will be issued within
fourteen days.
Further details of the Warrants and their timetable will be set
out in the Circular.
Broker Warrants
As consideration for their services in connection with the
Placing, the Company intends to issue the Joint Bookrunners with
warrants over such number of Ordinary Shares as is equal to between
6 and 7.5 % of the Placing Shares (each a "Broker Warrant"). Each
Broker Warrant will be exercisable at a price equal to the Issue
Price up until five years from their date of grant, being the date
of completion of the Conditional Placing. The grant of the Broker
Warrants is subject to the passing of the Resolutions at the
General Meeting.
Bookbuild
The Placing will be conducted by the Joint Bookrunners on behalf
of the Company in accordance with the terms and conditions set out
in the Appendix 1 to this announcement (the "Terms and
Conditions"). The Bookbuild will open with immediate effect
following this announcement. The number of Placing Shares will be
determined by the Joint Bookrunners and the Company, and will be
confirmed orally or by email following the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will rank
pari passu in all respects with the existing Ordinary Shares.
It is expected that the Bookbuild will close before 8.00 a.m. on
22 November 2023. However, the timing of the closing of the
Bookbuild and allocations are at the absolute discretion of the
Joint Bookrunners and the Company. Details of the results of the
Placing will be announced as soon as practicable after the close of
the Bookbuild. The Placing is not being underwritten.
This announcement should be read in its entirety. Investors'
attention is drawn to the detailed Terms and Conditions of the
Placing. 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 appendices) and to be making such offer on
the terms and subject to the conditions of the Placing contained
here, and to be providing the representations, warranties and
acknowledgements contained in the Terms and Conditions.
General Meeting
In accordance with the Company's articles of association,
shareholder approval is required for the Directors to issue the
Conditional Placing Shares and the Open Offer Shares and associated
Warrants, and the Broker Warrants. A general meeting is expected to
be held at the offices of CleanTech Lithium PLC, de Carteret House,
Castle Street, St Helier, Jersey, JE2 3BT for the purpose of
passing certain resolutions ("Resolutions"), including to authorise
the issue of the Conditional Placing Shares, the Open Offer Shares,
the related Warrants and the Broker Warrants. It is currently
anticipated that the General Meeting will be held on 14 December
2023. A circular (the "Circular"), containing a notice convening
the General Meeting, is expected to be published on or about 23
November 2023, outlining the terms of the Fundraising, the
Resolutions, the details of the Open Offer and recommending all
shareholders of the Company ("Shareholders") to vote in favour of
all the Resolutions. The Circular will be available on the
Company's website at https://www.ctlithium.com.
The Conditional Placing (which will include any participation by
Directors in the Placing) is conditional, inter alia, on the
Resolutions being passed by the Shareholders at the General Meeting
(or an adjournment thereof) and both the Firm Placing and
Conditional Placing are conditional, inter alia, on the placing
agreement between the Company, the Joint Bookrunners and Beaumont
Cornish otherwise becoming unconditional in all respects, save for
First Admission (in respect of the Firm Placing) or Second
Admission (in respect of the Conditional Placing), and not having
been terminated in accordance with the terms prior to First
Admission or Second Admission.
Applications will be made to London Stock Exchange plc ("London
Stock Exchange") for the New Ordinary Shares to be admitted to
trading on the AIM market of the London Stock Exchange ("AIM"). It
is currently expected that First Admission and Second Admission
will become effective, and that dealings in the respective shares
will commence on AIM, on or around 27 November 2023 and 15 December
2023 respectively. No application is being made for the Warrants to
be admitted to trading on AIM.
Expected Timetable of Principal Events
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with the Joint
Bookrunners. The timetable below also assumes that the Resolutions
are passed at the General Meeting without adjournment. In the event
of any significant changes from the below expected timetable,
details of the new times and dates will be notified to Shareholders
by an announcement on a Regulatory Information Service.
2023
Announcement of the Fundraising 21 November
Expected time and date of announcement of 22 November
results of the Placing
Publication of Circular 23 November
First Admission effective and dealings in 27 November
the Firm Placing Shares expected to commence
on AIM
CREST accounts credited in respect of Firm 27 November
Placing Shares and attached Warrants in
uncertificated form
General Meeting 10.00 a.m. 14 December
Expected announcement of results of the 14 December
General Meeting and the Open Offer
Second Admission effective and dealings 15 December
in the Conditional Placing Shares and the
Open Offer Shares expected to commence on
AIM
Where applicable, expected date for CREST 15 December
accounts to be credited in respect of Conditional
Placing Shares, Open Offer Shares and attached
Warrants in uncertificated form
Where applicable, expected date for despatch within 14 days of
of definitive certificates for Conditional Second Admission
Placing Shares, Open Offer Shares and attached
Warrants
---------------------------------------------------- -----------------------
Note: The Open Offer timetable including Record Date will be
announced in due course
CleanTech Lithium:
CleanTech Lithium (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) is an
exploration and development company advancing sustainable lithium
projects in Chile for the clean energy transition. Committed to
net-zero, CleanTech Lithium's mission is to produce material
quantities of battery grade using sustainable Direct Lithium
Extraction technology, powered by renewable energy, the Company
plan to be the leading supplier of 'green' lithium to the EV and
battery manufacturing market.
CleanTech Lithium has four lithium projects - Laguna Verde,
Francisco Basin, Llamara and Salar de Atacama - located in the
lithium triangle, the world's centre for battery grade lithium
production. The two major projects: Laguna Verde and Francisco
Basin are situated within basins controlled by the Company, which
affords significant potential development and operational
advantages. All four projects have direct access to existing
infrastructure and renewable power.
CleanTech Lithium is committed to using renewable power for
processing and reducing the environmental impact of its lithium
production by utilising Direct Lithium Extraction. Direct Lithium
Extraction is a transformative technology which removes lithium
from brine, with higher recoveries and purities. The method offers
short development lead times, low upfront capex, with no extensive
site construction and no evaporation pond development so there is
no water depletion from the aquifer. www.ctlithium.com
Important Notice(s)
This announcement includes "forward-looking statements" which
include all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this document. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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 the Joint Bookrunners
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 and
the Joint Bookrunners to inform themselves about, and to observe,
any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction.
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 into 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
amended, 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.
