TIDMCMET
RNS Number : 1366B
Capital Metals PLC
09 February 2022
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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 NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY .
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF CAPITAL METALS PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX II WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING .
9 February 2022
Capital Metals Plc
("Capital Metals", the "Company" or the "Group") (AIM:CMET)
Proposed Placing to raise approximately GBP1,250,000
Capital Metals Plc (AIM:CMET) is pleased to announce its
intention to raise gross proceeds of approximately GBP1,250,000 by
means of a proposed placing (the "Placing") of new ordinary shares
of GBP0.002 each in the capital of the Company (the "Placing
Shares") to certain institutional and other investors at a price of
7.5 pence per share (the "Placing Price").
The Placing Price represents a discount of approximately 13 per
cent. to the Closing Price of 8.6 pence per Ordinary Share on 8
February 2022, being the latest practicable business day prior to
the publication of this Announcement.
The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix II to this Announcement.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares to be issued pursuant to the
Placing is expected to be made in due course.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix I of this Announcement, unless the context requires
otherwise.
Placing Highlights
-- Placing to raise approximately GBP1,250,000 (before expenses)
through the issue of approximately 16,666,666 Placing Shares at the
Placing Price.
-- Placing to be conducted via an accelerated bookbuild process launching today.
-- The Placing Shares, assuming full take-up of the Placing,
will represent approximately 8.8 per cent. of the Enlarged Issued
Share Capital.
-- The net proceeds of the Placing will be applied to deliver
the Company's work programme over the next 12 months as further
detailed below.
The Placing
The Company intends to issue approximately 16,666,666 Placing
Shares, to raise gross proceeds of approximately GBP1,250,000, to
participants in the Placing. The Placing Shares are expected to be
admitted to trading on AIM on or around 15 February 2022.
W H Ireland Limited ("WH Ireland") and Tavira Securities Limited
("Tavira Securities"), are acting as Joint Bookrunners ("Joint
Bookrunners") in connection with the Placing. The Placing Shares
are being offered by way of an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon
the placing agreement dated 8 February 2022 between the Company and
the Joint Bookrunners (the "Placing Agreement") not having been
terminated and becoming unconditional in respect of such
shares.
The Placing is conditional upon, amongst other things:
-- admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 15 February 2022 (or such later time and /
or date as the Company and the Joint Bookrunners shall agree, not
being later than 28 March 2022);
-- the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
-- the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to admission of the Placing Shares; and
-- the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
The Placing Shares will be issued using existing authorities
granted at the Company's last AGM and therefore the issue of the
Placing Shares is not conditional on Shareholder approval being
obtained.
The timing of the closure of the Bookbuild and the allocation of
the Placing Shares to be issued at the Placing Price are to be
determined at the discretion of the Company and the Joint
Bookrunners.
Admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that admission will become effective and dealings in the Placing
Shares commence at 8.00 a.m. on or around 15 February 2022.
A further announcement will be made following the closure of the
Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten and the Placing is not
conditional on a minimum amount being raised.
For further information on the Company, please visit www.capitalmetals.com or contact:
Enquiries:
Capital Metals plc
Michael Frayne (CEO) +44 (0) 20 8142 3648
SPARK Advisory Partners (Nominated
Adviser)
Neil Baldwin / James Keeshan +44 (0) 20 3368 3554
WH Ireland Limited (Joint Broker)
Harry Ansell / Katy Mitchell +44 (0) 20 7220 1666
Tavira Securities Limited (Joint
Broker)
Jonathan Evans / Oliver Stansfield +44 (0) 20 7100 5100
Additional Information
Reasons for the Placing and Use of Proceeds
The Company is undertaking the Placing to progress its corporate
and operational strategy and the net proceeds will therefore be
applied towards:
-- Drilling and subsequent Resource update
-- Engineering studies and long lead item deposits
-- Permitting, environmental and community programmes
-- Offtake and financing costs
-- Working Capital
Further details of the Placing
Pursuant to the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have conditionally agreed to use reasonable
endeavours to procure subscribers at the Placing Price for the
Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing
Shares with certain institutional and other investors at the
Placing Price.
The Company intends to issue approximately 16,666,666 Placing
Shares, to raise gross proceeds of approximately GBP 1,250,000 ,
conditional on admission, pursuant to the Placing. The Placing
Shares are expected to be admitted to trading on AIM on or around
15 February 2022 (or such later date and / or time as the Joint
Bookrunners and the Company may agree, being no later than 8.00
a.m. on 28 March 2022).
