TIDMSOUC
RNS Number : 0320Q
Southern Energy Corp.
23 June 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE: (A) A
PROSPECTUS OR OFFERING MEMORANDUM; (B) AN ADMISSION DOCUMENT
PREPARED IN ACCORDANCE WITH THE AIM RULES; OR (C) AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
SOUTHERN ENERGY CORP. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS
PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMED. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
SOUTHERN ENERGY CORP. ANNOUNCES ADDITIONAL DRILL TEST RESULTS
AND APPROXIMATELY US$30 MILLION EQUITY FINANCING
Calgary, Alberta - June 23 , 2022 - Southern Energy Corp.
("Southern" or the "Company") (SOU: TSXV; AIM: SOUC), a
U.S.-focused, growth-oriented natural gas producer, is pleased to
announce a proposed prospectus offering and placing of new common
shares of no par value ("Common Shares") in the capital of the
Company to raise aggregate gross proceeds of approximately US$30.0
million (approximately GBP24.5 million / C$38.9 million) (together,
the "Offering"). In the event of excess demand, the Company
reserves the right to increase the size of the Offering.
The Offering consists of:
-- an underwritten bought deal prospectus offering of 26,060,000
million Common Shares (the "Prospectus Shares") at an issue price
of C$0.87 (approximately 54.5 pence) per Prospectus Share (the
"Prospectus Price"), for aggregate gross proceeds of C$22.7 million
(approximately GBP14.3 million / US$17.5 million) to be led by
Eight Capital (the "Prospectus Offering"); and
-- a concurrent placing of approximately 18,692,661 million
Common Shares (the "Placing Shares") at an offering price of 54.5
pence (approximately C$0.87) per Placing Share (the "Placing
Price"), for aggregate gross proceeds of approximately GBP10.2
million (approximately US$12.5 million / C$16.2 million) to be
conducted by way of an accelerated bookbuild (the "Placing").
The size of the Offering may be increased, at the Company's
discretion, through the Placing and/or the Prospectus Offering.
The Company will use the net proceeds of the Offering for
capital expenditures relating to extending and accelerating the
planned drilling programme at Gwinville and for general working
capital purposes, consistent with the Company's strategy of growing
and developing an oil and natural gas exploration and development
company through organic growth operations and synergistic
acquisitions.
Offering Highlights:
-- Combined gross proceeds of approximately US$30.0 million to
be raised via the issue of new Common Shares pursuant to the
Offering
-- Offering expected to provide additional liquidity to the
Company's Common Shares on both AIM and the TSXV
-- Net proceeds of the Offering to be primarily used to
accelerate the initiation of a continuous organic drilling
programme at Gwinville, as well as increasing financial flexibility
for potential accretive acquisition opportunities
-- Further drilling at Gwinville expected to begin in Q4 2022
Operational Update
All three of the horizontal wells from the Gwinville 19-3
padsite are now flowing to sales at highly restricted rates. The
padsite is currently producing approximately 15.3 MMcf/d (2,550
boe/d) of natural gas and all three wells are meeting the company's
early-time expectations for our Generation 3 completion design. The
Company began flowing the new production through its 100% owned
compression facilities on June 20, 2022 and the operations team is
working quickly to further optimize gas flow rates and lower
gathering system pressures from the padsite. The Company will
update the performance of the new wells over the coming months as
the Generation 3 type curve is established.
Ian Atkinson, President and CEO of Southern, commented :
"With all three Gwinville Selma Chalk wells now on production,
we have more than doubled corporate production which illustrates
the significant organic growth potential we can deliver to
shareholders with our multi-year drilling inventory in Gwinville
.
Following the encouraging test results of our ongoing operations
at Gwinville, utilizing our improved Generation 3 completion
design, we believe that this is an opportune moment to finance the
business for further, operationally-driven growth through the
Offering. In tandem, we continue to see significant opportunity for
accretive acquisitions in our area of expertise and believe that
this financing will allow us to continue to act nimbly and
opportunistically as we execute our growth strategy. These are
truly exciting times for Southern Energy and our shareholders."