Fox-Davies Capital Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as joint bookrunner
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
Canaccord Genuity Limited is authorised and regulated by the FCA
in the United Kingdom and is acting as joint bookrunner exclusively
for the Company and no one else in connection with the Placing and
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matters referred to in this announcement.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
The Appendix 1 to this announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this announcement
(including the Appendix 1) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this announcement.
Appendix 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE 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: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, EITHER (I) PERSONS WHO ARE QUALIFIED INVESTORS ("UK
QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS
PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "UK PROSPECTUS REGULATION") (AND WHO ARE ALSO EITHER
(a) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR (b) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER), OR (II) PERSONS WHO ARE IN RECEIPT OF THE OFFER IN
ACCORDANCE WITH ARTICLE 1(4)(b) OF THE UK PROSPECTUS REGULATION
(AND WHO ARE ALSO PERSONS WHO FALL WITHIN ARTICLE 43 OF THE ORDER
(MEMBER AND CREDITORS OF CERTAIN BODIES CORPORATE)), OR (C) IF IN
AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS
WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS
ACT 2001 (CTH) ("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR
MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR
(III) A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION
708(11) OF THE CORPORATIONS ACT (ALL SUCH PERSONS REFERRED TO ABOVE
AS "WHOLESALE INVESTORS"), OR (D) PERSONS IN THE PROVINCES OF
ONTARIO AND BRITISH COLUMBIA, CANADA WHO ARE AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT
45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OF THE CANADIAN
SECURITIES ADMINISTRATORS OR
SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) AND A
"PERMITTED CLIENT" as defined in National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations OF THE CANADIAN SECURITIES ADMINISTRATORS, OR (E)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B), (C), (D) and (E) ABOVE TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
ANNOUNCEMENT 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 THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES AND HAVE COMPLIED WITH, AND WILL COMPLY WITH,
APPLICABLE SECURITIES LAWS IN CONNECTION WITH THE PLACING.
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 OF AMERICA. THE PLACING SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES OF AMERICA EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES
ARE ONLY BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S
UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE
UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS AS DEFINED
IN RULE 144A UNDER THE US SECURITIES ACT IN TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE EEA, THE UNITED KINGDOM, CANADA,
AUSTRALIA, HONG KONG, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States of America (including its territories
and possessions, any state of the United States and the District of
Columbia), Canada, Australia, New Zealand, South Africa, Japan or
Hong Kong (each a "Restricted Territory") or in any other
jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
Placing in the EEA, the United Kingdom, Canada, the United States,
Australia, New Zealand, South Africa, Japan, Hong Kong or any other
Restricted Territory or elsewhere.
Subject to certain exceptions, this Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in any Restricted
Territory or in any other jurisdiction in which such release,
publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares or Warrants in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
either of Canaccord Genuity Limited ("Canaccord") or Fox-Davies
Capital Limited ("Fox-Davies") (Canaccord and Fox-Davies together
the "Joint Bookrunners"), or any of their respective Affiliates, or
any of their, or their respective Affiliates' partners, directors,
officers, members, employees, agents or advisers which would permit
an offer of the Placing Shares or Warrants or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares or Warrants in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by each of
the Company and the Joint Bookrunners to inform themselves about,
and to observe, any such restrictions.
All offers of the Placing Shares and Warrants will be made
pursuant to an exemption from the requirement to produce a
prospectus under either the Prospectus Regulation, the UK
Prospectus Regulation, the Corporations Act, or Canadian securities
laws, as applicable. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
to which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
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 either
Joint Bookrunner or any of their respective Affiliates, nor any of
their or their respective Affiliates' partners, directors,
officers, employees, agents or advisers 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 party or its advisers, and any liability therefore is
expressly disclaimed (save that nothing in this paragraph shall
exclude the liability of any person for their own fraudulent
misrepresentation).
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective
Affiliates, nor any of its, or their respective Affiliates',
partners, directors, officers, employees, agents or advisers, makes
any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares or Warrants.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares and Warrants has been given will (i) be
deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and conditions
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
indemnities, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will subscribe
for, acquire, hold, manage or dispose of any Placing Shares and
Warrants that are allocated to it for the purposes of its
business;
2. in the case of a Relevant Person in a member state of the EEA
which is subject to the Prospectus Regulation (each a "Relevant
Member State") who acquires any Placing Shares and Warrants
pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares and Warrants acquired by it
as a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation:
(i) the Placing Shares and Warrants acquired by and/or
subscribed for by it in the Placing will not be acquired and/or
subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or
resale to persons in any Relevant Member State other than to EEA
Qualified Investors, or in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
any Relevant Member State to EEA Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale; or
(ii) where Placing Shares and Warrants have been acquired or
subscribed for by it on behalf of persons in any Relevant Member
State other than EEA Qualified Investors, the offer of those
Placing Shares and Warrants to it is not treated under the
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares and Warrants pursuant to the
Placing:
(a) it is either:
a. a UK Qualified Investor; or
b. a shareholder of the Company; and
(b) in respect of any Placing Shares and Warrants acquired by it
as a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation:
(i) the Placing Shares and Warrants acquired by and/or
subscribed for by it in the Placing will not be acquired and/or
subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or
resale to persons in the United Kingdom other than to UK Qualified
Investors, or in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in the
United Kingdom to UK Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
each such proposed offer or resale; or
(ii) where the Placing Shares and Warrants have been acquired or
subscribed for by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing
Shares and Warrants to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares and Warrants is, and
at the time it subscribes for the Placing Shares and Warrants will
be either (i) located outside the United States acquiring the
Placing Shares and Warrants in an "offshore transactions" as
defined in and in reliance on Regulation S under the US Securities
Act, or (ii) is a "qualified institutional buyer" ("QIB") as
defined in Rule 144A under the US Securities Act acquiring the
Placing Shares and Warrants pursuant to an exemption from the
registration requirements of the US Securities Act;
5. in the case of a person in Australia who acquires any Placing
Shares and Warrants pursuant to the Placing, it is a Wholesale
Investor, and it is not that person's intention or purpose that any
of the Placing Shares and Warrants be acquired for the purpose of
selling or transferring the securities or granting, issuing, or
transferring interests in, or options over, them; and
6. in the case of a person in Canada who acquires any Placing
Shares and Warrants pursuant to the Placing:
(a) it has duly completed a form of Canadian representation
letter with respect to the Placing Shares and Warrants;
(b) it is resident in the Province of Ontario or British
Columbia, Canada, and is subject to the securities laws of such
Province;
(c) it is an "accredited investor" within the meaning of section
1.1 National Instrument 45-106 - Prospectus Exemptions ("NI
45-106") or, in Ontario, as such term is defined in section 73.3(1)
of the Securities Act (Ontario) (the "OSA"), as applicable;
(d) it is a "permitted client" as defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations;
(e) it is, or is deemed to be, purchasing the Placing Shares and
Warrants as principal for its own account in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; and
(f) such person was not created or used solely to purchase or
hold the Placing Shares or Warrants as an accredited investor under
NI 45-106.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Joint
Bookrunners will commence an accelerated bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The books will open with
immediate effect following release of this Announcement. Members of
the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Information to 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 measures implementing retained EU law (as
defined in section 6(7) of the European Union (Withdrawal) Act
2018) in the United Kingdom) ("Retained MiFID Provisions"
(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 MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares and Warrants have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II and the Retained MiFID Provisions; and (ii) eligible
for distribution through all distribution channels as are permitted
by MiFID II and the Retained MiFID Provisions (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares (and the Ordinary
Shares that are subject to the Warrants) may decline and investors
could lose all or part of their investment; the Placing Shares and
Warrants offer no guaranteed income and no capital protection; and
an investment in the Placing Shares and Warrants is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or the Retained MiFID Provisions; 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 Warrants and
determining appropriate distribution channels.