Admission of the Placing Shares is conditional, inter alia, upon
the Placing Agreement not having been terminated and becoming
unconditional in respect of such shares.
The Joint Bookrunners (acting in good faith) have the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, including (but not limited to): in the event that there
is a breach, or an alleged breach, of any of the warranties set out
in the Placing Agreement where such breach or alleged breach is
material or there is a Material Adverse Change. The Joint
Bookrunners may also terminate the Placing Agreement if there has
been a material adverse change in certain international financial
markets, a suspension or material limitation in trading on certain
stock exchanges or a material disruption in commercial banking or
securities settlement or clearance which, in the opinion of the
Joint Bookrunners (acting in good faith), makes it impractical or
inadvisable to proceed with the Placing. If this termination right
is exercised or if the conditionality in the Placing Agreement is
not satisfied, the Placing will not proceed.
The Placing Shares are not subject to clawback. The Placing is
not being underwritten. The Placing is not conditional on a minimum
amount being raised.
Placing Shares
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made to London Stock Exchange for admission
of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00
a.m. on 15 February 2022 and that dealings in the Placing Shares on
AIM will commence at the same time.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor the Joint Bookrunners nor SPARK Advisory
Partners Limited (" SPARK ") nor any of their respective
associates, directors, officers or advisers shall be obliged to
update such statements. Comparisons of results for current and any
prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and
should only be viewed as historical data.
SPARK, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Nominated Adviser exclusively for the
Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on SPARK by the Financial Services and
Markets Act 2000, as amended (" FSMA ") or the regulatory regime
established thereunder, SPARK accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any
other person, in connection with the Company and the contents of
this Announcement, whether as to the past or the future. SPARK
accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this
Announcement or any such statement. The responsibilities of SPARK
as the Company's Nominated Adviser under the AIM Rules for
Companies and 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 shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Joint Bookrunner exclusively for
the Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on WH Ireland by FSMA or the
regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
Tavira Securities, which is authorised and regulated in the
United Kingdom by the FCA, is acting as Joint Bookrunner
exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Tavira Securities by FSMA or the regulatory regime established
thereunder, Tavira Securities accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any
other person, in connection with the Company and the contents of
this Announcement, whether as to the past or the future. Tavira
Securities accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above), which it might otherwise have in respect of the contents of
this Announcement or any such statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the EU
Prospectus Regulation or the UK Prospectus Regulation (as the case
may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation or UK
Prospectus Regulation, as the case may be) to be published. This
Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at persons who are:
(a) persons in Member States who are Qualified Investors; and (b)
in the United Kingdom, Qualified Investors who are persons who (i)
have professional experience in matters relating to investments
falling 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 "); (ii)
are persons falling 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 Announcement and the terms and conditions set out herein
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 and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
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 the Joint Bookrunners or by any of their
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX I
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares to AIM becoming
effective in accordance with Rule 29 of
the AIM Rules
" AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the
guidance notes) published by the London
Stock Exchange as amended from time to time
"Announcement" this announcement (including the Appendices
which forms part of this announcement)
"Articles" the articles of association of the Company
as adopted and in force from time to time
"Bookbuild" the accelerated bookbuilding to be conducted
by the Joint Bookrunners pursuant to the
Placing Agreement and this Announcement
"Business Day" any day on which banks are usually open
for business in England and Wales for the
transaction of sterling business, other
than a Saturday, Sunday or public holiday
"Closing Price" the closing middle market price of an Existing
Ordinary Share as derived from the AIM Appendix
to the Daily Official List of the London
Stock Exchange
"Company" or "Capital Capital Metals Plc, a company registered
Metals" in England & Wales with registered number
05555087
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"EEA" the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and
Norway and "Member State" shall be construed
accordingly
"Enlarged Issued Share the Ordinary Shares which shall be in issue
Capital" immediately following Admission
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017 and
any relevant implementing measures in any
Member State of the European Economic Area
"EUWA" the European Union (Withdrawal) Act 2018,
as amended
"Existing Ordinary Shares" the 172,436,766 Ordinary Shares in issue
at the date of this Announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000,
as amended
"HMRC" HM Revenue & Customs in the UK
"ITA 2007" Income Tax Act 2007
"Joint Bookrunners" WH Ireland and Tavira Securities
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 28 March 2022
"MAR" or the "Market the Market Abuse Regulation (2014/596/EU)
Abuse Regulation" as it forms part of UK domestic law pursuant
to the EUWA
"Material Adverse Change" any material adverse change in, or any development
involving a prospective material adverse
