TIDMENQ
RNS Number : 6106D
EnQuest PLC
30 June 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
BE CONSTRUED AS AN OFFER, INVITATION OR RECOMMATION TO PURCHASE,
SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN
INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL
OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION
THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
COMBINED CIRCULAR AND PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN
DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE AVAILABLE.
SUBJECT TO CERTAIN EXCEPTIONS, ON THE COMPANY'S WEBSITE,
WWW.ENQUEST.COM .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
30 June 2021
EnQuest PLC
Proposed Firm Placing and Placing and Open Offer
Overview
Further to the announcement on 4 February 2021 regarding the
proposed acquisition of a 26.69% non-operated equity interest in
the Golden Eagle Area Development, comprising the producing Golden
Eagle, Peregrine and Solitaire fields (the "Acquisition"), EnQuest
PLC ("EnQuest", or the "Company") today announces a proposed
issuance of equity, by way of a firm placing, placing and open
offer (the "Capital Raising") to part finance the Acquisition.
In line with the announcement on 4 February 2021, the Company
intends to raise gross proceeds of up to approximately GBP36.1
million (approximately $50 million), through the issuance of, in
aggregate, up to 190,122,384 ordinary shares in the capital of the
Company (the "New Ordinary Shares"), at an issue price of 19 pence
per New Ordinary Share ( the "Issue Price").
Highlights of the Acquisition
-- Proposed acquisition of a 26.69% non-operated equity interest
in the Golden Eagle Area Development (the "Golden Eagle Asset") for
an initial consideration of $325 million from Suncor Energy UK
Limited ("Suncor")
-- Adds immediate incremental production of c.10kboepd,
c.19mmboe to net 2P reserves and c.4mmboe to net 2C resources
(1)
o The current four-well infill drilling programme commenced in
2020, with all four wells safely completed and online
-- Provides significant value enhancement in excess of c.$170
million NPV at oil prices of approximately $51/bbl, $54/bbl,
$57/bbl, $60/bbl for 2021, 2022, 2023 and 2024+ respectively,
primarily associated with the accelerated partial use of EnQuest's
substantial UK tax assets(1)
-- The Board believes that the Enlarged Group will benefit from
the Golden Eagle Asset's low cost structure, with life of field
operating and capital expenditure anticipated to be approximately
c.$20/Boe (2)
-- Significant remaining development potential, with anticipated
field life extending into the early 2030s(2)
-- Materially lower CO(2) e intensity ratio than UK North Sea industry average
(1) Based on the competent person's report relating to the
Golden Eagle Area Development prepared by GaffneyCline for the
purposes of the Acquisition and to be set out in the Prospectus
(2) EnQuest estimates
Highlights of the Capital Raising
-- The Company proposes to raise aggregate gross proceeds of up
to approximately GBP36.1 million ($50 million) through the issuance
of, in aggregate, 190,122,384 New Ordinary Shares, at the Issue
Price comprising:
-- 94,852,612 New Ordinary Shares through the Firm Placing,
raising gross proceeds of approximately GBP18.0 million ($24.9
million) at the Issue Price. The Firm Placed Shares are not subject
to clawback and are not part of the Placing and Open Offer; and
-- Up to 95,269,772 New Ordinary Shares through the Open Offer,
raising gross proceeds of approximately GBP18.1 million ($25.1
million) at the Issue Price
-- Under the Open Offer, Qualifying Shareholders will have an
entitlement of 5 New Ordinary Shares for every 89 Existing Ordinary
Shares held
-- The Firm Placing and Placing are being conducted by way of an
accelerated bookbuild process (the "Bookbuild"), which will be
launched immediately following this announcement and is subject to
the terms and conditions set out in Appendix II to this
announcement (which forms part of this announcement)
-- The Issue Price represents an 8.7% discount to the closing
price of 20.8 pence on 29 June 2021
-- The Capital Raising is conditional upon, amongst other
things, shareholder approval of the Acquisition and the
participation by Double A Limited, a company beneficially owned by