The Prospectus Offering
Southern has entered into an agreement with Eight Capital,
pursuant to which Eight Capital, as lead underwriter and sole
bookrunner, together with a syndicate of underwriters
(collectively, the "Underwriters") will purchase, on a bought-deal
basis, 26.1 million Prospectus Shares at the Prospectus Price. The
Underwriters will have an option to purchase up to an additional
15% of the Prospectus Shares issued under the Prospectus Offering
at the Prospectus Price for market stabilization purposes and/or to
cover over-allotments, exercisable in whole or in part at any time
until 30 days after the closing of the Prospectus Offering.
The Prospectus Shares to be issued pursuant to the Prospectus
Offering will be distributed by way of a short form prospectus in
all provinces of Canada (excluding Québec) and may also be placed
privately in the United States to Qualified Institutional Buyers
(as defined under Rule 144A under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act")) pursuant to an
exemption under Rule 144A, and may be distributed outside Canada
and the United States on a basis which does not require the
qualification or registration of any of the Company's securities
under domestic or foreign securities laws.
Closing of the Prospectus Offering is expected to occur on or
about July 7, 2022.
The Placing
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild") which will open immediately following the release
of this Announcement and the Placing is subject to the terms and
conditions set out in the Appendix to this Announcement.
Canaccord Genuity Limited and H&P Advisory Limited are
acting as joint brokers and joint bookrunners (the "Joint Brokers"
or "Joint Bookrunners") in relation to the Placing. Strand Hanson
Limited is acting as Nominated & Financial Adviser to the
Company.
The Placing will only be made available to invited eligible
institutional and professional investors in certain specified
jurisdictions and the timing for the close of the Bookbuild will be
determined by the Joint Brokers and the Company. A further
announcement confirming the number of new Placing Shares to be
issued pursuant to the Placing and final details of the Bookbuild
is expected to be made in due course after the close of the
Bookbuild.
The Joint Brokers will commence the Bookbuild with immediate
effect. The Joint Brokers have entered into the conditional placing
agreement with the Company (the "Placing Agreement") under which,
subject to the conditions set out therein, the Joint Brokers have
agreed to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price and as set
out in the Placing Agreement.
The Placing Shares, upon issue, will rank equally in all
respects with the existing Common Shares and the Prospectus
Shares.
Attention is drawn to the Appendix to this Announcement
containing, inter alia, the terms and conditions of the Placing,
which are applicable to Placees only.
By choosing to participate in the Placing and by making a
legally binding offer (including orally) to acquire Placing Shares
in the Placing, Placees will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions in
it, and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix. The
results of the Placing are expected to be announced on 24 June
2022, and the Placing Shares are expected to be admitted to trading
on AIM on or around 5 July 2022.
Further details of the Offering
The Company intends that the Placing will be conducted in
conjunction with the Prospectus Offering but is not
inter-conditional with the Prospectus Offering.
Application will be made to: (a) the London Stock Exchange for
Admission of the Placing Shares and the Prospectus Shares to
trading on AIM; and (b) the TSX Venture Exchange (the "TSXV") for
listing of the Placing Shares and the Prospectus Shares for trading
on the facilities of the TSXV.
Completion of the Offering is subject to customary closing
conditions, including the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange. In
addition, the Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. Further details of the respective conditions and
termination rights applicable to the Placing and the Prospectus
Offering are set out in the Appendix.
Without prior written approval of the TSXV and compliance with
all applicable Canadian securities laws, the Placing Shares may not
be sold, transferred, hypothecated or otherwise traded on or
through the facilities of TSXV or otherwise in Canada or to or for
the benefit of a Canadian resident until the date that is four
months and a day after the date of issuance.
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 United States, Australia, New Zealand,
Canada, Japan 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, New Zealand,
Canada, Japan or South Africa or any other jurisdiction in which
such offer, sale, resale or delivery would be unlawful.
