TIDMECO
RNS Number : 4119H
Eco (Atlantic) Oil and Gas Ltd.
06 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, JAPAN OR 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 THE THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED FROM TIME TO TIME) ("UK MAR")
. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
6 April 2022
ECO (ATLANTIC) OIL & GAS LTD.
("Eco Atlantic", "Company", "Eco" or, together with its
subsidiaries, the "Group")
Result of Oversubscribed Equity Fundraise
Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) is
pleased to announce, further to the Company's announcement of 5
April 2022, the successful completion of an oversubscribed Equity
Fundraise. A total of 64,885,496 new Common Shares in the capital
of the Company have been conditionally placed with, or subscribed
for by, new and existing institutional investors at a price of
GBP0.30 per Placing Share (or, for Placees in Canada, CAN$0.50)
(the "Issue Price"). On settlement, the Equity Fundraise will raise
gross proceeds of approximately GBP19.5 million (approximately
US$25.5 million) for the Company before expenses consisting of:
-- 48,040,714 new Common Shares pursuant to the Placing, raising
gross proceeds of approximately GBP14.4 million (approximately
US$18.9 million);
-- 10,178,116 new Common Shares pursuant to the Subscription,
raising gross proceeds of approximately GBP3.1 million
(approximately US$4.0 million); and
-- 6,666,666 new Common Shares pursuant to the Retail Offer on
the PrimaryBid platform, raising gross proceeds of approximately
GBP2.0 million (approximately US$2.6 million).
In aggregate, the new Common Shares to be issued pursuant to the
Equity Fundraise represent 28.8% of the issued share capital of the
Company prior to the Equity Fundraise and 22.4% of the Company's
issued share capital as enlarged by the Equity Fundraise.
In connection with the Placing, Berenberg, SpareBank 1 Markets
and Echelon acted as Joint Bookrunners and the brokered private
placement element of the Placing was conducted by Echelon acting as
Canadian agents.
The Equity Fundraise Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with the
existing Common Shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application has been made to the London Stock Exchange for
admission of the Placing Shares, the Subscription Shares and the
Retail Offer Shares to trading on AIM. The issuance of the Equity
Fundraise Shares is subject to conditional approval by the TSX
Venture Exchange. It is expected that AIM Admission will take place
on or around 8.00 a.m. BST on 11 April 2022 and that dealings in
the Placing Shares, the Subscription Shares and the Retail Offer
Shares on AIM will commence at the same time.
Following AIM Admission, the enlarged issued share capital of
the Company will be 289,875,431 Common Shares. The above figure may
be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company.
The Equity Fundraise is conditional upon, amongst other things,
AIM Admission becoming effective and upon the Placing Agreement not
being terminated in accordance with its terms.
Gil Holzman, Co-Founder and CEO of Eco Atlantic, commented:
" We are delighted with the result of this oversubscribed
placing and grateful for the strong demand and support from
investors, in particular our existing shareholders and our
strategic alliance partners Africa Oil Corp.
"The capital raised will support the upcoming drilling of the
Gazania-1 well on Block 2B, offshore South Africa, further G&G
work across the entire portfolio and will also ensure that we
maintain a strong balance sheet to continue executing on our
consolidation strategy aimed at becoming the most exciting
exploration company in the E&P Sector with multiple drilling
catalysts."
Details of the Placing
In connection with the Placing, Berenberg, SpareBank and Echelon
acted as Joint Bookrunners.
The Placing was conducted through an accelerated bookbuild
process which was launched immediately following the release of the
announcement dated 5 April 2022.
The Placing was conducted in accordance with the terms and
conditions set out in the Appendix (which forms part of the launch
announcement dated 5 April 2022).
The Joint Bookrunners commenced the Bookbuild immediately
following the release of the announcement dated 5 April 2022. The
number of Placing Shares was determined at the end of the
Bookbuild.
The Placing Shares placed with investors outside of Canada and
the Retail Offer Shares will be freely transferable in the UK, but
these shares are subject to a restrictive hold period of four
months and one day in Canada (beginning on the date of issuance of
such shares) (the "Restricted Period") which will prevent t he
Placing Shares from being resold in Canada or to a Canadian,
through a Canadian exchange or otherwise in Canada or to a
Canadian, during the Restricted Period without an exemption from
the Canadian prospectus requirement.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section.