the extended family of Amjad Bseisu, in the Capital Raising
-- Shareholders who do not acquire New Ordinary Shares in the
Open Offer will experience dilution in their ownership of
approximately 10.1 per cent. and Shareholders who take up their
Open Offer Entitlement in full will experience a dilution of
approximately 5.0 percent. as a result of the Firm Placing
Irrevocable Undertakings
-- Double A Limited has irrevocably committed to participate in
the Capital Raising in order to at least maintain the current
shareholding level of the Bseisu consolidated interests in the
Company. To this effect, Double A Limited has irrevocably committed
to:
o immediately on demand following this announcement subscribe
for at least 10,185,677 Firm Placing Shares pursuant to the Firm
Placing and at least 10,230,474 Open Offer Shares (subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the Open Offer) pursuant to the Placing; and
o subscribe for such number of additional New Ordinary Shares in
the Firm Placing and Placing that, when added together with any New
Ordinary Shares subscribed for by Amjad Bseisu and The Amjad and
Suha Bseisu Foundation in the Capital Raising, is equivalent to the
aggregate pro rata share of New Ordinary Shares of the Bseisu
consolidated interests,
in each case, on the terms and conditions set out in Appendix II
to this announcement
-- Double A Limited's participation in the Capital Raising is a
related party transaction and will require independent shareholder
approval
-- The Trustees have irrevocably undertaken to take up in full
entitlements under the Open Offer in respect of the Unallocated
Shares held in the EnQuest EBT, subject to and to the extent that
the Company and/or another member of the Group provides the
Trustees with sufficient funds to do so.
Alternative Financing
-- Double A Limited and Signal Alpha C1d S.a.r.l. have entered
into a second lien loan instrument with the Company on 10 June 2021
to provide a loan of up to $50 million (the "Second Lien
Financing") to provide additional funding should the Capital
Raising not raise proceeds of $50 million
-- The participation by Double A Limited in the Second Lien
Financing constitutes a related party transaction and will require
independent shareholder approval
-- The Company will draw upon the Second Lien Financing to the
extent the Capital Raising is less than $50 million
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove") is acting as sole global coordinator, bookrunner and
sponsor to EnQuest in connection with the Capital Raising, as
financial adviser and sponsor to EnQuest in connection with the
Acquisition, and as sponsor to EnQuest in connection with the
Related Party Transactions.
Background to and reasons for the Capital Raising
The Directors believe the Acquisition provides the EnQuest Group
with the opportunity to gain a material interest in a high-quality,
low-cost, mid-life asset that will materially enhance the EnQuest
Group's production and cash generating capability and accelerate
the partial use of the EnQuest Group's significant UK tax assets.
The Acquisition aligns with the EnQuest Group's strategy of
completing disciplined and opportunistic acquisitions. The
Directors believe that the Acquisition will add immediate material
production, reserves and cash flow to the EnQuest Group. The
Acquisition is expected to diversify the EnQuest Group's existing
production base and lower its average unit operating cost without
requiring significant changes to the organisation to manage the
Golden Eagle Asset. A four-well infill drilling programme has
concluded in the Golden Eagle Area Development with all four wells
onstream. There are also a number of unsanctioned activities at the
Golden Eagle Area Development, including further sub-sea and
platform infill drilling, topsides water debottlenecking and an
active well intervention programme as well as third-party
near-field tie-back opportunities.
Acquisition details
EnQuest signed an agreement on 4 February 2021 to purchase
Suncor's entire 26.69%, non-operated equity interest in the Golden
Eagle Area Development. The intention is for the Golden Eagle
Assets to be transferred into a shell legal entity, North Sea
(Golden Eagle) Resources Limited, and that EnQuest will purchase
that entity.