The securities described herein have not been, and will not be,
registered under the U.S. Securities Act or any state securities
laws, and accordingly, may not be offered or sold within the United
States except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This Announcement
shall not constitute an offer to sell or the solicitation of an
offer to buy any of the Company's securities to, or for the account
or benefit of, persons in the United States, nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. There has been and will be
no public offer of the Company's securities in Australia, Japan,
South Africa, the United States or elsewhere, other than the
Prospectus Offering in each of the provinces of Canada, except
Québec.
About Southern Energy Corp.
Southern Energy Corp. is a natural gas exploration and
production company. Southern has a primary focus on acquiring and
developing conventional natural gas and light oil resources in the
southeast Gulf States of Mississippi, Louisiana, and East Texas.
Our management team has a long and successful history working
together and have created significant shareholder value through
accretive acquisitions, optimization of existing oil and natural
gas fields and the utilization of re-development strategies
utilizing horizontal drilling and multi-staged fracture completion
techniques.
For further information, please contact :
Southern Energy Corp.
Ian Atkinson (President and CEO) +1 587 287 5401
Calvin Yau (VP Finance and CFO) +1 587 287 5402
Strand Hanson Limited - Nominated & Financial Adviser +44 (0) 20 7409 3494
James Spinney / James Bellman / Rob Patrick
Canaccord Genuity - Joint Broker +44 (0) 20 7523 8000
Henry Fitzgerald-O'Connor / James Asensio
Hannam & Partners - Joint Broker +44 (0) 20 7907 8500
Samuel Merlin / Ernest Bell
Camarco +44 (0) 20 3757 4980
James Crothers / Billy Clegg / Hugo Liddy
READER ADVISORY
Natural gas liquids volumes are recorded in barrels of oil (bbl)
and are converted to a thousand cubic feet equivalent (Mcfe) using
a ratio of six (6) thousand cubic feet to one (1) barrel of oil
(bbl). Natural gas volumes recorded in thousand cubic feet (Mcf)
are converted to barrels of oil equivalent (boe) using the ratio of
six (6) thousand cubic feet to one (1) barrel of oil (bbl). Mcfe
and boe may be misleading, particularly if used in isolation. A boe
conversion ratio of 6 mcf:1 bbl or a Mcfe conversion ratio of 1
bbl:6 Mcf is based in an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a
value equivalency at the wellhead. In addition, given that the
value ratio based on the current price of oil as compared with
natural gas is significantly different from the energy equivalent
of six to one, utilizing a boe conversion ratio of 6 Mcf:1 bbl or a
Mcfe conversion ratio of 1 bbl:6 Mcf may be misleading as an
indication of value.
Throughout this Announcement, "crude oil" or "oil" refers to
light and medium crude oil product types as defined by National
Instrument 51-101 - Standards of Disclosure for Oil and Gas
Activities ("NI 51-101"). References to "NGLs" throughout this
Announcement comprise pentane, butane, propane, and ethane, being
all NGLs as defined by NI 51-101. References to "natural gas"
throughout this Announcement refers to conventional natural gas as
defined by NI 51-101.
References in this Announcement to IP30, production test rates,
initial test production rates, and other short -- term production
rates are useful in confirming the presence of hydrocarbons,
however such rates are not determinative of the rates at which such
wells will commence production and decline thereafter and are not
indicative of long term performance or of ultimate recovery. While
encouraging, readers are cautioned not to place reliance on such
rates in calculating the aggregate production for Southern. A
pressure transient analysis or well -- test interpretation has not
been carried out in respect of all wells. Accordingly, the Company
cautions that the test results should be considered to be
preliminary.
Certain type curves disclosure presented herein represents
estimates of the production decline and ultimate volumes expected
to be recovered from wells over the life of the well. The type
curves represent what management thinks an average well will
achieve, based on methodology that is analogous to wells with
similar geological features. Individual wells may be higher or
lower but over a larger number of wells, management expects the
average to come out to the type curve. Over time type curves can
and will change based on achieving more production history on older
wells or more recent completion information on newer wells.