Details of the Placing Agreement, the Placing Shares and the
Warrants
The Joint Bookrunners are each acting as the Company's agent in
connection with the Placing. The Joint Bookrunners have entered
into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, including in
respect of the Conditional Placing the passing by the shareholders
of the Company of the Resolutions to approve the Conditional
Placing, the Joint Bookrunners have agreed, as agents for the
Company, severally to use their respective reasonable endeavours to
procure Placees for the Placing Shares at a price of 22 pence per
Placing Share (the "Issue Price") and as set out in the Placing
Agreement. For every two Placing Shares subscribed for, the
subscriber will also be granted one Warrant. Each Warrant will
entitle the subscriber to subscribe for one Ordinary Share at a
price of 33 pence per Ordinary Share at any time from the date
Second Admission until 14 December 2026. The Warrants will be
unlisted and no application will be made for the Warrants to be
admitted to trading on AIM or any other stock exchange.
The Placing Shares and Warrants will be allotted and issued in
two tranches:
-- the Firm Placing, being a maximum of 14.12 million Placing
Shares and 7.05 million Warrants (together, "Tranche 1") will be
allotted and issued within the Company's existing authorities to
allot equity securities; and
-- the Conditional Placing, being the balance of the Placing
Shares and Warrants subject to the Placing (together, "Tranche 2",
and each of Tranche 1 and Tranche 2 being a "Tranche"), will be
allotted and issued conditional upon (inter alia) approval of the
Resolutions at a General Meeting of the Company's shareholders that
it is intended will be convened to be held on or around 14 December
2024.
The number of Placing Shares and Warrants in the Placing will be
determined following completion of the Bookbuild and set out in the
placing supplement agreement to be entered into between Joint
Bookrunners and the Company (the "Placing Supplement Agreement").
The final number of Placing Shares and Warrants and their
allocations will be decided at the close of the Bookbuild. The
timing of the closing of the Bookbuild will be at the discretion of
the Company and the Joint Bookrunners. Details of the number of
Placing Shares and Warrants will be announced as soon as
practicable after the close of the Bookbuild.
Each Placee who agrees to subscribe for Placing Shares and
Warrants in the Placing, and whose participation is confirmed by
the Joint Bookrunners, will have their allocation of Placing Shares
and Warrants split between Tranche 1 and/or Tranche 2 in such
proportions as the Bookrunners may determine, in their absolute
discretion.
The Company is also separately making the Open Offer of up to
2.37 million new Ordinary Shares. Qualified Shareholders who
participate in the Open Offer will also be granted one Warrant for
every two new Open Offer Shares subscribed for in the Open Offer.
The Warrants to be granted under the Open Offer are being granted
on the same terms as those granted under the Placing. Completion of
the Placing is not conditional upon any minimum amount being raised
under the Open Offer. The Open Offer is subject to shareholder
approval at the General Meeting. The Open Offer is expected to
close on or around 13 December 2023. The Open Offer Shares and
associated Warrants will be allotted and issued as soon as
practicable after the close of the General Meeting.
In accordance with the terms and subject to the conditions in
the Placing Agreement, neither the Placing nor the Open Offer nor
any potential subscription by certain of the Directors is being
underwritten by the Joint Bookrunners or anyone else, and in the
event that subscribers are not obtained for all or any of the
Placing Shares, Open Offer Shares and Warrants or in the event of a
default to make payment by any subscribers procured by the Joint
Bookrunners, there will be no obligation on either Joint Bookrunner
to subscribe for any Placing Shares, Open Offer Shares or
Warrants.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of the Ordinary Shares after the
date of issue of the Placing Shares. The Placing Shares and
Warrants will be issued free of any encumbrances, liens or other
security interests.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange plc for
the admission of the Firm Placing Shares and the Conditional
Placing Shares to trading on AIM ("Admission").
It is expected that:
-- First Admission will take place at 8.00 am (London time) on 27 November 2023; and
-- subject to the passing of the Resolutions, Second Admission
will take place at 8.00 am (London time) on 15 December 2023,
or, in each case, such later date as may be agreed between the
Company and the Joint Bookrunners, provided that such date is no
later than 8.00 am (London time) on the Long Stop Date.
Each Tranche of Warrants will be granted subject to, and such
grant will take effect from, Admission of the Tranche of Placing
Shares to which it relates. The Warrants will be unlisted and no
application will be made for admission of the Warrants to trading
on AIM or any other stock exchange.
Admission of the Open Offer Shares is expected to take place at
8.00 am (London time) on 15 December 2023, or such later date as
may be agreed between the Company and the Joint Bookrunners,
provided that such date is no later than 8.00 am (London time) on
the Long Stop Date.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by one
of the Joint Bookrunners. Each of the Joint Bookrunners and their
respective affiliates are entitled to enter bids as principal in
the Bookbuild.