change in or affecting the condition (financial,
operational, legal or otherwise), earnings,
management, funding position, solvency,
business affairs or operations of the Company,
whether or not foreseeable at the date of
the Placing Agreement and whether or not
arising in the ordinary course of business
"Ordinary Shares" Ordinary Shares of GBP0.002 par value in
the capital of the Company
"Placee" or "Placees" any person or persons subscribing for and/or
purchasing Placing Shares pursuant to the
Placing
"Placing" the placing of the Placing Shares at the
Placing Price by the Joint Bookrunners on
behalf of the Company pursuant to the Placing
Agreement
"Placing Agreement" the agreement dated 8 February 2022 between
the Company and the Joint Bookrunners relating
to the Placing
"Placing Price" 7.5 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing, the number of which will
be announced by the Company on completion
of the Bookbuild
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
"Qualified Investors" (a) in respect of persons in any Member
State of the European Economic Area, persons
who are qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation;
or (b) in respect of persons in the UK,
persons who are qualified investors within
the meaning of article 2(e) of the UK Prospectus
Regulation , as the case may be
"Registrar" Share Registrars Limited
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA to receive, process
and disseminate regulatory information
"Securities Act" the United States Securities Act of 1933,
as amended
"SPARK" SPARK Advisory Partners Limited, nominated
adviser to the Company
"Tavira Securities" Tavira Securities Limited
" Terms and Conditions" the terms and conditions in respect of the
Placing set out in Appendix II of this Announcement
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated form" Shares as being held in uncertificated form
in CREST and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"UK Prospectus Regulation" the UK version of Regulation (EU) 2017/1129
of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be
published when securities are offered to
the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC,
which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as
amended by The Prospectus (Amendment, etc)
(EU Exit) Regulations 2019
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation S
of the Securities Act
"WH Ireland" W H Ireland Limited
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
APPIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (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, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, QUALIFIED
INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN,
IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION
IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR
INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT
IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER 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 AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF 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 ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE 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 A DISPOSAL OF THEIR SHARES.
The distribution of the Terms and Conditions and/or the Placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of the Terms and
Conditions or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession these Terms and
Conditions come are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
The Terms and Conditions or any part of them are for information
purposes only and do not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including
its territories and possessions, any state of the United States and
the District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being
directed solely at persons in circumstances in which section 21(1)
of FSMA does not apply.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or 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 the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
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" and/or "distributor" (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: (a) investors who meet
the criteria of professional clients and (b) 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 UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
Each of the UK Target Market Assessment and the EU 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 UK Target Market
Assessment and the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties each as defined
under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU 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 MiFID II, as
applicable; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual 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.
The Terms and Conditions should be read in their entirety.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if either of the Joint Bookrunners
confirms to such Placee its allocation of Placing Shares.
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 or acquire
Placing Shares has been given.
By participating in the Placing (such participation to be
confirmed in and evidence by either (i) a recorded telephone
conversation or (ii) email correspondence, in either case between
representatives of the Joint Bookrunner to whom the Placee's
commitment is given and the relevant Placee (a "Recorded
Commitment")), each Placee will be deemed to have read and
understood these Terms and Conditions in their entirety, to be
participating and acquiring Placing Shares on these Terms and
Conditions and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in these
Terms and Conditions.
In particular, each such Placee irrevocably represents,
warrants, undertakes, agrees and acknowledges (amongst other
things) to the Company and the Joint Bookrunners that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business; and
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in these
Terms and Conditions; and
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and
agreed to comply with the resale and transfer restrictions set out
in these Terms and Conditions.
Except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any
account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
No 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 any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of Publicly Available Information and subject
to any further terms set forth in writing in any contract note sent
to an individual Placee.