Please see below for a list of abbreviations used in this
Announcement.
bbl barrels
bbl/d barrels per day
boe barrels of oil
boe/d barrels of oil per day
Mcf thousand cubic feet
Mcf/d thousand cubic feet per day
MMcf million cubic feet
MMcf/d million cubic feet per day
Forward Looking Statements
Certain information included in this Announcement constitutes
forward-looking information under applicable securities
legislation. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this Announcement may include, but
is not limited to, statements concerning the Offering, including
the terms thereof and the use of proceeds of the Offering, the
Company's business strategy, objectives, strength and focus, the
Company's capital program for the remainder of 2022, the Company's
asset base including the development of the Company's assets,
expectations regarding production from the Company's drilling
operations in Gwinville and the timing thereof, ability to achieve
production estimates set out herein and future production
levels.
The forward-looking statements contained in this Announcement
are based on certain key expectations and assumptions made by
Southern, including the timing of and success of future drilling,
development and completion activities, the performance of existing
wells, the performance of new wells, the availability and
performance of facilities and pipelines, the geological
characteristics of Southern's properties, the characteristics of
its assets, the successful application of drilling, completion and
seismic technology, benefits of current commodity pricing hedging
arrangements, prevailing weather conditions, prevailing legislation
affecting the oil and gas industry, commodity prices, royalty
regimes and exchange rates, the application of regulatory and
licensing requirements, the availability of capital, labour and
services, the creditworthiness of industry partners and the ability
to source and complete asset acquisitions.
Although Southern believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because Southern can give no assurance that they will
prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to, the risk
that the Offering may not be completed on favorable terms or at
all, the risk that the Company may not be able to obtain all
necessary regulatory and stock exchange approvals, including the
approval of the TSXV and the London Stock Exchange, the risk that
the Company may apply the proceeds of the Offering differently than
as stated herein depending on future circumstances; risks
associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), constraint in the availability of
services, negative effects of the current COVID-19 pandemic,
commodity price and exchange rate fluctuations, geo-political
risks, political and economic instability abroad, wars (including
Russia's military actions in Ukraine), hostilities, civil
insurrections, inflationary risks including potential increases to
operating and capital costs, changes in legislation impacting the
oil and gas industry, adverse weather or break-up conditions and
uncertainties resulting from potential delays or changes in plans
with respect to exploration or development projects or capital
expenditures. These and other risks are set out in more detail in
the Preliminary Prospectus and Southern's most recent management's
discussion and analysis and annual information form, which are
available under the Company's SEDAR profile at www.sedar.com.
The forward-looking information contained in this Announcement
is made as of the date hereof and Southern undertakes no obligation
to update publicly or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
unless required by applicable securities laws. The forward-looking
information contained in this Announcement is expressly qualified
by this cautionary statement.
http://www.southernenergycorp.com
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and Canaccord 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
Placing or Admission or any other matters referred to in this
Announcement.
H&P Advisory Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and H&P 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
Placing or Admission or any other matters referred to in this
Announcement.
Neither of Canaccord or H&P nor any of their respective
subsidiary undertakings, affiliates or any of their respective
directors, officers, employees, advisers, agents or any other
person accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or
opinions contained in this Announcement (or whether any information
has been omitted from it) or any other information relating to the
Company, its subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this Announcement or its contents or otherwise arising in
connection therewith and any liability therefore is expressly
disclaimed.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX (THE "TERMS AND CONDITIONS") 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,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA 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. THESE TERMS AND CONDITIONS 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") AS DEFINED
IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/OR
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (AS
IT FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUWA); AND (II)
"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"). THESE TERMS AND CONDITIONS ARE
A FINANCIAL PROMOTION, WHICH 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,
THESE TERMS AND CONDITIONS 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 THESE TERMS AND CONDITIONS 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 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 "U.S. 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 U.S. 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
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 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 United States, Australia, New Zealand,
Canada, Japan 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, New Zealand,
Canada, Japan 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 retail investors and
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 retail investors and
investors who meet the criteria of professional clients and
eligible counterparties (each as defined in MiFID II); and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Common Shares may decline and investors could lose all or
part of their investment; the Common Shares offer no guaranteed
income and no capital protection; and an investment in the Common
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 Common 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 Announcement (or any part of it) should seek appropriate
advice before taking any action.
