TIDMHEGY
RNS Number : 4571Q
Helius Energy Plc
01 September 2014
1 September 2014
Helius Energy plc
("Helius" or the "Company")
Projects Update and Additional Financing
Projects update
Rothes Project
The Company's CoRDe project in Rothes, Morayshire, has now
completed its first complete year of commercial operation. It is
currently performing well, marginally exceeding its production
design capacity in its first month following the planned
maintenance shutdown in July.
During the year the plant experienced some early reliability
issues associated with the draff drying system and evaporator, both
leading to higher than planned operating costs. In spite of these
issues the plant achieved higher electricity output than expected,
albeit at lower than anticipated electricity prices. Collectively,
this has led to lower profits than originally envisaged for the
first year due to the increased operating costs. The Directors
believe that the technical issues have now been resolved, and this
should point towards an improved financial performance providing
the electricity pricing outlook remains positive, in which case the
Company would expect its first dividend from the project to accrue
in the first half of 2015. On this basis, the Board believes that
CoRDe is a high quality project, which would be attractive to
investors and could command a valuation in excess of that
attributed at financial close.
Avonmouth Project
The Board believes that Helius is making good progress towards
finalising commercial arrangements for funding its 100MW(e)
Avonmouth project.
As announced by the Company on 22(nd) October 2013, the
Avonmouth project has been pre-qualified under the UK Guarantees
Scheme as eligible to receive a government-backed loan guarantee
for a proportion of the project's senior debt. The Company
continues to work with its club of banks, including (amongst
others) Royal Bank of Scotland, and the Directors are confident
that the project debt work streams, which include the final aspects
of due diligence of the banks, will fit within the timetable of the
project equity.
The current total capital cost of construction of the project,
including senior lender fees and interest during construction, is
projected to be c. GBP380m. The Board currently anticipates that c.
GBP155m of this will be raised from equity partners with the
balance being provided by senior debt. Macquarie Group has been
engaged to coordinate the recruitment of equity for the project and
a process is underway with a shortlist of equity partners to secure
the equity required to commence construction of the plant.
Amongst those potential equity partners is an investment grade
industrial partner which would assume a direct operational
involvement in the project. That potential partner has submitted a
non-binding expression of interest in respect of the acquisition of
a significant minority stake in the project and is engaged in
detailed due diligence. Whilst there can be no guarantee as to the
successful completion of this process, the Board believes that the
involvement of this partner will facilitate the securing of other
partners who have been approached as part of the equity process. In
addition to these industrial partners, the balance of the equity is
expected to be contributed by an investor with a track record of
investing in significant renewable infrastructure projects and
Macquarie Group may also participate in the project equity. The
Directors expect that the structure will permit the Company the
opportunity to increase its shareholding in the project equity
through a cash investment following financial close, which the
Company would be likely to seek to finance through an equity
fundraise at the appropriate time.
Based on negotiations to date, the Directors expect the Company
to receive a development fee of c. GBP10 million on financial
close, through which it would recoup its capitalised development
expenditure on Avonmouth, and a further c. GBP10 million paid in
stages against significant project milestones (for example,
completion of the boiler slab, delivery of the steam turbine or
commencement of commissioning). In respect of its services to the
project through the construction process, the Directors expect that
the Company would receive a management fee of an amount which would
cover a majority of the Company's operating costs. Once the project
becomes operational, this management fee is expected to reduce to a
lower level. The Directors expect the Company to retain a c. 10%
minority interest in the project, which would be finalised at
financial close based on projected overall project returns and
third party hurdle rates. As these terms are the subject of ongoing
negotiations, there can be no guarantee that the finally agreed
terms will necessarily reflect the foregoing. In addition, the
final terms will be affected by movements in commodity, foreign
exchange and debt markets up to the point of financial close.
The Directors are pleased with the level of momentum in the
Avonmouth project negotiations and believe that financial close in
November 2014 is achievable, although this remains subject to
satisfactory due diligence by potential equity partners and senior
debt providers and the successful completion of negotiations. The
Company is however exposed to the risk of further delays to the
finalisation of the project. The planning permission for the
project, whilst capable of extension, currently expires in late
March 2015 if construction has not commenced prior to then and the
Directors also believe that, in order to give adequate time for
potential construction delays, ROC accreditation deadlines require
construction to have started in the first half of 2015.
Southampton Project
The Company continues to work on preparation of an amended
scheme, which will be used as the basis for a full application to
the National Infrastructure Directorate of the Planning
Inspectorate for a Development Consent Order. The amended scheme
will take into account feedback from the consultations held by the
Company in respect of the Southampton project.