2. The Bookbuild, if successful, will establish the number of
Placing Shares and Warrants which will be included in the Placing.
The number of Placing Shares and Warrants and the aggregate
proceeds to be raised through the Placing will be agreed between
the Joint Bookrunners and the Company following completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the Issue
Price. The Placing Shares carry a Warrant entitlement of one
Warrant for every two Placing Shares. Bids in the Bookbuild may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 6 below. Each Placee who agrees to subscribe for Placing
Shares and Warrants in the Placing, and whose participation is
confirmed by the Joint Bookrunners, will have their allocation of
Placing Shares and Warrants split between Tranche 1 and/or Tranche
2 in such proportions as the Bookrunners may determine, in their
absolute discretion.
4. The Bookbuild is expected to close no later than 8.00 am
(London time) on 22 November 2023, being the first Business Day
after the date of this Announcement, but may be closed earlier or
later, at the absolute discretion of the Joint Bookrunners. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either
orally or by email by the relevant Joint Bookrunner following the
close of the Bookbuild. Subject to paragraph 8 below, the relevant
Joint Bookrunner's oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Joint
Bookrunner (as an agent of the Company) and the Company, under
which such Placee agrees to subscribe for the number of Placing
Shares and Warrants allocated to it in the respective Tranches and
to pay the Issue Price for each such Placing Share on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at their discretion and may scale down
any bids for this purpose on such basis as they may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above, (i) allocate Placing Shares and Warrants
after the time of any initial allocation to any person submitting a
bid after that time, and (ii) allocate Placing Shares and Warrants
after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute
discretion of the Joint Bookrunners. If within a reasonable time
after a request for verification of identity, the Joint Bookrunners
have not received such satisfactory evidence, the Joint Bookrunners
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited.
7. The allocation of Placing Shares and Warrants to Placees
located in the United States and Canada shall be conditional on the
execution by each Placee of an investor representation letter or
subscription agreement (in the form required by the Joint
Bookrunners).
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' and the Company's consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
it (or its assignee or as it may direct) in cleared funds an amount
equal to the product of the Issue Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees'
obligations will be owed to the relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing(s) is/are confirmed, settlement for each
Tranche of the Placing Shares and Warrants 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".
11. All obligations under the Bookbuild and the Placing will be
subject to satisfaction, fulfilment or (where applicable) waiver of
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing Agreement".
12. By participating in a Bookbuild, 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.
13. To the fullest extent permissible by law, neither of the
Joint Bookrunners, the Company or any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners, nor
the Company, nor any of their respective Affiliates shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Bookrunners, their respective Affiliates
and the Company may agree or determine.
Conditions of the Placing
Each Tranche of the Placing is conditional upon the Placing
Agreement becoming unconditional in respect of that Tranche of the
Placing and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement with respect to the Placing are conditional on certain
conditions, including (without limitation):
1. in respect of Tranche 2 of the Placing, Admission of the Firm
Placing Shares having become effective, and upon the passing of the
Resolutions at the General Meeting;
2. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission of the relevant Tranche;
3. none of the warranties or undertakings provided by the
Company in the Placing Agreement being or having become untrue,
inaccurate or misleading at any time, and no fact or circumstance
having arisen which would constitute a breach of any of the
warranties or undertakings provided by the Placing Agreement, in
each case, save to the extent that the Joint Bookrunners consider,
acting in good faith, that the relevant matter is not material in
the context of the Placing or Admission;
4. Admission of:
a. the Firm Placing Shares taking place by not later than 8.00
am (London time) on 27 November 2023; and
b. the Conditional Placing Shares taking place by not later than
8.00 am (London time) on 15 December 2023,
or, in each case, such later date as may be agreed in writing
between the Company and the Joint Bookrunners (acting jointly),
being not later than 8.00 am (London time) on the Long Stop
Date.
Completion of the Placing is not subject to any minimum
fundraising under the Open Offer being achieved. Completion of
Tranche 2 of the Placing is conditional upon the completion of
Tranche 1 of the Placing, but completion of Tranche 1 of the
Placing is not conditional upon the passing of any of the
Resolutions or the completion of Tranche 2 of the Placing.
If, in respect of either Tranche of the Placing: (i) any of the
conditions relating to that Tranche contained in the Placing
Agreement, including (without limitation) those described above,
are not fulfilled or (where applicable) waived by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree,
being not later than 8.00 am on the Long Stop Date); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, that Tranche of the Placing will lapse and the Placees'
rights and obligations hereunder in relation to that Tranche of the
Placing Shares and Warrants shall cease and terminate at such time
and each Placee agrees that no claim can be made by it in respect
thereof. If the Placing Agreement is terminated after Admission of
the Firm Placing Shares and the grant of Tranche 1 of the Warrants,
but prior to Admission of the Conditional Placing Shares and the
grant of Tranche 2 of the Warrants, such termination shall be
without prejudice to the Admission of the Firm Placing Shares and
the grant of Tranche 1 of the Warrants.
The Joint Bookrunners may, at their absolute discretion (acting
jointly), waive fulfilment of all or any of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions (to the extent that the
Joint Bookrunners are permitted to waive such condition pursuant to
the Placing Agreement). Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement. The
Joint Bookrunners may each terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor any of their respective
Affiliates, nor any of its or their respective Affiliates'
partners, directors, officers, employees, agents or advisers 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 it or another person 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 it 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 the
Joint Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Either of the Joint Bookrunners is entitled at any time before
Admission of either Tranche of the Placing Shares, to terminate the
Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if:
1. any of the warranties contained in the Placing Agreement was
not, or has ceased to be, true or accurate in any material respect,
or was misleading, or would not be true, accurate or not misleading
if then repeated, by reference to the facts subsisting at the time
;
2. any statement contained in any of the Placing Documents
(being the marketing presentation in relation to the Placing, the
announcements in relation to the Placing or the circular relating
to the Open Offer and the General Meeting) has become or been
discovered to be untrue or inaccurate in any material respect or
misleading or there has been a material omission therefrom; or
3. there has occurred, in either of the Joint Bookrunners' or
the Nominated Adviser's opinion, acting in good faith, a material
adverse change in the business of the Company or in the financial
or trading position or prospects of the Company which would, or
would be likely to, prejudice materially the Company, the Placing
or Admission; or
4. there have occurred certain market disruption or force
majeure events, as specified in the Placing Agreement.