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 a Bookrunner confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Terms and Conditions, 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.
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. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the
discretion of the Joint Bookrunners, following consultation with
the Company. Allocations will be confirmed orally or by email by
the relevant Bookrunner following the close of the Bookbuild. An
announcement confirming these details will then be made by the
Company 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 non-assessable and
rank equally in all respects with the existing Common Shares (and
the Common Shares to be issued pursuant to the Prospectus
Offering), including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Common Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under
the trading symbol "SOUC" and with ISIN CA8428131059.
Without prior written approval of the TSXV and compliance with
all applicable Canadian securities laws, the Placing Shares may not
be sold, transferred, hypothecated or otherwise traded on or
through the facilities of TSXV or otherwise in Canada or to or for
the benefit of a Canadian resident until the date that is four
months and a day after the date of issuance of such Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Placing Shares and the
Prospectus Shares. It is expected that settlement of any such
shares (via Depositary Interests) and Admission will become
effective at 8.00 a.m. on or around 5 July 2022 and that dealings
in the Placing Shares and Prospectus Shares will commence at that
time.
Bookbuild
The Joint Bookrunners are conducting a 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
they may, in their sole discretion, determine.
The principal terms of, the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as agents
for, and 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 a
Bookrunner.
3. The Bookbuild 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 by the Company on a Regulatory Information Service
following the completion of the Bookbuild.
4. In order to participate in the Placing, prospective Placees
should communicate their bid by telephone or email to their usual
contact at the relevant Bookrunner. 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 relevant Bookrunner 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 the relevant Bookrunner 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 the relevant Bookrunner will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of that 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
these Terms and Conditions and in accordance with the Articles.
Except with the relevant Bookrunner's consent, such commitment will
not be capable of variation or revocation.
7. The Company will make an 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 relevant Bookrunner
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at its
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 this Announcement (including these Terms and
Conditions) and will be legally binding on the Placee on behalf of
which it is made and except with the relevant Bookrunner's consent
will not be capable of variation or revocation from the time at
which it is submitted.
10. 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".
11. 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".
12. 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.
13. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither of the Joint
Bookrunners, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise 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 the Joint Bookrunners' 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. Each of the Joint Bookrunners' obligations under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
1. the application for Admission being delivered to the London
Stock Exchange on or before 30 June 2022;
2. each of the conditions to the Prospectus Offering or the
obligations of Eight Capital as set out in the Bought Deal
Engagement Letter which are to be fulfilled prior to Admission
having been fulfilled or (if capable of waiver) waived by Eight
Capital and not having become incapable of being fulfilled, in each
case by the respective time(s) and date(s) (if any) specified
therein and the Bought Deal Engagement Letter not having been
terminated or otherwise ceasing to be in full force and effect
(other than where such termination or cessation is as a result of
the Bought Deal Engagement Letter having been superseded by the
Underwriting Agreement);
3. the Underwriting Agreement having been duly executed by the
Company and each of the other parties thereto, each of the
conditions to the Prospectus Offering or the obligations of the
Underwriters as set out in the Underwriting Agreement which are to
be fulfilled prior to Admission having been fulfilled or (if
capable of waiver) waived by the Underwriters, and not having
become incapable of being fulfilled, in each case by the respective
time(s) and date(s) (if any) specified therein, and the
Underwriting Agreement not having been terminated or otherwise
ceasing to be in full force and effect;
4. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
5. the Company having performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
6. the issue and allotment of the Placing Shares, conditional only upon Admission;
7. Admission taking place no later than 8.00 a.m. (London time)
on 5 July 2022 or such other date and time as may be agreed between
the Company and the Joint Bookrunners, not being later than 8.00
a.m. (London time) on 19 July 2022 (the " Long Stop Date ");
and
8. 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 these Terms and Conditions.
