TIDMCHF
RNS Number : 9245D
Chesterfield Resources PLC
01 July 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Chesterfield Resources plc/ EPIC: CHF / Market: LSE / Sector:
Mining
1 July 2021
Proposed Placing
Chesterfield Resources plc ("Chesterfield Resources" or the
"Company") is pleased to announce a proposed placing (the
"Placing") of up to GBP750k at a price of 10p per ordinary share
(the "Placing Price"). Panmure Gordon (UK) Limited are acting as
sole bookrunner in relation to the Placing.
As announced by the Company on 19 May and 16 June 2021, the
Company has agreed to acquire a belt scale copper exploration
project, called Adeline, in the highly-rated Labrador region of
eastern Canada, from Altius Minerals Corporation (TSX: ALS,
together with its affiliates "Altius") (the "Acquisition") . The
Acquisition is being effected pursuant to a share purchase
agreement with Altius for the entire issued share capital of a
special purpose vehicle which owns a 100% interest in the Adeline
project. The consideration for the Acquisition will be satisfied by
the issue to Altius of (i) 10,089,199 ordinary shares ("Ordinary
Shares") in the capital of the Company ("Consideration Shares") and
(ii) warrants over 11,100,000 Ordinary Shares, exercisable for
three years from completion at an exercise price of GBP0.20 per new
Ordinary Share ("Warrants"). Further details of the Acquisition are
contained in the Company's announcements of 19 May and 16 June
2021.
The use of proceeds are primarily to fund the forthcoming field
programme on the Adeline project, as well as for general working
capital purposes.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following release of this Announcement (as defined below). The
timing of the closing of the Bookbuild and the allocations are at
the absolute discretion of the Bookrunner and the Company. The
results of the Placing will be announced as soon as practicable
after the close of the Bookbuild.
Settlement for the Ordinary Shares to be issued pursuant to the
Placing (the "Placing Shares") and the Consideration Shares to be
issued pursuant to the Acquisition is expected to take place on or
around 12(th) July 2021. Each of the Placing and the Acquisition is
conditional upon, among other things, the publication of a
prospectus, as approved by the Financial Conduct Authority, in
connection with the Placing and the Acquisition (the "Prospectus")
and the Placing is also conditional upon, among other things,
admission of the Placing Shares becoming effective and the Placing
Agreement (as defined in the Appendix to this Announcement) between
the Company and the Bookrunner not being terminated in accordance
with its terms.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being
this "Announcement" or "announcement").
The announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section and the detailed terms and conditions
described in the Appendix.
Said Executive Chairman, Martin French, "On the admission of the
Placing Shares, following issue of the prospectus, Chesterfield's
acquisition of the Adeline project from Altius Minerals will be
complete. This is an exciting project with considerable potential
upside from exploration success. We intend to commence a fieldwork
programme on the site immediately and are engaging a team and
equipment to effect this. We will release more detailed information
about this programme shortly. We have also decided to use the
opportunity of the prospectus to raise some additional top-up
funding.
Over the last seven months the Company has considerably
strengthened its position, both in terms of projects, partners, and
now its financial position. We believe that copper demand globally
is going to be very strong in coming years, and the Company is
positioning itself to take full advantage of this."
About Chesterfield Resources
Chesterfield Resources is a copper-focussed exploration company
with a project in Cyprus and the proposed new Adeline copper
project in Labrador, Canada, contingent, among other things, upon
the publication of a prospectus. Upon completion of the acquisition
of the Adeline project, Altius will become a strategic partner,
with a 10% holding in the Company, and 20p Warrants over a further
10% of the Company (both holdings calculated prior to dilution
through the Placing).
The exploration team is led by two highly experienced industry
geologists Neil O'Brien, formally SVP Exploration & New
Business Development, Lundin Mining, and Dave Cliff, previously
Head of Exploration Europe, Rio Tinto.