If the Placing Agreement is terminated after Admission of the
Firm Placing Shares and the grant of Tranche 1 of the Warrants, but
prior to Admission of the Conditional Placing Shares and the grant
of Tranche 2 of the Warrants, such termination shall be without
prejudice to the Admission of the Firm Placing Shares and the grant
of Tranche 1 of the Warrants.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of each Tranche of the Placing
terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable
of rescission or termination by it after oral confirmation by the
Joint Bookrunners following the close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
either of the Joint Bookrunners need make any reference to, or
undertake any consultation with, Placees and that neither they nor
any of their respective Affiliates', agents, directors, officers or
employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
No prospectus
The Placing Shares and Warrants that are being issued in
relation to the Placing are being offered to a limited number of
specifically invited persons only and, for the avoidance of doubt,
this will be to fewer than 150 persons and/or persons who are UK
Qualified Investors, and will not be offered in such a way as to
require any prospectus or other offering document to be published.
No offering document, prospectus or admission document has been or
will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, the Open Offer, the
Placing Shares, the Open Offer Shares or the Warrants and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners
and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company (other than publicly available
information) or the Joint Bookrunners or their respective
Affiliates or any other person and neither of the Joint Bookrunners
nor the Company, nor any of their respective Affiliates 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 (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in making an offer to participate in the Placing. No
Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Post-Admission Undertakings
The Company has, inter alia, undertaken to the Joint Bookrunners
that, except for the Placing Shares, the Open Offer Shares,
Ordinary Shares subscribed by Directors in conjunction with the
Placing, the Warrants and the Broker Warrants, the exercise of
existing options and warrants, and certain issues of Ordinary
Shares to Directors in lieu of fees, for six months following
Admission of the Firm Placing Shares it will not issue any shares
or other securities other than with the consent of the Nominated
Adviser and the Joint Bookrunners (acting in good faith), and save
for a further placing expected to be completed in the first half of
2024 as referred to in the Announcement or an investment by a
strategic partner, provided that the Company notifies the Nominated
Adviser and the Joint Bookrunners in advance of its intention to
conduct such further placing.
By participating in the Placing, Placees agree that the exercise
by the Nominated Adviser or the Joint Bookrunners of any power to
grant consent to waive such undertaking by the Company shall be
within the absolute discretion of the Nominated Adviser and the
Joint Bookrunners and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BPCP3Z37) and the Warrants (ISIN: JE00BLFDJM55) following
Admission will take place within the relevant system administered
by Euroclear ("CREST"), using the delivery versus payment
mechanism, subject to certain exceptions. Subject to certain
exceptions, the Joint Bookrunners and the Company reserve the right
to require settlement for, and delivery of, the Placing Shares and
Warrants to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment for any Placing Shares and
Warrants is completed either (a) in accordance with either the
standing CREST or certificated settlement instructions that it has
in place with the relevant Joint Bookrunner; or (b) if there are no
standing CREST of certificated settlement instructions in place
with the relevant Joint Bookrunner, in accordance with such CREST
or (if agreed with the Joint Bookrunners) certificated settlement
instructions provided in writing by the Placee to the relevant
Joint Bookrunner.
Subject to the paragraph below, the Company will deliver the
relevant Placing Shares and Warrants in accordance with the Placing
Agreement, to a CREST account operated by the relevant Joint
Bookrunner as agent for the Company and each Joint Bookrunner will
enter its delivery (DEL) instruction into the CREST system. The
Joint Bookrunners will hold any Placing Shares and Warrants
delivered to this account as nominee for the relevant Placees
procured by it. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
If agreed in advance between a Placee ("Certificated Placee")
and the relevant Joint Bookrunner, and notified in advance by the
relevant Joint Bookrunner to the Company, the Company will (subject
to the remainder of this paragraph) arrange for delivery of a share
certificate and/or warrant certificate in the name of the
Certificated Placee for the relevant Placing Shares and/or
Warrants. Funds must be received by the relevant Joint Bookrunner
from the Certificated Placees at least three days prior to the date
of Admission of the relevant Tranche of Placing Shares. Subject to
receipt of the relevant funds by the relevant Joint Bookrunner and
subject and conditional upon Admission of the relevant Tranche of
Placing Shares and grant of the relevant Tranche of Warrants, the
Company shall arrange for delivery of the relevant share
certificate and/or warrant certificate to the relevant Certificated
Placee. In the event that Admission of the relevant Tranche of the
Placing Shares and/or grant of the relevant Tranche of Warrants
does not become effective by the Long Stop Date, any funds received
by the Joint Bookrunners from any Certificated Placee shall be
returned, without interest, to the relevant drawee bank
account.
It is expected that settlement of:
-- the Firm Placing Shares and Tranche 1 of the Warrants will be on 27 November 2023; and
-- the Conditional Placing Shares and Tranche 2 of the Warrants will be on 15 December 2023,
in each case on a T+3 basis in accordance with the instructions
given by the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above Barclays Bank PLC
as determined by the Joint Bookrunners, with interest compounded on
a daily basis.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares and Warrants allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares and Warrants on such Placee's behalf.
The foregoing is without prejudice to any cause of action the Joint
Bookrunners may have against a defaulting Placee.