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. any of the warranties given in the Placing Agreement are not
true and accurate and not misleading when given at the date of the
Placing Agreement or would not be true and accurate or would be
misleading if they were repeated on Admission;
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, the AIM Rules and the TSXV
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;
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 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.
The Prospectus Offering is being underwritten by Eight Capital
pursuant to the Bought Deal Engagement Letter, and such
underwriting obligations are expected to be syndicated to the
Underwriters (led by Eight Capital). Following syndication, the
obligations of the Underwriters are to be formalised by entering
into the Underwriting Agreement, which would then supersede the
Bought Deal Engagement Letter.
The obligations of Eight Capital under the Bought Deal
Engagement Letter are conditional upon all necessary regulatory
approvals being obtained.
In addition, Eight Capital is entitled, at any time before
closing of the Prospectus Offering (by listing of the Prospectus
Shares for trading on the facilities of TSXV), to terminate its
commitments under the Bought Deal Engagement Letter, if (inter
alia):
(a) there is a material change or a change in a material fact or
new material fact shall arise or there should be discovered any
previously undisclosed material fact required to be disclosed in
the Company's preliminary short form prospectus or the final short
form prospectus or any amendment thereto, in each case, that has or
would be expected to have, in the sole opinion of Eight Capital, a
significant adverse change or effect on the business or affairs of
the Company or on the market price or the value of the securities
of the Company;
(b) (i) there should occur or come into effect any event or
condition (including without limitation, terrorism, accident or any
outbreak or escalation of international hostilities or war) or
major financial occurrence of national or international consequence
or a new or change in any law or regulation which in the sole
opinion of Eight Capital, may seriously adversely affect or involve
the financial markets or the business, operations or affairs of the
Company and its subsidiaries taken as a whole or the market price
or value of the securities of the Company, (ii) any inquiry,
action, suit, proceeding or investigation is commenced or
threatened in relation to the Company or any one of the officers of
the Company where wrong-doing is alleged or any order is made by
any competent authority which involves a finding of wrong-doing, or
(iii) any order, action or proceeding is made or threatened by a
securities regulatory authority which ceases trading, or otherwise
operates to prevent or restrict the trading, of the Common Shares;
or
(c) the Company is in breach of a material term, condition or
covenant of the Bought Deal Engagement Letter or any representation
or warranty given by the Company in the Bought Deal Engagement
Letter becomes or is false in any material respect.
The foregoing conditions and termination rights are expected to
be replicated, and supplemented by additional customary terms and
conditions, in the Underwriting Agreement.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of 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 these Terms and Conditions and the
business and financial information that the Company is required to
publish in accordance with the AIM Rules and the TSXV Rules,
including this Announcement (the "Exchange Information"). The
Preliminary Prospectus and the Company's final short form
prospectus are not a prospectus for the purposes of Section 85(1)
of FSMA and, accordingly, will not be examined or approved as a
prospectus by the FCA under Section 87A FSMA or by the London Stock
Exchange and it will not be filed with the FCA pursuant to the
FCA's Prospectus Regulation Rules nor will it be approved by a
person authorised under FSMA, for the purposes of Section 21 FSMA.
Each Placee, by accepting a participation in the Placing, agrees
that the content of the Exchange Information (including this
Announcement) is exclusively the responsibility of the Company and
confirms that it has not relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Joint Bookrunners (or either Bookrunner) or any other
person and neither of 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 the Joint Bookrunners (or either of
them), 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 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 the close 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 relevant Bookrunner, 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 the relevant Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with that
Bookrunner.