The Adeline copper project is located within the western half of
the Central Mineral Belt, a 260 km long metal-rich belt located in
Central Labrador, eastern Canada. The Adeline property is comprised
of ten contiguous mineral licenses totalling 29,725 ha (297.25
km2), covering the full extent of the Seal Lake basin,
approximately 40km long by 10 km wide geological structure which
contains some 250 copper prospects. The project is close to the
regional service hub of Goose Bay. The province is well-served by
infrastructure and is considered low risk for the mining industry
with good ESG credentials.
The Seal Lake basin has seen extensive regional exploration over
the years resulting in a rich exploration database. Trenching and
channel sampling has established the presence of laterally
continuous high-grade copper beds. However there has been
relatively little drill testing, largely due to the lack of road
access. Where sulphide mineralization becomes massive the grades
are extremely high, commonly 10-30% Cu due to the high tenor of
chalcocite-bornite.
An initial field season is already being planned to investigate
prospects and more specific field-based targeting methods based
upon a re-evaluation and re-modelling of the regional exploration
datasets with the latest visualization software tools and with
expert consultants who have decades of experience in this belt.
This is expected to generate a significant pipeline of quality
drill targets to test for significant extents of high-grade
copper-silver mineralized grey beds.
In Cyprus the Company holds the largest mineral exploration
licence area of any operator on the island. Cyprus is regarded as a
high-quality exploration location. It is a member of the EU, and
its legal system is based on English common law. An opportunity
exists because there has been minimal exploration activity on the
island in the last 46 years since the invasion by Turkey in 1974
put a halt to what had been a very active mining industry.
The current focus of exploration is in the Troodos West group of
licences belonging to the Company, with around 30 defined targets
in an area measuring 10km by 10km. The objective is to discover
several VMS (volcanogenic massive sulphide) deposits in close
proximity to each other to create a mining project with a
centralised processing unit.
While copper is the main exploration target, it is noteworthy
that gold was not historically exploited in Cyprus . Gold has been
encountered in several locations in the exploration target area and
is an important part of the exploration objective.
In December 2020, Polymetal International, the FTSE100 mining
group, made a 23% investment in Chesterfield Resources via a
placing of new shares, as strategic backing for the Company's
project in Cyprus.
The Company announced high grade polymetallic results from its
late season 2020 drilling campaign and is now engaged in an
enlarged integrated 2021 geophysics, percussion and diamond
drilling exploration campaign. The Company will commence its
diamond drill programme this week.
Chesterfield Resources is committed to world-class environmental
standards in all of its operations to mine copper, which is
essential to developing clean technology projects worldwide. The
Company hopes to develop
industry and opportunities for the benefit of Canada and the Republic of Cyprus.
Chesterfield Resources has embarked on a strategy of acquisition
to take advantage of the mega-trend of electrification and copper
demand. Further acquisitions are expected to significantly enlarge
its exploration footprint.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
**S**
For further information, please visit
www.chesterfieldresourcesplc.com or contact:
Chesterfield Resources plc:
Martin French, Executive Chairman Tel: +44(0) 7901 552277
Panmure Gordon (UK) Limited Tel: +44 (0)207 886 2500
(Joint Broker):
John Prior & Hugh Rich
Fox-Davies Capital Limited
(Joint Broker): Tel: +44 ( 0)20 3884 8450
Daniel Fox-Davies
IMPORTANT NOTICES
No action has been taken by the Company, Panmure Gordon, or any
of their respective affiliates, that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction
or the possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this announcement comes shall inform
themselves about, and observe, such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE
PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker and sole bookrunner to the
Company in relation to the Placing and is not acting for any other
persons in relation to the Placing and Admission. Panmure Gordon is
acting exclusively for the Company and for no one else in relation
to the matters described in this Announcement and is not advising
any other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Panmure Gordon, or for providing advice in relation to
the contents of this Announcement or any matter referred to in
it.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Panmure Gordon or the Company or any of
their respective affiliates or any of their respective directors,
officers, employees, advisers or representatives (collectively,
"Representatives") 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 therefor is
expressly disclaimed.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
This announcement may contain "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the financial
position of the Company and its subsidiaries (the "Group"), its
business strategy, plans and objectives of management for future
operations, or any statements preceded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would, "could" or similar
expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important
factors beyond the Group's control that could cause the actual
results, performance or achievements of the Group to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and
the environment in which the Group will operate in the future.