Additional Funding
As disclosed most recently in the Company's half year results
announcement on 30 June 2014, the delay in reaching financial close
on Avonmouth means that the Company needs to raise further
corporate funding to meet its short-term working capital
requirements. The Directors intend to raise funds by allotting
shares in the Company within the pre-emption limits permitted by
the resolution of the shareholders of the Company passed at the
Company's annual general meeting held on 28(th) March 2014, in
order to meet the short-term working capital requirements of the
Company and to provide negotiating flexibility in respect of the
Avonmouth project.
The total funds raised before expenses will be GBP874,334. The
new ordinary shares in the Company will be allotted at a price of 7
pence per share, representing a discount of approximately 3.5% to
the closing price of 7.25 pence on 29 August 2014.
The total number of ordinary shares in the Company in issue
following completion of the fundraise will be 195,300,468.
Having discussed the fundraise with certain of the Company's
larger institutional and other shareholders, the fundraise will be
substantially subscribed by Directors of the Company. Their
individual subscriptions will be as follows:
Director Number of shares Funds raised
subscribed for
--------------------------------- ----------------- -------------
Alastair Salvesen (Non-Executive 4,500,000 GBP315,000
Director)
--------------------------------- ----------------- -------------
Angus MacDonald (Non-Executive 2,857,143 GBP200,000
Director)
--------------------------------- ----------------- -------------
Christopher Corner (Commercial 357,143 GBP25,000
Director)
--------------------------------- ----------------- -------------
John Seed (Chairman) 357,143 GBP25,000
--------------------------------- ----------------- -------------
William Ingram Hill (Chief 142,857 GBP10,000
Operating Officer)
--------------------------------- ----------------- -------------
Adrian Bowles (Chief Executive 107,143 GBP7,500
Officer)
--------------------------------- ----------------- -------------
Alan Lyons (Chief Financial 100,000 GBP7,000
Officer)
--------------------------------- ----------------- -------------
Total 8,421,429 GBP589,500
--------------------------------- ----------------- -------------
The Directors intend to continue to control costs tightly and,
assuming the projects in development progress as planned, the Board
believes that the fundraise will secure the Company's funding
position to November 2014, when it is aiming to achieve financial
close on Avonmouth. In the event that the Company is unable to
secure financing for the Avonmouth Project on suitable terms, or at
all, within that period, it is likely that the Company will need to
raise additional financing. The Company will also continue to
explore its options to maximise value from its projects.
Related party transactions
By virtue of their roles as directors of the Company, Alastair
Salvesen, Angus MacDonald, Christopher Corner, John Seed, William
Ingram Hill, Adrian Bowles and Alan Lyons are each considered a
"related party" as defined under the AIM Rules, and the
subscription for shares in the Company by each of them constitutes
a related party transaction for the purpose of Rule 13 of the AIM
Rules. Accordingly, the sole Director of the Company who is not
subscribing for new shares in the Company, having consulted with
Numis Securities Limited in its capacity as the Company's nominated
adviser, considers the terms of the subscription to be fair and
reasonable insofar as the Company's shareholders are concerned.
Helius' Chief Executive Officer, Dr Adrian Bowles, said:
"Completion of the first full year of commercial operation by our
Rothes plant is an important milestone for the Company. The
operational improvements we have introduced during the year have
further enhanced the high quality of the project. We are making
good progress towards the financing of our Avonmouth project with
strong momentum in our discussions with potential equity partners.
The interest of an industrial player in taking a stake in the
project is encouraging and we are hopeful of reaching financial
close in November 2014. Delivering this milestone will provide a
sound platform on which to continue to develop and operate our
portfolio of projects and a proven and credible suite of
counterparties."
For more information please contact:
Helius Energy plc Tel: +44 (0) 20 7723 6272
Adrian Bowles, Chief Executive Officer
Alan Lyons, Chief Financial Officer
Numis Securities Ltd Tel: +44 (0) 20 7260 1000
Jamie Lillywhite (as Nominated Adviser)
James Black (as Corporate Broker)
Citigate Dewe Rogerson Tel: +44 (0) 20 7282 2867
Chris Gardner
Malcolm Robertson
IMPORTANT INFORMATION
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to subscribe for or a
solicitation of an offer to buy or subscribe for any securities in
any jurisdiction including in which such an offer or solicitation
is prohibited and is not for distribution in or into, without
limitation, the United States, Canada, Australia or Japan (the
"Excluded Territories"), or to US persons (within the meaning of
Regulation S of the United States Securities Act 1933 (as amended))
(the "Securities Act").
The Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of
any state in the United States or any Excluded Territory and,
unless an exemption under such act or laws is available may not be
offered for sale or subscription or sold or subscribed directly or
indirectly within the Excluded Territories or for the account or
benefit of any national, resident or citizen of the Excluded
Territories. No public offering of securities will be made in the
United States. The distribution of this Announcement in other
jurisdictions may be restricted by law and therefore persons into
whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is the Company's nominated
adviser and broker. Numis' responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person. Numis is acting exclusively for the Company
in relation to the matters, transactions and arrangements detailed
in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the content of this
announcement or any matter, transaction or arrangement discussed or
referred to in it.
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 Numis or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and, apart from the responsibilities and liabilities (if
any) imposed on Numis by the Financial Services and Markets Act
2000 (as amended), any liability therefor is expressly
disclaimed.
The contents of this Announcement are not to be construed as
legal, financial or tax advice. If necessary, each recipient of
this Announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax
advice.
This Announcement contains certain statements that are or may be
"forward-looking statements". These statements typically contain
words such as "intends", "expects", "anticipates", "estimates" and
words of similar import. All the statements other than statements
of historical facts included in this Announcement, including,
without limitation, those regarding the Company's financial
position, business strategy, plans and objectives of management for
future operations are forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future and therefore undue reliance should not be placed on
such forward-looking statements. There are a number of factors that
could cause the actual results, performance or achievements of the
Company 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 and such assumptions may or may not prove to be correct.
Forward-looking statements speak only as at the date they are made.
Neither the Company nor Numis nor any other person undertakes any
obligation (other than, in the case of the Company, pursuant to the
AIM Rules for Companies) to update publicly any of the information
contained in this Announcement, including any forward-looking
statements, in the light of new information, change in
circumstances or future events.
DEFINITIONS
In this Announcement (including the Appendix):
'Admission' means the proposed admission of the Placing Shares
to trading on AIM becoming effective;
'Announcement' means this announcement (including the appendix
to this announcement);
'CREST' means the relevant system, as defined in the
Uncertificated Securities Regulations 2001 (SI 2001/3755), as
amended (in respect of which Euroclear UK & Ireland Limited is
the operator);
'FCA' means the Financial Conduct Authority of the United
Kingdom acting in its capacity as the competent authority for the
purposes of Part IV of FSMA;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'London Stock Exchange' means the London Stock Exchange plc;
'Numis' means Numis Securities Limited (registered in England
and Wales with number 02285918);
'Ordinary Share' means an ordinary share of 1 pence each in the
capital of the Company;
'Placee' means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
'Placing' means the placing of the Placing Shares by Numis, on
behalf of the Company, with new and/ or existing investors;
'Placing Arrangements' means the arrangements set out in the
letter between the Company and Numis dated 27 August 2014 in
respect of the Placing;
'Placing Price' means 7 pence per Placing Share;
'Placing Shares' means the 12,490,486 Ordinary Shares to be
issued pursuant to the Placing;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Regulatory Information Service' means a services provider that
is authorised by the FCA to provide comparable regulatory
disclosure services to AIM companies and that is on the list of
Authorised Regulatory Information Service Providers maintained by
the FCA;
'Securities Act' means the US Securities Act of 1933, as
amended;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY JURISDICTION. THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT
AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES
IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR
ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
The price of shares and the income from them (if any) may go
down as well as up and investors may not get back the full amount
invested on disposal of shares.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares, will be deemed to
have read and understood the Announcement, including this Appendix,
in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
member state of the European Economic Area (the "EEA") which has
implemented the Prospectus Directive other than Qualified Investors
or in circumstances in which the prior consent of Numis has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S (as defined
below); or (c) it is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation
S.
The Company and Numis will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act ("Regulation S").
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing
Numis has entered into the Placing Arrangements with the Company
under which Numis has, on the terms and subject to the conditions
set out therein, undertaken to use its reasonable endeavours to
procure, as agent for the Company, subscribers for the Placing
Shares. The Placing has not been underwritten.
The Placing is conditional upon Admission becoming
effective.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares in the capital of the Company, including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the date
of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM ("Admission"). It
is expected that settlement of any such shares and Admission will
become effective on or around 4 September 2014 and that dealings in
the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Numis (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company for the
purpose of using reasonable endeavours to procure Placees at the
Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis and/or its affiliates may participate in the Placing
as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4. The placing price will be a fixed price of 7 pence per
Placing Share (the "Placing Price").