If Placing Shares and/or Warrants are to be delivered to a
custodian or settlement agent, Placees should ensure that the
custodian or settlement agent is notified immediately to the
relevant person within that organisation. Insofar as Placing Shares
and/or Warrants 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 and/or Warrants should, subject to as provided
below, be so registered free from any liability to United Kingdom
stamp duty or United Kingdom stamp duty reserve tax. If there are
any circumstances in which any other stamp duty or stamp duty
reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares and/or Warrants (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares or Warrants), neither of the Joint
Bookrunners nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be and (or itself and for any
such prospective Placee ) with each of the Nominated Adviser, and
the Joint Bookrunners (in their capacity as placing agents in
respect of the Placing), and the Company, in each case as a
fundamental term of its application for Placing Shares and
Warrants, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares and Warrants is subject to and based
upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to
redistribute, duplicate or otherwise transmit this Announcement and
that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the
Placing, the Company, the Placing Shares, the Warrants or
otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation, the UK Prospectus
Regulation, the Corporations Act or Canadian securities laws and it
has not received and will not receive a prospectus, admission
document or other offering document in connection with Admission,
the Bookbuild, the Company, the Placing, the Placing Shares or the
Warrants;
3. time is of the essence as regards its obligations under this Announcement;
4. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
5. that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with MAR, the AIM Rules,
and other applicable law and regulation;
6. that neither of the Joint Bookrunners nor the Company nor any
of their respective Affiliates nor any person acting on behalf of
any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Warrants, the Bookbuild, the Placing or the Company or any other
person other than this Announcement, nor has it requested any of
the Joint Bookrunners, the Company, or any of their respective
Affiliates nor any person acting on behalf of any of them to
provide it with any such material or information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time that each Tranche of
the Placing Shares and Warrants is acquired neither it nor the
beneficial owner of such Placing Shares and Warrants will be, a
resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares or Warrants, subject to certain restrictions;
and further acknowledges that the Placing Shares and Warrants have
not been and will not be registered or otherwise qualified for
offer and sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the
Placing Shares or Warrants under the securities legislation of any
Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in whole or in part, in, into or within those
jurisdictions or in any other country or jurisdiction where any
such action for that purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners, the Nominated Adviser nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any responsibility or liability for any information, representation
or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the Company
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
9. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares and Warrants is contained in this Announcement, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and Warrants, and that it
has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Nominated Adviser, the Joint Bookrunners or the Company or any
of their respective Affiliates and neither of the Joint Bookrunners
nor the Company nor any of their respective Affiliates or any
person acting on any of their respective behalf will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement;
10. that it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that neither
of the Nominated Adviser, the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on any of their
respective behalf have made any representations to it, express or
implied, with respect to the Company, the Bookbuild or the Placing
or the Placing Shares or the Warrants, and each of them expressly
disclaims any liability in respect thereof;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners or any of their respective Affiliates or any person
acting on the Joint Bookrunners' or any of their respective
Affiliates' behalf and understands that (i) neither of the
Nominated Adviser nor the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on their behalf has or
shall have any liability for public information or any
representation; (ii) neither of the Nominated Adviser nor the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither of the Nominated
Adviser nor the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
12. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares and Warrants will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares or
Warrants would give rise to such a liability and that the Placing
Shares and Warrants are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares or Warrants into a clearance service;
13. that no action has been or will be taken by the Company, the
Joint Bookrunners, nor any person acting on behalf of the Company,
that would, or is intended to, permit a public offer of the Placing
Shares or Warrants in any country or jurisdiction where any such
action for that purpose is required;
14. that it and any person acting on its behalf is entitled to
acquire the Placing Shares and Warrants under the laws of all
relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take
any action which will or may result in the Joint Bookrunners, the
Company or any of their respective Affiliates acting in breach of
the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
15. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
16. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
17. that it is a Relevant Person and acting as principal only in
respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make, and
does make, the acknowledgments, representations and agreements
herein on behalf of each such person; and (ii) it is and will
remain liable to the Joint Bookrunners and the Company for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares and/or Warrants by
or on behalf of any person for whom it is acting;
18. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
19. if in the United Kingdom, and it is a UK Qualified Investor,
that it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares or Warrants that are
allocated to it for the purposes of its business only;
20. that it has not distributed, forwarded, transferred or
otherwise transmitted, and will not distribute, forward, transfer
or otherwise transmit, this Announcement or any part of it, or any
other presentation or other materials concerning the Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted Territory or
any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21. where it is acquiring the Placing Shares and Warrants for
one or more managed accounts, it represents, warrants and
undertakes that it is authorised in writing by each managed
account: (a) to acquire the Placing Shares and Warrants for each
managed account; and (b) it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
22. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares and Warrants is in full compliance with applicable laws and
regulations;
23. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
and Warrants acquired by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares or Warrants to persons in the EEA, except to EEA
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state in the EEA within the meaning of Article 2(d) of the
Prospectus Regulation;
25. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares or Warrants to persons in the United Kingdom, except
to UK Qualified Investors or otherwise in circumstances which have
not resulted and which will not result in an offer to the public in
the United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
26. that any offer of Placing Shares and Warrants may only be
directed at persons in member states of the EEA who are EEA
Qualified Investors and represents, warrants and undertakes that it
has not offered or sold and will not offer or sell any Placing
Shares or Warrants to persons in the EEA prior to Admission except
to EEA Qualified Investors or otherwise in circumstances which have
not resulted in and which will not result in an offer to the public
in any member state of the EEA within the meaning of the Prospectus
Regulation;
27. that any offer of Placing Shares and Warrants may only be
directed at persons in the United Kingdom who are either UK
Qualified Investors or are shareholders of the Company and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares or Warrants to
persons in the United Kingdom prior to Admission except to UK
Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus
Regulation;
28. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares and Warrants in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
29. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares and
Warrants in respect of anything done in, from or otherwise
involving, the United Kingdom;
30. if it has received any inside information (as that term is
defined in MAR) about the Company in advance of the Placing, 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 except as permitted by MAR, prior to the information
being made publicly available;
31. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares and Warrants under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has not taken any action which will or may
result in the Company, the Joint Bookrunners, any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any territory in connection
with the Placing; and (iv) that the subscription for and purchase
of the Placing Shares and Warrants by it or any person acting on
its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares and Warrants it has agreed
to acquire, agree and undertake that it (and any person acting on
its behalf) will make payment for the Placing Shares and Warrants
allocated to it in accordance with this Announcement on the due
time and date set out herein and, in the case of the Placing Shares
and Warrants, against delivery of such Placing Shares and Warrants
to it, failing which the relevant Placing Shares and Warrants may
be placed with other Placees or sold as the Joint Bookrunners and
the Company may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and Warrants and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares and Warrants on its behalf;
33. that its allocation (if any) of Placing Shares and Warrants