The initial consideration is $325 million (which is subject to
working capital and other adjustments), with additional contingent
consideration of up to $50 million. The contingent consideration is
payable in the second half of 2023, if between 1 July 2021 and 30
June 2023 (inclusive) the Dated Brent average crude price equals or
exceeds $55/bbl, upon which $25 million is payable, or if the Dated
Brent average crude price equals or exceeds $65/bbl, upon which $50
million is payable. A deposit of c.$3 million (being part of the
initial consideration) has been provided by EnQuest which will be
forfeited in most circumstances if the Acquisition does not
complete.
EnQuest plans to finance the Acquisition through a combination
of a new secured debt facility, existing cash balances, interim
period post-tax cash flows between the economic effective date of 1
January 2021 and completion, and the proceeds raised from the
Capital Raising.
EnQuest has entered into a new up to $750 million senior secured
revolving borrowing base facility agreement (the "RBL") for the
purposes of repaying a large portion of the EnQuest Group's
outstanding debt (including the SFA, the BP Vendor Loan and the
Sculptor Facility (each as defined in Appendix I) out of the
proceeds of drawdowns under the RBL. The RBL is also to be used to
provide debt financing for the Acquisition.
Completion of the Acquisition is subject to the satisfaction or
waiver of various conditions precedent, including putting in place
the funding arrangements, approval from EnQuest's shareholders by
ordinary resolutions, the approvals of joint venture partners in
the Golden Eagle area and receipt of other customary regulatory and
third party consents.
Since the Acquisition constitutes a reverse takeover for the
purposes of the Listing Rules, EnQuest will need to seek
shareholder approval of the Acquisition and, upon Completion,
re-admission of its ordinary shares to the premium listing segment
of the Official List maintained by the FCA and to trading on the
London Stock Exchange's main market for listed securities.
Publication of Prospectus
A combined circular and prospectus setting out the full details
of the Capital Raising, Acquisition and related party transactions
and a notice of general meeting (the "Prospectus") is expected to
be published later today and will, following publication, be made
available, subject to certain exceptions, on the Company's website,
www.enquest.com.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in Appendix I.
EnQuest PLC Tel: +44 (0)20 7925 4900
Amjad Bseisu (Chief Executive)
Jonathan Swinney (Chief Financial Officer)
Ian Wood (Head of Communications & Investor Relations)
Jonathan Edwards (Senior Investor Relations & Communications
Manager)
J.P. Morgan Cazenove Tel: +44 (0)20 7742 4000
Jamie Riddell
Barry Meyers
Fraser Jamieson
Tulchan Communications Tel: +44 (0)20 7353 4200
Martin Robinson
Martin Pengelley
Harry Cameron
Indicative abridged timetable
Record Date for entitlements under 6.00 p.m. on 28 June 2021
the Open Offer
Announcement of the results of the 30 June 2021
Firm Placing and Placing
Latest time and date for receipt of 11.00 a.m. on 22 July
completed Application Forms and payment 2021
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
General Meeting 9.30 a.m. on 23 July 2021
Announcement of the results of the 23 July 2021
General Meeting and Capital Raising
Admission and commencement of dealings 8.00 a.m. on 26 July 2021
in respect of New Ordinary Shares
Expected date of completion of the September 2021
Acquisition and Re-admission
ENQUEST
EnQuest is providing creative solutions through the energy
transition. As an independent production and development company
with operations in the UK North Sea and Malaysia, the EnQuest
Group's strategic vision is to be the operator of choice for
maturing and underdeveloped hydrocarbon assets by focusing on
operational excellence, differential capability, value enhancement
and financial discipline.
EnQuest PLC trades on both the London Stock Exchange and the
NASDAQ OMX Stockholm.
Forward-looking statements: This announcement may contain
certain forward-looking statements with respect to EnQuest's
expectations and plans, strategy, management's objectives, future
performance, production, reserves, costs, revenues and other trend
information. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon
circumstances that may occur in the future. There are a number of
factors which could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements and forecasts. The statements have been made with
reference to forecast price changes, economic conditions and the
current regulatory environment. Nothing in this announcement should
be construed as a profit forecast. Past share performance cannot be
relied upon as a guide to future performance.