Each Placee, by participating in the Placing, confirms that it
has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of either of the Joint Bookrunners
or the Company or any other person and none of the Joint
Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. 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. No Placee should consider any information in the
Announcement or these Terms and Conditions to be legal, tax,
business or other advice. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a
Placing Agreement, under which the Joint Bookrunners have, on the
terms and subject to the conditions set out therein, undertaken to
use their reasonable endeavours to procure subscribers for Placing
Shares at the Placing Price. The Placing is not being underwritten
by either of the Joint Bookrunners or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
allocation of the Placing Shares is at the discretion of the Joint
Bookrunners, following consultation with the Company. Allocations
will be confirmed orally or by email by the Joint Bookrunners
following the close of the Bookbuild. A further announcement
confirming these details will then be made as soon as practicable
following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the
Articles, will be credited as fully paid and rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of
issue of the Placing Shares.
Subject to admission, the Placing Shares will trade on AIM under
the trading symbol "CMET" and with ISIN GB00BMF75608 .
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Placing Shares. It is expected
that settlement of any such shares and Admission will become
effective on or around 8.00 a.m. on 15 February 2022 and that
dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by potential Placees at the Placing Price. 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
it may, in its sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as agents
for, and joint brokers of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by the Joint Bookrunners, in consultation with the
Company, following completion of the Bookbuild. The number of
Placing Shares will be announced on a Regulatory Information
Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual contact at either
of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
or purchase at the Placing Price. Bids may be scaled down by the
Joint Bookrunners on the basis referred to in paragraph 8
below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right
to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Joint Bookrunners, following consultation with the Company. Each
Placee's allocation will be confirmed to Placees orally, or by
email, by either of the Joint Bookrunners following the close of
the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Oral or emailed
confirmation from either of the Joint Bookrunners will give rise to
an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of the relevant Joint
Bookrunner and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Articles. Except with the relevant Joint Bookrunner's consent, such
commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. The
Joint Bookrunners may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix II)
and will be legally binding on the Placee on behalf of which it is
made and, except with the relevant Joint Bookrunner's consent, will
not be capable of variation or revocation from the time at which it
is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in their
capacity as Placee (or agent), other than with such Placee's prior
written consent.
11. 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".
12. All obligations of the Joint Bookrunners under the Placing
will be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither of the Joint Bookrunners, nor any of
their affiliates, agents, directors, officers or employees shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
In particular, neither of the Joint Bookrunners, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of that Joint Bookrunner's
conduct of the Placing or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may
determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, inter
alia:
1. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
2. the Company having performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
3. the allotment of the Placing Shares, conditional only upon Admission;
4. Admission occurring by no later than 8.00 a.m. (London time)
on 15 February 2022 or such other date and time as may be agreed
between the Company and the Joint Bookrunners, not being later than
8 am (London time) on 28 March 2022 (the "Long Stop Date"); and
5. the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Joint Bookrunners may notify to the Company, being not later
than the Long Stop Date); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Joint Bookrunners may, at their discretion and upon such
terms as they thinks fit, waive, or extend the period for (subject
to the Long Stop Date), compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the condition
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, directors, officers or employees
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 the
Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia, if
before Admission:
1. W H Ireland and/or Tavira Securities becomes aware, or any
fact, matter or circumstance which constitutes or might reasonably
be expected to constitute a material breach of the warranties given
in the Placing Agreement or which indicates that any of such
warranties has become or might reasonably be expected to become
untrue, inaccurate or misleading in any material respect by
reference to the facts and circumstances then subsisting;
2. the Company has failed to comply with its obligations under
the Placing Agreement, or with the requirements of any applicable
laws or regulations (including MAR and the AIM Rules) in relation
to the Placing;
3. any of the conditions set out in the Placing Agreement are
not fulfilled or (if capable of waiver) waived by the Joint
Bookrunners or shall have become incapable of being fulfilled by
the respective time(s) and date(s) (if any) specified in the
Placing Agreement;
4. there has been any development or event which will or is
likely to have a material adverse effect on the condition
(financial, operational, legal or otherwise), prospects, solvency,
liquidity, management, results of operations, financial position,
business or general affairs of the Group taken as a whole, whether
or not foreseeable and whether or not arising in the ordinary
course of business; or
5. there has been a change in national or international
financial, political, economic, monetary or stock market conditions
(primary or secondary) or an imposition of or compliance with any
law or governmental or regulatory order, rule, regulation,
restriction or direction,
which, in the opinion of the Joint Bookrunners, would or would
be likely to prejudice materially the Company or render the Placing
(or any material part thereof) or Admission impractical or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to Placees in
this regard and that neither of the Joint Bookrunners nor any of
their respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Publicly Available Information). Each Placee, by accepting
a participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than the Publicly Available Information), representation, warranty,
or statement made by or on behalf of the Company or either of the
Joint Bookrunners or any other person and neither the Joint
Bookrunners, 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 either of the Joint