These forward-looking statements speak only as at the date of this
Announcement.
None of the Group, Panmure Gordon, or their respective
directors, officers, employees, agents, affiliates and advisers, or
any other party undertakes or is under any duty to update this
announcement or to correct any inaccuracies in any such information
which may become apparent or to provide you with any additional
information, other than any requirements that the Group may have
under applicable law. To the fullest extent permissible by law,
such persons disclaim all and any responsibility or liability,
whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ("PLACEES")
REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS OR, IN OR INTO THE UNITED STATES, THE RESTRICTED
JURISDICTION OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA
("EEA") OR THE UK, OTHER THAN TO QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129
("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE
LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION"), WHICH INCLUDES
LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (B) PERSONS IN
THE UNIKTED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED
INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL PROMOTION ORDER,
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL
PROMOTION ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED AND (III) ARE A "PROFESSIONAL CLIENT" OR AN
"ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE
FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM
IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING
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. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, 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 SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES.
Placees will be deemed to have read and understood this
announcement and these terms and conditions in their entirety and
to be making such offer on the terms and conditions and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix. In particular, each such
Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, (i) the Placing Shares acquired by it
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 EEA or the UK other than EU Qualified Investors under
Article 2(e) the EU Prospectus Regulation, or UK Qualified
Investors or in circumstances in which the prior consent of Panmure
Gordon 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 other than EU Qualified Investors or UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons; and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the Placing Shares for
the account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements. Panmure Gordon does not make any representation to any
Placee regarding an investment in the Placing Shares referred to in
this announcement (including this Appendix).
This announcement (including this Appendix) does not constitute
an offer, and may not be used in connection with an offer, to sell
or issue or the solicitation of an offer to buy or subscribe for
Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This announcement (including
this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, the Restricted Jurisdiction or in any
jurisdiction in which such publication or distribution is unlawful.
Persons who come into possession of this announcement are required
by the Company to inform themselves about and to observe any
restrictions of transfer of this announcement. No public offer of
securities of the Company under the Placing is being made in the
United Kingdom, the United States or any Restricted
Jurisdiction.
In particular, the Placing Shares referred to in this
announcement have not been and will not be registered under the
Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons, 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 in the United States, and under circumstances that
would not result in the Company being in violation of the U.S.
Investment Company Act. The Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons in accordance with Regulation S
under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Restricted Jurisdiction. 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 Restricted
Jurisdiction or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
DETAILS OF THE PLACING
Panmure Gordon has entered into the Placing Agreement with the
Company under which Panmure Gordon has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the
Company to Panmure Gordon as to matters relating to the Company and
its business and a customary indemnity given by the Company to
Panmure Gordon in respect of liabilities arising out of, or in
connection with, the Placing.
Panmure Gordon (after consultation with the Company) reserves
the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of applications in excess of
the target amount under the Placing. The Company and Panmure Gordon
also reserve the right not to accept offers to subscribe for
Placing Shares or to accept such offer in part rather than in
whole. Panmure Gordon shall be entitled to effect the Placing by
such method as it shall in its sole discretion determine. To the
fullest extent permissible by law, neither Panmure Gordon nor any
holding company of Panmure Gordon nor any subsidiary branch or
affiliate of Panmure Gordon (each an affiliate) nor any person
acting on behalf of any of the foregoing shall have any liability
to the Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither Panmure Gordon, nor
any affiliate thereof nor any person acting on their behalf shall
have any liability to Placees in respect of their conduct of the
Placing.
Each Placee's obligations will be owed to the Company and to
Panmure Gordon. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Panmure Gordon, to pay
to Panmure Gordon (or as Panmure Gordon may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares which such Placees has agreed to
acquire.