Undue reliance should not be placed on these forward-looking
statements. These forward-looking statements are made as at the
date of this announcement and are not intended to give any
assurance as to future results. EnQuest and J.P. Morgan Cazenove
and each of their respective affiliates, directors, officers,
employees, agents and advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made in this announcement, except where required to do
so under applicable law.
IMPORTANT INFORMATION
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. This announcement is not a prospectus or
prospectus equivalent but an advertisement and investors should not
subscribe for, or otherwise purchase, acquire, sell or dispose of
any of the securities referred to in this announcement except on
the basis of the information contained in the Prospectus to be
published by the Company in connection with the Capital Raising in
due course.
No reliance may or should be placed by any person for any
purpose whatsoever on the information contained in this
announcement or on its accuracy or completeness. The information in
this announcement is subject to change. Neither this announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus to be published by the
Company in connection with the Capital Raising.
Copies of the Prospectus, when published, will be available on
the Company's website, provided that the Prospectus will not,
subject to certain exceptions, be available to certain Shareholders
in certain restricted or excluded territories. The Prospectus will
give further details of the Capital Raising.
This announcement is for information purposes only and is not
intended and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities of the Company in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for the New Ordinary
Shares will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this
announcement is not for release, publication or distribution to
persons in the United States or any Excluded Territory, and should
not be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States or any Excluded Territory. No public offering of securities
is being made in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States. There is no intention to register any portion of
any offering in the United States or to conduct a public offering
of securities in the United States.
The distribution of this announcement in and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, J.P Morgan Cazenove
or any of their respective affiliates that would permit an offer of
the New Ordinary Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to the New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Company and J.P. Morgan
Cazenove to inform themselves about and to observe any such
restrictions. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) is authorised by the
Prudential Regulation Authority (the " PRA ") and regulated in the
United Kingdom by the Financial Conduct Authority and the PRA. J.P.
Morgan Cazenove is acting exclusively for the Company and no one
else in connection with the Transaction or any other matter
referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded its clients nor for providing advice in relation to the
Transaction or any other matter referred to in this
announcement.
Save for the responsibilities and liabilities, if any, which may
be imposed on J.P. Morgan Cazenove by FSMA or by the regulatory
regime established under FSMA, neither J.P. Morgan Cazenove nor any
of its affiliates, directors, officers, employees, agents or
advisers accepts any duty, liability or responsibility whatsoever
(whether direct or indirect) to any person for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement, including its accuracy, completeness,
sufficiency or verification, or for any other statement made or
purported to be made by or on its behalf in connection with the
Company, the New Ordinary Shares or the Capital Raising and nothing
in this announcement will be relied upon as a promise or
representation in this respect, whether or not as to the past,
present or future. J.P. Morgan Cazenove and each of its affiliates,
directors, officers, employees, agents or advisers accordingly
disclaim, to the fullest extent permitted by law, all and any duty,
liability and responsibility whatsoever, whether direct or
indirect, whether arising in tort, contract, under statute or
otherwise (save as referred to above) in respect of this
announcement or any such statement or otherwise.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raising. Any decision to participate in the Capital Raising must be
made solely on the basis of the Prospectus published by the