In connection with the Placing the Joint Bookrunners received
compensation equal to 5% of the gross proceeds of the Placing
equalling approximately GBP720,611 (approximately CAN$1,174,595). A
fee of approximately GBP100,000 (approximately CAN$163,000) was
payable to PrimaryBid Limited in connection with the Retail Offer
and no compensation was payable in connection with the
Subscription.
Details of the Subscription
Africa Oil Corp, a substantial shareholder in the Company, has
subscribed for 10,178,116 Common Shares at the Issue Price, raising
gross proceeds of approximately GBP3.1 million (approximately
US$4.0 million). On completion of the Subscription, Africa Oil Corp
is expected to hold, in aggregate, 50,086,879 Common Shares
representing approximately 17.28% of the Company's issued share
capital as enlarged by the Equity Fundraise.
Related Party Transaction
Africa Oil Corp is a substantial shareholder in Eco, holding
more than 10% of the Company's issued share capital, and is
therefore a related party as defined by the AIM Rules for
Companies. Accordingly, the subscription by Africa Oil Corp is a
related party transaction pursuant to Rule 13 of the AIM Rules for
Companies. The independent Directors for the purposes of the Africa
Oil Corp subscription, being the Directors other than Keith Hill, a
Director of Africa Oil Corp, having consulted with the Company's
nominated adviser, Strand Hanson Limited, consider that the terms
of the Africa Oil Corp Subscription are fair and reasonable insofar
as Eco's shareholders are concerned.
As insiders of the Company have participated in the
Subscription, it is deemed by TSX-V regulations to be a "Related
Party Transaction" pursuant to Canadian Securities Administrators
Multilateral Instrument 61-101 "Protection of Minority Security
Holders in Special Transactions" ("MI 61-101"), which applies to
TSX-V companies. The Subscription is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as the fair market value of the securities distributed to,
and the consideration received from, interested parties does not
exceed 25% of the Company's market capitalisation. The Company did
not file a material change report at least 21 days prior to the
closing of the Subscription as participation of the insiders had
not been confirmed at that time and the Company wished to close on
an expedited basis for business reasons.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
announcement of the Equity Fundraise made by the Company at 17:01
(BST) on 5 April 2022.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For more information, please visit www.ecooilandgas.com or
contact the following :
Eco Atlantic Oil and Gas c/o Celicourt +44 (0) 20
8434 2754
Gil Holzman, CEO
Colin Kinley, COO
Alice Carroll, Head of Marketing and +44(0)781 729 5070 | +1 (416)
IR 318 8272
Strand Hanson Limited (Financial & Nominated
Adviser) +44 (0) 20 7409 3494
James Harris
James Bellman
Berenberg (Broker and Joint Bookrunner) +44 (0) 20 3207 7800
Emily Morris
Detlir Elezi
Echelon (Joint Bookrunner) +1 (0) 416-572-5523
Ryan Mooney
SpareBank 1 Markets (Joint Bookrunner) +47 (0) 24 14 74 00
Jarand Lønne
Celicourt (PR) +44 (0) 20 8434 2754
Mark Antelme
Jimmy Lea
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (as transposed into the laws of the
United Kingdom), the person responsible for arranging for the
release of this announcement on behalf of the Company is Gil
Holzman, Co-Founder and CEO of Eco Atlantic.
Notes to editors
Eco Atlantic is a TSX-V and AIM quoted Atlantic Margin focused
oil & gas exploration company with offshore license interests
in Guyana, Namibia, and South Africa. Eco aims to deliver material
value for its stakeholders through its role in the energy
transition to explore for low carbon intensity oil and gas in
stable emerging markets close to infrastructure.
Offshore Guyana in the proven Guyana-Suriname Basin, the Group
holds a 15% Working Interest in the 1,800 km2 Orinduik Block
Operated by Tullow Oil. In Namibia, the Group holds Operatorship
and an 85% Working Interests in four offshore Petroleum Licences:
PEL's: 97, 98, 99 and 100 representing a combined area of 28,593
km2 in the Walvis Basin.