Each Placee agrees to indemnify on demand and hold each of
Panmure Gordon and the Company, and their respective affiliates
harmless from any all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the acknowledgments, undertakings,
representations, warranties and agreements set forth in these terms
and conditions and any contract note.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to
subscribe for those Placing Shares allocated to it by Panmure
Gordon at the Placing Price, conditional on: (i) admission of the
Placing Shares to listing on the standard listing segment of the
Official List of the FCA and trading on the main market for listed
securities of the London Stock Exchange becoming effective by 8.00
a.m. on 12 July 2021 (or, such later time and/or date, not being
later than 8.00 a.m. on 31 July 2021, as the Company and Panmure
Gordon may agree) ("Admission"); (ii) the Placing Agreement
becoming otherwise unconditional in all relevant respects and not
having been terminated in accordance with its terms on or before
the date of Admission; and (iii) Panmure Gordon confirming to the
Placees their allocation of Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
APPLICATION FOR ADMISSION TO TRADING
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the standard
listing segment of the Official List of the FCA (the "Official
List") and to the London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on its
main market for listed securities. It is expected that settlement
of the Placing Shares and Admission will become effective on or
around 8.00 a.m. on 12 July 2021 and that dealings in the Placing
Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation
to pay the Placing Price in cleared funds for the number of Placing
Shares duly allocated to the Placee under the Placing in the manner
and by the time directed by Panmure Gordon. If any Placee fails to
pay as so directed and/or by the time directed, the relevant
Placee's application for Placing Shares shall at Panmure Gordons'
discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply
to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Panmure Gordon (whether through itself or any of its affiliates)
is arranging the Placing as placing agent of the Company for the
purpose of using reasonable endeavours to procure Placees at the
Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Panmure
Gordon. Panmure Gordon and its affiliates may participate in the
Placing as principal.
By participating in the Placing, Placees will be deemed to have
read and understood this announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
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 number of Placing Shares to be issued, and the extent of
each Placee's participation in the Placing (which will not
necessarily be the same for each Placee), will be agreed by Panmure
Gordon, (following consultation with the Company) following
completion of the bookbuilding process in respect of the Placing
(the "Bookbuild"). No element of the Placing will be underwritten.
The aggregate number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Panmure Gordon
as agent of the Company. Each Placee's allocation will be confirmed
to Placees orally or by email by Panmure Gordon, and a form of
confirmation will be dispatched as soon as possible thereafter. The
oral or email confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of Panmure Gordon and the
Company, under which it agrees to acquire the number of Placing
Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
articles of incorporation of the Company.
Except as required by law or regulation, no press release or
other announcement will be made by Panmure Gordon or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
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 on
the basis explained below under the paragraph entitled
"Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company,
Panmure Gordon or any of its respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise under these terms and conditions).
In particular, none of the Company, Panmure Gordon or any of its
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Panmure Gordons's conduct of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
issue of the Placing Shares to the Placees and Panmure Gordon shall
have no liability to the Placees for the failure of the Company to
fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Panmure Gordon's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
2. Admission taking place not later than 8.00 a.m. on 12 July
2021 (or such later date and/or time, not being later than 8.00
a.m. on 31 July 2021, as may be agreed in writing between the
Company and Panmure Gordon); and
3. the Company having complied with its obligations under the Placing Agreement.
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Panmure Gordon by the respective time or date where specified (or
such later time or date as the Company and Panmure Gordon may agree
not being later than 8.00 am on 31 July 2021 ("Final Date")); or
(b) the Placing Agreement is terminated as described below, the
Placing in relation to the Placing Shares will lapse and the
Placee's 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.
Subject to certain exceptions, Panmure Gordon may, at its
absolute discretion and upon such terms as it thinks fit, waive, or
extend the period (up to the Final Date) for, 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.
Any such extension or waiver will not affect Placees' commitments
as set out in this announcement.