Company. Past performance is no guide to future performance. The
contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Capital Raising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, J.P. Morgan Cazenove 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Appendix I
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Acquisition the proposed acquisition by the Company and/or
its subsidiaries of Golden Eagle pursuant
to the Call Option Deed;
Admission admission of the New Ordinary Shares to the
premium listing segment of the Official List
and to trading on the London Stock Exchange's
main market for listed securities;
affiliate has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or Rule 405 under
the Securities Act, as applicable and, in
the case of the Company, includes its subsidiary
undertakings;
Application Form the personalised application form on which
Qualifying Non-CREST Shareholders may apply
for Open Offer Shares under the Open Offer;
Asset Transfer the sale and purchase agreement entered into
SPA by Suncor and Golden Eagle on 9 March 2021
in relation to the transfer of the Golden
Eagle assets the subject of the Acquisition
and related interests;
Bookbuild the bookbuilding process to be commenced by
the Global Coordinator to use reasonable endeavours
to procure Placees for the Placing Shares,
as described in this announcement and subject
to the terms and conditions set out in this
announcement and the Sponsor and Placing Agreement;
BP Vendor Loan the loan from BP Exploration Company Limited
to EnQuest Heather made pursuant to an agreement
between them dated 1 December 2018 in relation
to the Magnus Transaction;
Bseisu consolidated Amjad Bseisu, Double A Limited, a discretionary
interests trust in which the extended family of Amjad
Bseisu has a beneficial interest, and The
Amjad & Suha Bseisu Foundation;
Business Day any day (excluding Saturdays, Sundays and
public holidays in England and Wales) on which
banks are generally open for business in London;
Call Option Deed means the call option deed dated 3 February
2021 between EnQuest Heather Limited and Suncor
granting put and call options over the entire
issued share capital of Golden Eagle;
Capital Raising the Firm Placing, the Placing and the Open
Offer;
Certificated in relation to a share or other security,
or in certificated a share or other security title to which is
form recorded in the relevant register of the share
or other security concerned as being held
in certificated form (that is, not in CREST);
Committed Shares the Open Offer Shares which Double A Limited
and the Trustees have irrevocably undertaken
to apply for under the Open Offer pursuant
to their respective irrevocable undertakings;
Company EnQuest PLC;
Conditional Placee any person who agrees to conditional subscribe
for Open Offer Shares (subject to clawback
to satisfy Open Offer Entitlements taken up
by Qualifying Shareholders) pursuant to the
Placing;
CREST the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755))
in respect of which Euroclear is the Operator
(as defined in such Regulations) in accordance
with which securities may be held and transferred
in uncertificated form;
Enlarged Issue the Existing Issued Share Capital together
Share Capital with the New Ordinary Shares to be issued
pursuant to the Capital Raising;
EnQuest EBT the EnQuest PLC Employee Benefit Trust;
EnQuest Group the Company and its subsidiary undertakings;
Equity Placings the Firm Placing and the Placing;
EU Market Abuse Regulation (EU) 596/2014;
Regulation
EU Prospectus Regulation (EU) 2017/1129;
Regulation
Euroclear Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and
Wales;
Excluded Overseas subject to certain exceptions, Swedish Shareholders
Shareholders and Shareholders who are resident or located
in, have a registered address in or may otherwise
be considered domiciled in the United States
or an Excluded Territory;
Excluded Territory Australia, Canada, Japan, the Republic of
South Africa and Sweden and any other jurisdiction
where the extension or availability of the
Capital Raising (and any other transaction
contemplated thereby) would breach applicable
law;
Existing Issue the Ordinary Shares in issue as at 29 June
Share Capital 2021;
Existing Ordinary the Ordinary Shares in issue at the date of
Shares the prospectus;
FCA or Financial the UK Financial Conduct Authority;
Conduct Authority
Firm Placee any person who agrees to conditional subscribe
for Firm Placing Shares pursuant to the Firm
Placing;
Firm Placing the placing of the Firm Placing Shares on
the terms and subject to the conditions contained
in the Sponsor and Placing Agreement;
Firm Placing Shares the 94,852,612 New Ordinary Shares which are
to be issued by the Company pursuant to the