5. Each Placee's allocation will be confirmed to Placees orally
by Numis and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The 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 Numis and the Company, under which it agrees
to acquire the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's Articles of Association.
6. Except as required by law or regulation, no press release or
other announcement will be made by Numis 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.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing
Arrangements".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law, none of the
Company, Numis or any of their respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Company, Numis or any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Numis's conduct of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and Numis
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations.
Liability of the Company or Numis
Neither Numis nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Numis.
Right to terminate under the Placing Arrangements
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Placing, Placees agree that the exercise by Numis of any right of
termination or other discretion under the Placing Arrangements
shall be within the absolute discretion of Numis, and that it need
not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or decision not to exercise. Placees will have no rights
against Numis, the Company or any of their respective directors or
employees under the Placing Arrangements pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the Financial Conduct Authority ("FCA") or submitted
to the London Stock Exchange in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Exchange Information (as defined further below). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the
Company or Numis or any other person and neither Numis nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by Numis, the Company, or
their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor Numis are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B1GF9F36) following Admission will take place within CREST
provided that, subject to certain exceptions, Numis reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note, in accordance, where
relevant, with the standing arrangements in place with Numis,
stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Numis and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with ether the standing CREST or certificated
settlement instructions that it has in place with Numis.
It is expected that settlement will be on 4 September 2014 on a
T+3 basis in accordance with the instructions set out in the trade
confirmation or contract note.
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 LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis on demand for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on
Numis all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which Numis
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Numis:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies (collectively "Exchange Information"), which includes
the Company's most recent balance sheet and profit and loss account
and the Company's announcements and circulars published in the past
12 months and that it is able to obtain or access such information
without undue difficulty;
4. acknowledges that neither Numis nor the Company nor any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Numis, the Company, their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that neither
Numis nor its affiliates nor any person acting on its or their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees 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 is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Numis,
the Company or any of their respective directors, officers or
employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Numis (the
views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance
Department of Numis and not being attributable to the same)), and
neither Numis nor the Company 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. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance as it may otherwise place on
a prospectus or admission document. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that either Numis, its affiliates or any
other person acting on its or their behalf has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Numis does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Numis is not acting for it or its clients and
that Numis will not be responsible for providing protections to it
or its clients;
8. acknowledges that neither Numis, nor any of its affiliates or
any person acting on behalf of it or them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
9. that, save in the event of fraud on the part of Numis (and to
the extent permitted by the rules of the FCA), neither Numis, its
ultimate holding company nor any direct or indirect subsidiary
undertakings of that holding company, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of Numis's role as placing agent or otherwise in
connection with the Placing and that where any such liability
nevertheless arises as a matter of law Placees will immediately
waive any claim against any of such persons which you may have in
respect thereof;
10. represents and warrants that (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with Numis,
represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Australia, Canada, Japan
or the Republic of South Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares 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 the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering Regulations 2007 and (ii) it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Numis such evidence, if any, as to the identity or location or
legal status of any person which Numis may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Numis on the basis that any failure by
it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Numis may decide in its
absolute discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased 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 which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of Numis has been given to the offer or
resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Directive
(including any relevant implementing measure in any member
state);
18. represents and warrants 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 in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a member state of the EEA, unless otherwise
specifically agreed with Numis in writing, represents and warrants
that it is a Qualified Investor within the meaning of the
Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (iii) to whom this Announcement may otherwise be lawfully
communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
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;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Numis;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Numis may in its absolute
discretion determine and without liability to such Placee and it
will remain liable and will indemnify Numis on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
25. acknowledges that neither Numis, nor any of its affiliates,
nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Numis and
that Numis has no duties or responsibilities to it for providing
the protections afforded to its 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 Arrangements nor for the exercise or performance of
any of their rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Numis nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the
Company and Numis in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of Numis
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
27. acknowledges 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 agreement 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 (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Numis 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;
28. acknowledges that time shall be of the essence as regards to
the Placees' obligations pursuant to this Appendix;
29. agrees that the Company, Numis and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Numis on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Numis or any person acting on behalf of the Company
or Numis that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
34. acknowledges that Numis or any of its affiliates acting as
an investor for their own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own
account such shares and may offer or sell such shares other than in
connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Numis and the
Company and are irrevocable and shall not be capable of termination
in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Numis
will be responsible, and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Numis in the event that
any of the Company and/or Numis has incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Numis accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Arrangements.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under 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 will not be segregated from Numis's money in accordance
with the client money rules and will be used by Numis in the course
of its own business and the Placee will rank only as a general
creditor of Numis.
All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Helius Eng (LSE:HEGY)
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