will represent a maximum number of Placing Shares and Warrants to
which it will be entitled, and required, to acquire, and that the
Joint Bookrunners or the Company may call upon it to acquire a
lower number of Placing Shares and Warrants (if any), but in no
event in aggregate more than the aforementioned maximum. It also
acknowledges that its allocation of Placing Shares and Warrants
will be split between Tranche 1 and/or Tranche 2 (in such
proportions as the Bookrunners may determine, in their absolute
discretion), that the allotment and issue of the Conditional
Placing Shares and the grant of Tranche 2 of the Warrants is
conditional (inter alia) upon the passing of the Resolutions at the
General Meeting, and that there is no guarantee that the
Resolutions will be passed and therefore that such Conditional
Placing Shares will be issued or Tranche 2 Warrants granted;
34. that none of the Company, the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35. no prospectus will be cleared or approved in respect of the
Placing Shares and Warrants under the securities laws of any
Restricted Territory and, subject to certain exceptions, the
Placing Shares and Warrants may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in
whole or in part, in, into or within any Restricted Territory, or
in any country or jurisdiction where any action for that purpose is
required;
36. that the person whom it specifies for registration as holder
of the Placing Shares and Warrants will be (i) itself or (ii) its
nominee, as the case may be. Neither of the Joint Bookrunners, nor
the Company nor any of their respective Affiliates will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar duties or taxes (together with any interest or
penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify each of the Joint Bookrunners, the Company and any of
their respective Affiliates and any person acting on their
respective behalf in respect of the same on an after-tax basis on
the basis that (in the case of uncertificated Placing Shares and
Warrants) the relevant Placing Shares and Warrants will (where they
are not held in certificated form) be allotted to the CREST stock
account of the relevant Joint Bookrunner who who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its settlement instructions;
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, 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 agreements, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares and Warrants (together with any
interest chargeable thereon) may be taken by the Joint Bookrunners
or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
38. that each of the Joint Bookrunners, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
39. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the Company and the Joint
Bookrunners 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 the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
are given to Joint Bookrunner for itself and on behalf of the
Company and will survive completion of the Placing and
Admission;
40. that any documents (including without limitation share
certificates) sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to
the Joint Bookrunners;
41. that it irrevocably appoints any director of the Joint
Bookrunners as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares and Warrants agreed to be taken up by it
under the Placing;
42. 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;
43. that its commitment to acquire Placing Shares and Warrants
on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing or any
of them;
44. that in making any decision to acquire the Placing Shares
and Warrants (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares and Warrants; (ii)
it is experienced in investing in securities of this nature in the
Company's sector and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able
to sustain a complete loss in connection with, the Placing; (iii)
it has relied on its own examination, due diligence and analysis of
the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners or any of their respective Affiliates; (iv) it has had
sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the
Placing Shares and Warrants, including the legal, regulatory, tax,
business, currency and other economic and financial considerations
relevant to such investment and has so conducted its own
investigation to the extent it deems necessary for the purposes of
its investigation; (v) it is aware and understands that an
investment in the Placing Shares and Warrants involves a
considerable degree of risk and it will not look to the Company,
the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or
losses it or they may suffer; and (vi) has no need for liquidity
with respect to its investment in the Placing Shares and
Warrants;
45. it agrees that neither of the Joint Bookrunners, the
Nominated Adviser nor the Company owe any fiduciary or other duties
to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
46. it understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
their respective behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Bookrunners and their respective Affiliates have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares and Warrants, or as to the condition, financial
or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to acquire the Placing
Shares and Warrants. It agrees that no information has been
prepared by, or is the responsibility of, the Joint Bookrunners or
any of their respective Affiliates for the purposes of this
Placing;
47. it agrees that it will not hold either of the Nominated
Adviser or the Joint Bookrunners or any of their respective
Affiliates or any person acting on their behalf responsible or
liable for any misstatements in, or omissions from, any publicly
available information relating to the Group or information made
available (whether in written or oral form) relating to the Group
(the "Information") and that neither of the Nominated Adviser, the
Joint Bookrunners nor any person acting on behalf of the Nominated
Adviser or either Joint Bookrunner makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
48. that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its or their own
account such shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
either Joint Bookrunner and any of their respective Affiliates
acting in such capacity. In addition, the Joint Bookrunners or any
of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which such Joint
Bookrunners or any of their respective Affiliates may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing. Neither of the Joint Bookrunners nor any of
their respective Affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
49. that it will not distribute any document relating to the
Placing Shares and Warrants and it will be acquiring the Placing
Shares and Warrants 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, deliver or grant a
participation therein to such person or any third person with
respect of any Placing Shares and Warrants;
50. none of the Company nor the Joint Bookrunners, nor any of
their respective, partners, directors, officers, employees,
Affiliates or agents has made any written or oral representation:
(i) that any person will resell or repurchase the Placing Shares
and Warrants; (ii) that any person will refund all or any part of
the purchase price for the Placing Shares and Warrants; or (iii) as
to the future price or value of the Placing Shares and
Warrants;
51. if it is a person in Australia, that it is a Wholesale
Investor, and it is not that person's intention or purpose that any
of the Placing Shares and Warrants be acquired for the purpose of
selling or transferring the securities or granting, issuing, or
transferring interests in, or options over, them;
52. if it is a person in Canada, that it is in and resident in
Ontario or British Columbia, it is an "accredited investor" as such
term is defined in section 1.1 of NI 45-106 or, in Ontario, as such
term is defined in section 73.3(1) of the OSA, and it is a
"permitted client" (as defined in National Instrument 31-103 -
Registration Requirements and Exemptions); and
53. that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have
received customary fees and commissions and that each of the Joint
Bookrunners and their respective Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares and grant Warrants to Placees (or the persons for whom
Placees are contracting as nominee or agent) free of UK stamp duty
and UK stamp duty reserve tax relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents
or nominees, direct from the Company for the Placing Shares and
Warrants in question. None of the Company or the Joint Bookrunners
will be responsible for any UK stamp duty or UK stamp duty reserve
tax or any other transfer taxes (including any interest, fines and
penalties relating thereto) arising in relation to the Placing
Shares and Warrants in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares and Warrants are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares and Warrants
into a clearance service. Neither of the Joint Bookrunners nor the
Company are liable to bear any stamp duty or stamp duty reserve tax
or any other similar duties or taxes ("transfer taxes") or related
interest, fines or penalties that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares and Warrants) or (ii) on a
sale of Placing Shares and Warrants, or (iii) otherwise than under
the laws of the United Kingdom. Each 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 and Warrants has given rise to
such transfer taxes undertakes to pay such transfer taxes
forthwith, and agrees to indemnify on an after-tax basis and hold
the Joint Bookrunners, the Company, their respective Affiliates and
any person acting on any of their respective behalf harmless from
any such transfer taxes, and all interest, fines or penalties in
relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability
arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Joint Bookrunners or any of
their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares and Warrants. Each Placee acknowledges and is aware that the
Joint Bookrunners are receiving a fee in connection with their role
in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Placee and/or
any person acting on behalf of the Placee may not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules, as a consequence, this money may not be segregated
from the Joint Bookrunners' money in accordance with the client
money rules and may be used by the Joint Bookrunners in the course
of its own business, and the Placee may rank only as a general
creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment. Either of the Joint Bookrunners shall notify the Placees
and any person acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Nominated Adviser, Joint
Bookrunners and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
a) if he or she is an individual, his or her nationality; or
b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission First Admission and/or Second Admission.