Offshore South Africa, Eco (through its subsidiary) is
designated Operator and holds a 50% working interest in Block 2B,
and a 20% Working Interest in Blocks 3B/4B operated by Africa Oil
Corp., totalling some 20,643 km2.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
This announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication
or distribution would be unlawful. This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United States or
elsewhere.
No action has been taken by the Company, Berenberg, Echelon or
Sparebank 1 Markets or any of their respective affiliates, or any
of its or their respective directors , officers, partners,
unlimited partners (pers nlich haftende Gesellschafter), employees,
advisers and/or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution
of this announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any restrictions
contained in this announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this announcement must satisfy themselves that it is
lawful to do so.
Investors Resident in the United Kingdom and the EEA
This announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area (the
"EEA") who are "qualified investors", as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"), (b) persons in
the United Kingdom, who are 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 (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise be lawfully communicated (each such person in (a), (b)
and (c), a "Relevant Person"). This announcement and the
information in it must not be acted on or relied on by persons who
are not Relevant Persons. Persons distributing this announcement
must satisfy themselves that it is lawful to do so. Any investment
or investment activity to which this announcement or the Placing
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.
Investors Resident in Canada
No offer of securities is made pursuant to this announcement in
Canada except to a person who has represented to the Company and/or
Berenberg and/or Echelon and/or Sparebank 1 Markets (as applicable)
that such person: (i) is purchasing as principal, or is deemed to
be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or distribution; and (ii) is an "accredited investor" as such term
is defined in section 1.1 of 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").
The Placing Shares are being sold in Canada in reliance on an
exemption or exemptions from the requirements to provide the
relevant Placees with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions,
certain protections, rights and remedies provided by the applicable
Canadian securities laws will not be available to the relevant
Placees. The Placing Shares will be subject to statutory resale
(hold) restrictions for a period of four months and one day under
the applicable Canadian securities laws and any resale of the
Placing Shares must be made in accordance with such resale
restrictions or in reliance on an available exemption therefrom.
Each Placee is solely responsible (and the Company is not in any
way responsible) for compliance with applicable securities laws in
the resale of any Placing Shares.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its or the Group's future performance,
strategic initiatives, anticipated events or trends and other
matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and
uncertainty because they relate to events and depend on
circumstances that may or may not occur in the future. All
statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results, are forward -- looking statements. Any
statements contained in this announcement that are not statements
of historical fact are, or may be deemed to be, forward -- looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of
similar meaning or the negative thereof, are not guarantees of
future performance and are subject to known and unknown risks and
uncertainties. There are a number of factors including, but not
limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those
expressed or implied by these forward -- looking statements. Many
of these risks and uncertainties relate to factors that are beyond
the Company's ability to control or estimate precisely, such as
changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this announcement. Each of the Company, Berenberg, Echelon and
Sparebank 1 Markets expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority in Germany and is deemed
authorised under the Temporary Permissions Regime and subject to
limited regulation by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Company and for no one else
in connection with the Placing and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Placing or any other matter referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this announcement.
Echelon which is authorised and regulated in Canada by the
Investment Industry Regulatory Organization of Canada (IIROC), is
acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Placing or any other matter referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this announcement.
Sparebank 1 Markets which is authorised and regulated in Norway
by the Norwegian Financial Supervisory Authority (Finanstilsynet),
is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Placing or any other matter referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this announcement.
This announcement is being 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 or on
behalf of Berenberg and/or Echelon and/or Sparebank 1 Markets to
the fullest extent permitted by law (apart from the
responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder) and/or by any of their
respective affiliates and/or any of their respective
Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or their respective advisers or any other
statement made or purported to be made by or on behalf of Berenberg
and/or Echelon and/or Sparebank 1 Markets and/or any of their
respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by
Berenberg and/or Echelon and/or Sparebank 1 Markets and/or any of
their respective affiliates and/or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the US Securities Act or the applicable laws of other
jurisdictions.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this announcement. This announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM and the
TSX-V. Strand Hanson's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, each of 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 Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU 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 EU Target Market
Assessment, each of the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
IOEEADLKEFFAEEA
(END) Dow Jones Newswires
April 06, 2022 02:01 ET (06:01 GMT)
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