Bookrunners, 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 either of the Joint Bookrunners
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
Following closure of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Joint Bookrunners, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee (in pounds sterling) and a form of confirmation in
relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by either of the Joint Bookrunners in accordance with the
standing CREST settlement instructions which they have in place
with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BMF75608) following Admission will take place within CREST
provided that, subject to certain exceptions, the Joint Bookrunners
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
LIBOR rate as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the relevant Joint
Bookrunner'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 the relevant Joint Bookrunner 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
the relevant Joint Bookrunner such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the relevant Joint Bookrunner lawfully take in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither of the Joint Bookrunners nor
the Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners for
themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase 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. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by either of the Joint Bookrunners of any
right or discretion under the Placing Agreement shall be within the
absolute discretion of the relevant Joint Bookrunner and the
relevant Joint Bookrunner need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Joint Bookrunners
or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, the Joint Bookrunners nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, (a) persons in any Member
State of the European Economic Area which has implemented the EU
Prospectus Regulation or (b) persons in the UK in accordance with
the UK Prospectus Regulation, respectively, other than Qualified
Investors or in circumstances in which the prior consent of either
of the Joint Bookrunners 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, or the UK respectively,
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation (as the case may be) as having been made to
such persons;
6. that neither it nor, as the case may be, its clients expect
either of the Joint Bookrunners to have any duties or
responsibilities to such persons similar or comparable to the
duties of "best execution" and "suitability" imposed by the FCA's
Conduct of Business Source Book, and that the Joint Bookrunners are
not acting for it or its clients, and that the Joint Bookrunners
will not be responsible for providing the protections afforded to
customers of either of the Joint Bookrunners or for providing
advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that either of
the Joint Bookrunners or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, other than the
information in this Announcement and the Publicly Available
Information; nor has it requested any of the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Joint Bookrunners or the Company or any of
their respective affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
12. that, unless specifically agreed with the relevant Joint
Bookrunner, it is not and was not acting on a non-discretionary
basis for the account or benefit of a person located within the
United States or any US Person at the time the undertaking to
subscribe for and/or purchase Placing Shares was given and it is
not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States or to any US Person
and it will not 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;
13. that it is not a national or resident of Australia, Canada,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Australia, Canada, New Zealand, the Republic of South Africa or
Japan and that it will not (unless an exemption under the relevant
securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Australia, Canada, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Australia,
Canada, New Zealand, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant clearances or exemptions are
not being obtained from the Securities Commission of any province
or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New
Zealand, the Japanese Ministry of Finance or the South African
Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, New
Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
either of the Joint Bookrunners or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by either of the Joint Bookrunners;
19. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Joint Bookrunners, it is a Qualified Investor;
21. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22. 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 FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23. that any money held in an account with either of the Joint
Bookrunners (or their nominee) on their behalf and/or any person
acting on its behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the relevant
Joint Bookrunner's (or its nominee's) money in accordance with such
client money rules and will be used by the relevant Joint
Bookrunner in the course of their own business and each Placee will
rank only as a general creditor of the relevant Joint
Bookrunner;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Articles (which incorporate
the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
27. that it appoints irrevocably any director of the relevant
Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither of the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint
Bookrunners 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 Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the relevant Joint
Bookrunner for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, financial,
tax or other advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993 and MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering and Terrorist Financing Regulations 2019 and (iii)
it is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury or the United States Department of State; (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 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 the
Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners
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 the Joint
Bookrunners on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their absolute discretion;
35. that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or UK Prospectus Regulation
(as the case may be) of those Placing Shares to be subscribed for
and/or purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
39. that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that the Joint Bookrunners or their respective affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(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 transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company or the Joint
Bookrunners 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 the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners have incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners 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 or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Joint Bookrunners
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFIFFRFTIAIIF
(END) Dow Jones Newswires
February 09, 2022 02:00 ET (07:00 GMT)
Equatorial Palm Oil (LSE:PAL)
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Equatorial Palm Oil (LSE:PAL)
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