Affiliate has the meaning given in Rule 501(b)
of Regulation D under the US Securities
Act or Rule 405 under the US Securities
Act, as applicable and, in the case
of the Company, includes its subsidiary
undertakings.
AIM Rules means the AIM Rules for Companies published
by the London Stock Exchange plc.
ASX the Australian Securities Exchange.
Announcement means this announcement (including its
Appendices).
Bookbuild means the accelerated bookbuilding process
to be commenced by the Joint Bookrunners
to use reasonable endeavours to procure
Placees for the Placing Shares and the
Warrants, as described in this Announcement
and subject to the terms and conditions
set out in this Announcement and the
Placing Agreement.
Broker Warrants has the meaning given to it in the main
body of this Announcement.
Canaccord means Canaccord Genuity Limited.
Circular has the meaning given to it in the main
body of this Announcement.
Company means CleanTech Lithium PLC.
Conditional Placing has the meaning given to it in the main
body of this Announcement.
Conditional Placing has the meaning given to it in the main
Shares body of this Announcement.
Corporations Act means the Australian Corporations Act
2001 (Cth).
CREST means the relevant system (as defined
in the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)) in respect
of which Euroclear is the Operator (as
defined in such Regulations) in accordance
with which securities may be held and
transferred in uncertificated form.
DLE has the meaning given to it in the main
body of this Announcement.
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined
in Article 2(e) of the Prospectus Regulation.
EIA has the meaning given to it in the main
body of this Announcement.
Euroclear means Euroclear UK & International Limited,
a company incorporated under the laws
of England and Wales.
FCA or Financial means the UK Financial Conduct Authority.
Conduct Authority
FDC and Fox-Davies means Fox-Davies Capital Limited.
Firm Placing has the meaning given to it in the main
body of this Announcement.
Firm Placing Shares has the meaning given to it in the main
body of this Announcement.
First Admission has the meaning given to it in the main
body of this Announcement.
FSMA means the Financial Services and Markets
Act 2000 (as amended, including any
regulations made pursuant thereto).
Fundraising has the meaning given to it in the main
body of this Announcement.
General Meeting has the meaning given to it in the main
body of this Announcement.
Group means the Company and its subsidiary
undertakings.
Hong Kong means the Hong Kong Special Administrative
Region of the People's Republic of China.
Information has the meaning given to it in Appendix
1 of this Announcement.
Issue Price means 22 pence per new Ordinary Share.
Joint Bookrunners means FDC and Canaccord.
Long Stop Date means 29 December 2023.
MAR means the Market Abuse Regulation (EU)
No.596/2014 as it forms part of the
law of the United Kingdom by virtue
of the European Union (Withdrawal) Act
2018.
New Ordinary Shares has the meaning given to it in the main
body of this Announcement.
NI 45-106 means National Instrument 45-106 - Prospectus
Exemptions of the Canadian Securities
Administrators.
Open Offer has the meaning given to it in the main
body of this Announcement.
Open Offer Shares has the meaning given to it in the main
body of this Announcement
Order has the meaning given to it in Appendix
1 of this Announcement.
Ordinary Shares means the ordinary shares of GBP0.01
each in the capital of the Company.
OSA means the Securities Act (Ontario).
Placee means any person procured by either
of the Joint Bookrunners (acting as
agents for and on behalf of the Company),
on the terms and subject to the conditions
of the Placing Agreement, to subscribe
for the Placing Shares pursuant to the
Placing.
Placing has the meaning given to it in the main
body of this Announcement.
Placing Agreement has the meaning given to it in Appendix
I to this Announcement.
Placing Documents means the marketing presentation in
relation to the Placing, the announcements
in relation to the Placing or the Circular
relating to the Open Offer and the General
Meeting.
Placing Shares has the meaning given to it in the main
body of this Announcement.
Placing Supplement means the placing supplement agreement
Agreement as may be executed by the Company and
the Joint Bookrunners.
Professional Investor has the meaning given to it in Appendix
1 of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU)
2017/1129.
QIB means a "qualified institutional buyer"
as defined in Rule 144A under the US
Securities Act.
Regulations has the meaning given to it in Appendix
1 of this Announcement.
Regulation S means Regulation S promulgated under
the US Securities Act.
Regulatory Information means a primary information provider
Service that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix
1 of this Announcement.
Resolutions means the resolutions of the shareholders
of the Company proposed at the General
Meeting.
Restricted Territory means the United States, Australia,
Canada, New Zealand, the Republic of
South Africa or Japan.
Second Admission has the meaning given to it in the main
body of this Announcement.
subsidiary has the meaning given to that term in
the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in
the Companies Act 2006.
Target Market Assessment has the meaning given to it in the main
body of this Announcement.
Terms and Conditions means the terms and conditions of the
Placing set out in Appendix I to this
Announcement.
transfer taxes means stamp duty or stamp duty reserve
tax or any other similar duties or taxes.
uncertificated or means in respect of a share or other
in uncertificated security, where that share or other
form security is recorded on the relevant
register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by
virtue of the European Union (Withdrawal)
Act 2018.
UK Qualified Investor means qualified investors as defined
in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or means the United Kingdom of Great Britain
UK and Northern Ireland.
US Securities Act means the U.S. Securities Act of 1933,
as amended.
Warrants has the meaning given to it in the main
body of this Announcement.
Wholesale Investor has the meaning given to it in Appendix
1 of this Announcement.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S.$","$" or "dollars" are to the lawful currency
of the United States of America.
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
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
Policy.
END
STRPPGBWGUPWGQG
(END) Dow Jones Newswires
November 21, 2023 11:45 ET (16:45 GMT)
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