Neither Panmure Gordon nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Panmure Gordon.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Panmure Gordon is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. the Company has failed to comply with any of its obligations
under the Placing Agreement which is material in the context of the
Placing and/or Admission; or
2. any of the warranties given by the Company to Panmure Gordon
under the Placing Agreement not being true or accurate or being
misleading when given or deemed given or repeated or deemed
repeated (by reference to the facts and circumstances in each case
then existing) in a respect which is material in the context of the
Placing and/or Admission; or
3. if, amongst other things, there is a material adverse change
in the condition, earnings, business, operations or prospects of
the Group or if there is a material adverse change in the
financial, political, economic or stock market conditions, which in
the Panmure Gordon's reasonable opinion (acting in good faith)
makes it impractical or inadvisable to proceed with the
Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Panmure Gordon of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Panmure Gordon, the
Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended).
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00BF2F1X78) following Admission will take place within CREST
provided that, subject to certain exceptions, Panmure Gordon
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that they deem necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a form of confirmation stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Panmure Gordon (as agent for the Company) and
settlement instructions (including the trade date which will be 1
July 2021). Each Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
either the CREST or certificated settlement instructions that it
has in place with Panmure Gordon. Each Placee will also be sent a
trade confirmation on the trade date (referred to above) confirming
the details of the trade (being the acquisition of the relevant
number of Placing Shares).
Settlement of transactions in the Placing Shares (ISIN:
GB00BF2F1X78) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST of
the Placing Shares is expected to take place on 12 July 2021 unless
otherwise notified by Panmure Gordon and Admission is expected to
occur no later than 8.00 a.m. on 12 July 2021 unless otherwise
notified by Panmure Gordon.
Admission and settlement may occur at an earlier date.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Panmure Gordon may agree that the Placing
Shares should be issued in certificated form. Panmure Gordon
reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above Libor as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. Any excess proceeds will
pass to the relevant Placee at its risk. The relevant Placee will,
however, remain liable and shall indemnify Panmure Gordon 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 Panmure Gordon all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Panmure Gordon lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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. 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 Panmure
Gordon, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood this
announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to, and based upon, all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this announcement (including this Appendix);
2. acknowledges that the Placing Shares are listed on the
standard segment of the Official List of the FCA and the Company is
therefore required to publish Exchange Information and that the
Placee is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
3. acknowledges that the content of this announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that neither Panmure Gordon, its affiliates or any person
acting on their behalf has or shall have any liability for any
information, representation or statement contained in this
announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Panmure
Gordon or the Company or any of their respective directors,
officers or employees or any person acting on behalf of any of them
(including with respect to the Company, the Placing, the Placing
Shares or the accuracy, completeness or adequacy of any publicly
available information), or, if received, it has not relied upon any
such information, representations, warranties or statements, and
neither Panmure Gordon nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company and the terms of the Placing in deciding to
participate in the Placing and it will not rely on any
investigation that Panmure Gordon, its affiliates or any other
person acting on their behalf has or may have conducted;
4. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
5. acknowledges that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Panmure Gordon is not acting for it or its
clients and that Panmure Gordon will not be responsible for
providing protections to it or its clients;
6. acknowledges that neither Panmure Gordon, any of its
affiliates or any person acting on behalf of them has or shall have
any liability for any publicly available or filed information
(including any Exchange Information) or any representation relating
to the Company, provided that nothing in this paragraph excludes
the liability of any person for fraudulent misrepresentation made
by that person;
7. that, save in the event of fraud on the part of Panmure
Gordon (and to the extent permitted by the FCA), neither Panmure
Gordon, its respective ultimate holding companies nor any direct or
indirect subsidiary undertakings of such holding companies, nor any
of their respective directors and employees shall be liable to
Placees for any matter arising out of Panmure Gordon's role as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law,
Placees will immediately waive any claim against any of such
persons which it may have in respect thereof;
8. represents and warrants that a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting
for the account or benefit of a U.S. Person or b) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
9. acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons pursuant to Regulation S under the
Securities Act, and the Placing Shares have not been and will not
be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons, 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 in the United States;
10. unless otherwise specifically agreed in writing with Panmure
Gordon, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Restricted
Jurisdiction;
11. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;
12. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
13. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of the law of England
and Wales by virtue of the European Union (Withdrawal) Act 2018
("EUWA"), Criminal Justice Act 1993 and Part VIII of the Financial
Services and Markets Act 2000, as amended ("FSMA") and other
applicable law; (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, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) 2017