Settlement of transactions in the Placing Shares via the
Depositary Interests (ISIN: CA8428131059) following Admission will
take place within the system administered by Euroclear UK &
International Limited ("CREST") provided that, subject to certain
exceptions, each Joint Bookrunner 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 these Terms and Conditions or would
not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will take place on 5 July 2022 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 in accordance with the arrangements set out
above at the rate of 4 percentage points above the prevailing LIBOR
rate as determined by the relevant Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant 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 that 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 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 Bookrunner
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which that Bookrunner
lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that 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 Company and each Joint
Bookrunner:
1. that it has read and understood this Announcement, including
these Terms and Conditions, 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 therein 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 the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Joint Bookrunners 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 relevant Bookrunner 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 the Exchange Information (including this Announcement), 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
Prospectus Regulation and Article 5(1) of the Prospectus Regulation
(as it forms part of domestic UK law pursuant to the EUWA), (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 which has implemented the Prospectus Regulation or
the UK, respectively, other than Qualified Investors or in
circumstances in which the prior consent 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
Prospectus Regulation or the Prospectus Regulation (as it forms
part of domestic UK law pursuant to the EUWA) (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
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
the Joint Bookrunners or for providing advice in respect of the
transactions described in this Announcement;
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 the Joint
Bookrunners (or either of them) 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 the Exchange Information (including this
Announcement); 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 understands and accepts that, without the prior
written approval of the TSXV and compliance with all applicable
Canadian securities laws, the Placing Shares may not be sold,
transferred, hypothecated or otherwise traded on or through the
facilities of TSXV or otherwise in Canada or to or for the benefit
of a Canadian resident until the date that is four months and a day
after the date of issuance of such Placing Shares;
9. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the U.S. 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 U.S. Securities Act;
10. that the Placing Shares have not been and will not be
registered under the U.S. 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 U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom;
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 Exchange
Information;
12. that, unless specifically agreed with the relevant
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
U.S. 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 Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, New
Zealand, the Republic of South Africa or Japan and that it will not
(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 Canada, Australia, New
Zealand, the Republic of South Africa or Japan or to or for the
benefit of any person resident in Canada, Australia, New Zealand,
the Republic of South Africa or Japan and each Placee acknowledges
that the relevant 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, New Zealand, Canada, Japan or
South Africa 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
the Joint Bookrunners (or either of them) 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 these Terms and
Conditions; and (c), if applicable, to receive on its behalf any
investment letter relating to the Placing in the form provided to
it by the relevant Bookrunner;
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;
20. that, unless otherwise agreed by the relevant Bookrunner, it is a Qualified Investor;
21. that, unless otherwise agreed by the relevant Bookrunner, 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. 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 the relevant
Bookrunner (or its nominee or agent) on its behalf and/or any
person acting on its behalf will not be treated as client money
within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the
Bookrunner's (or its nominee's or agent's) money in accordance with
such client money rules and will be used by the relevant Bookrunner
in the course of its own business and each Placee will rank only as
a general creditor of the relevant Bookrunner;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Common Shares in accordance with the Articles (which incorporate by
reference 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
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 this 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, each Joint
Bookrunner 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 these Terms and Conditions and further agrees that
the Company and each of 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 relevant Bookrunner and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee, pursuant to this Announcement (including the Terms
and Conditions) are given to each 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 these Terms and Conditions;
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 either of the Joint Bookrunners to provide any legal,
financial, tax or other advice to it;
33. that all dates and times in this Announcement (including
these Terms and Conditions) may be subject to amendment and that
the relevant Bookrunner 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, 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
relevant Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which that Bookrunner 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 relevant
Bookrunner 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 relevant Bookrunner
may decide in its absolute discretion;
35. that it will not make any offer to the public within the
meaning of the Prospectus Regulation 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 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 relevant
Bookrunner 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 and that they may be sent by post to such Placees at
an address notified to the relevant Bookrunner;
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 a Bookrunner or its 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; 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 Company and the Joint
Bookrunners and are irrevocable.
The provisions of these Terms and Conditions may be waived,
varied or modified as regards specific Placees or on a general
basis by the relevant Bookrunner.
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
(via Depositary Interests) in question. Such agreement assumes that
the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company or 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
relevant Bookrunner 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.
The Exchange Information 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 the
Exchange Information (including 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.
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and Canaccord 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
Placing or Admission or any other matters referred to in this
Announcement.
H&P Advisory Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and H&P 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
Placing or Admission or any other matters referred to in this
Announcement.
Neither of Canaccord or H&P nor any of their respective
subsidiary undertakings, affiliates or any of their respective
directors, officers, employees, advisers, agents or any other
person accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or
opinions contained in the Exchange Information (or whether any
information has been omitted from it) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the Exchange Information or its contents or
otherwise arising in connection therewith and any liability
therefore is expressly disclaimed.
Definitions
In this Announcement (including the Terms and Conditions), the
following words and expressions shall (save where the context
otherwise requires) have the following meanings:
"Admission" the admission of the Placing Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies, published
by London Stock Exchange from time to
time
"Announcement" this announcement (including the Appendix
which forms
part of this announcement)
"Articles" the articles of continuance and by-laws
of the Company from time to time
"Bookbuild" the bookbuilding to be conducted by the
Joint Bookrunners pursuant to the Placing
Agreement and this Announcement, including
the Terms and Conditions
"Bought Deal Engagement the engagement letter between the Company
Letter" and Eight Capital in respect of the Prospectus
Offering
"Canaccord" Canaccord Genuity Limited
"Common Shares" common shares of no par value in the capital
of the Company
"Company" or "Southern" Southern Energy Corp.
"Depositary Interests" depositary interests representing the
Common Shares
"EEA" the European Economic Area
"Eight Capital" a partnership formed pursuant to the laws
of Canada
"EUWA" the European Union (Withdrawal) Act 2018,
as amended
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act,
as amended
"Group" the Company and its subsidiaries and subsidiary
undertakings
"Group Company" a member of the Group
"H&P" H & P Advisory Limited
"Joint Bookrunners" H&P and Canaccord and "Bookrunner" and
or "Joint Brokers" "Broker" shall be construed accordingly
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (2014/596/EU)
(as it forms part of UK domestic law by
virtue of the EUWA)
"Offering" the proposed offering of Common Shares
to raise aggregate gross proceeds of approximately
US$30.0 million by way of the Prospectus
Offering and the Placing
"Placees" a person who has agreed to subscribe for
Placing Shares at the Placing Price;
"Placing" the proposed placing by the Joint Bookrunners,
on behalf of the Company, of the Placing
Shares on the terms and subject to the
conditions set out in this Announcement
(including these Terms and Conditions)
and the Placing Agreement at the Placing
Price
"Placing Agreement" the agreement between the Joint Bookrunners
and the Company in respect of the Placing
"Placing Price" 54.5 pence per Placing Share
"Placing Shares" the new Common Shares to be allotted and
issued by the Company pursuant to the
Placing
"Preliminary Prospectus" the Company's preliminary short form prospectus
in connection with the Prospectus Offering
"Prospectus Offering" the Company's proposed underwritten bought
deal prospectus offering of Prospectus
Shares at the Prospectus Price
"Prospectus Price" C$0.87 per Prospectus Share
"Prospectus Shares" the new Common Shares to be allotted and
issued by the Company pursuant to the
Prospectus Offering
"Regulation S" Regulation S under the U.S. Securities
Act
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
"TSXV" the TSX Venture Exchange
"TSXV Rules" the rules and policies of the TSXV, including
the TSXV Corporate Finance Manual and
related staff notices
"Underwriters" the syndicate of underwriters led by Eight
Capital
"Underwriting Agreement" the underwriting agreement between the
Company and the Underwriters with respect
to the Prospectus Offering
"United States" the United States, including its territories
and possessions, any state of the United
States and the District of Columbia
"US Person" has the meaning given that term in Regulation
S
"U.S. Securities Act" the United States Securities Act of 1933,
as amended
"C$" Canadian dollars, the lawful currency
of Canada
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
"US$" United States dollars, the lawful currency
of the United States of America
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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END
MSCEAKKDAFSAEFA
(END) Dow Jones Newswires
June 23, 2022 12:20 ET (16:20 GMT)
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