Regulations, and any other applicable law (where all such
legislation listed under this (ii) shall together be referred to as
the "AML Legislation"); and (iii) it is not a person: (1) 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; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (3) subject to financial sanctions imposed
pursuant to a regulation of the EU 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 pursuant to AML
Legislation 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
Panmure Gordon or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in
relation to the beneficial ownership of any underlying investor)
which Panmure Gordon or the Company 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 or any
other information as may be required to comply with legal or
regulatory requirements (including in particular under the AML
Legislation)) in the form and manner requested by Panmure Gordon or
the Company on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be purchased by it or
at its direction pursuant to the Placing being reduced to such
number, or to nil, as Panmure Gordon may decide at its sole
discretion;
14. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA or the UK other than EU Qualified Investors
or UK Qualified Investors respectively, or in circumstances in
which the prior consent of Panmure Gordon has been given to the
offer or resale;
15. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or
the UK prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any Member State of the EEA or the UK within the meaning of the EU
Prospectus Regulation or UK Prospectus Regulation respectively;
16. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
17. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
18. if in the United Kingdom, represents and warrants that it is
a UK Qualified Investor who: (i) falls with Articles 49(2)(A) to
(D) or 19(5) of the Order or (ii) it is a person to whom the
Placing Shares may otherwise be lawfully offered under such Order
or, if it is receiving the offer in circumstances under which the
laws or regulations of a jurisdiction other than the United Kingdom
would apply, it is a person to whom the Placing Shares may be
lawfully offered under that other jurisdiction's laws and
regulations; and (iii) is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook;
19. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement (including this Appendix)) and will honour such
obligations;
20. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Panmure Gordon;
21. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Panmure Gordon may in its sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify Panmure Gordon on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax or security transfer tax (together with
any interest or penalties due pursuant to or referred to in these
terms and conditions) which may arise upon the placing or sale of
such Placee's Placing Shares on its behalf;
22. acknowledges that neither Panmure Gordon, nor any of its
affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Panmure Gordon and that Panmure Gordon does not have
any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
23. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither Panmure Gordon nor
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Panmure Gordon in respect of the same on
the basis that the Placing Shares will be issued to the CREST stock
account of Panmure Gordon who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
24. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Panmure Gordon in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
25. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
26. agrees that the Company, Panmure Gordon and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Panmure Gordon on its own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
27. agrees to indemnify on an after-tax basis and hold the
Company, Panmure Gordon and its respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
28. acknowledges that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
29. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
30. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue, notwithstanding
any amendment that may in the future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
31. acknowledges that Panmure Gordon or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
32. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
33. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Panmure Gordon
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Panmure Gordon 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, 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 Panmure
Gordon in the event that any of the Company and/or Panmure Gordon
has incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and notify Panmure Gordon accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Panmure Gordon does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Panmure Gordon or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Panmure
Gordon's money in accordance with the client money rules and will
be used by Panmure Gordon in the course of its own business and the
Placee will rank only as a general creditor of Panmure Gordon.
All times and dates in this announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this announcement (including this
Appendix) being achieved. Panmure Gordon shall notify the Placees
and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Panmure Gordon is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
MISCELLANEOUS
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, each as they form
part of the law of England and Wales by virtue of EUWA (together,
the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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 "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Panmure Gordon will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The content of this announcement has been prepared by, and is
the sole responsibility of, Chesterfield Resources plc.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this announcement.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting as broker to the
Company in connection with the Placing and to no-one else and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Placing or Admission or any other matter
referred to in this Announcement.
Neither Panmure Gordon or any of its directors, officers,
employees, advisers, affiliates or agents, accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. Panmure
Gordon and its directors, officers, employees, advisers, affiliates
or agents, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website:
https://www.chesterfieldresourcesplc.com.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
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
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBUGDRIUGDGBB
(END) Dow Jones Newswires
July 01, 2021 12:02 ET (16:02 GMT)
Chesterfield Resources (LSE:CHF)
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Chesterfield Resources (LSE:CHF)
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