Firm Placing;
Form of Proxy the form of proxy to be sent to Shareholders
for use in connection with the General Meeting;
FSMA the Financial Services and Markets Act 2000
(as amended);
General Meeting the general meeting of the Company proposed
to be held at Ashurst LLP, London Fruit &
Wool Exchange, 1 Duval Square, London E1 6PW
at 9.30 a.m. on 23 July 2021 to approve the
Resolutions, the notice of which will be contained
in the Prospectus;
Global Coordinator J.P. Morgan Securities plc (which conducts
its United Kingdom investment banking activities
under the marketing name J.P. Morgan Cazenove);
Golden Eagle North Sea (Golden Eagle) Resources Ltd;
Golden Eagle Area the area comprising the Golden Eagle, Peregrine
Development and Solitaire fields located in the United
Kingdom Petroleum Production Licence P300
Block14/26a C Rest of Block and the United
Kingdom Petroleum Production Licence P928
Block 20/1 North;
Golden Eagle Asset the subject of the Asset Transfer SPA, being
a 26.69 per cent. non-operated working interest
in the Golden Eagle Area Development;
Irrevocable Undertakings the irrevocable undertakings given by each
of Double A Limited and the Trustees in connection
with their respective participation in the
Capital Raising;
Issue Price the price per Ordinary Share at which the
Placing Shares are placed;
Listing Rules the rules and regulations made by the FCA
under FSMA;
London Stock Exchange London Stock Exchange plc;
Magnus Assets the subject of the Magnus SPA and the Magnus
Call Option Deed, comprising (a) UK Production
Licence P.193 dated 16 March 1972, Blocks
211/7a All (Magnus Field) and 211/12a All
(Magnus South Field); (b) the petroleum receiving,
treatment, storage and tanker loading complex
located at Sullom Voe, Shetland; (c) the Northern
Leg Gas Pipeline; and (d) the Ninian Pipeline
System;
Magnus Option the call option granted by BP Exploration
Operating Company Limited to EnQuest NNS Limited
under the Magnus Call Option Deed pursuant
to which EnQuest NNS Limited had the option
to require BP Exploration Operating Company
Limited to sell to SPV, and for EnQuest NNS
Limited to purchase, the remaining 75 per
cent. of the interests which BP Exploration
Operating Company Limited held in the Magnus
Assets immediately prior to completion of
the Magnus SPA;
Magnus SPA the sale and purchase agreement dated 24 January
2017 between EnQuest NNS Limited and BP Exploration
Operating Company Limited, pursuant to which
EnQuest NNS Limited acquired 25 per cent.
of the interests which BP Exploration Operating
Company Limited held in the Magnus Assets
immediately prior to completion of the Magnus
SPA
Magnus Transaction the exercise of the Magnus Option by EnQuest
NNS Limited and the acquisition of the remaining
75 per cent. of the interests which BP Exploration
Operating Company Limited held in the Magnus
Assets immediately prior to completion of
the Magnus SPA;
Material Adverse has the meaning given to such term in the
Change Sponsor and Placing Agreement;
New Ordinary Shares the New Ordinary Shares proposed to be issued
by the Company pursuant to the Capital Raising;
Notice of General the notice of General Meeting which will form
Meeting part of the Prospectus;
Open Offer the conditional invitation to Qualifying Shareholders
to apply to subscribe for the Open Offer Shares
at the Issue Price on the terms and subject
to the conditions to be set out in the Prospectus
and, in the case of Qualifying Non-CREST Shareholders
only, the Application Form;
Open Offer Entitlements entitlements to subscribe for Open Offer Shares
allocated to a Qualifying Shareholder pursuant
to the Open Offer;
Open Offer Shares the 95,269,772 New Ordinary Shares which are
to be issued by the Company pursuant to the
Open Offer;
Ordinary Share an ordinary share of 5 pence each in the capital
of the Company;
Placee a Firm Placee or a Conditional Placee;
Placing the conditional placing of the Open Offer
Shares, subject to clawback pursuant to the
Open Offer, on the terms and subject to the
conditions contained in the Sponsor and Placing
Agreement;
Placing Shares the Firm Placing Shares and the Open Offer
Shares;
Prospectus the combined circular and prospectus to be
published for the purpose of the Transaction;
Results Announcement the announcement published by the Company
confirming the results of the Equity Placings
on a Regulatory Information Service;
PRA or Prudential the UK Prudential Regulation Authority;
Regulation Authority
Qualifying CREST Qualifying Shareholders whose Ordinary Shares
Shareholders on the register of members of the Company
at the close of business on the Record Date
are in uncertificated form;
Qualifying Non-CREST Qualifying Shareholders whose Ordinary Shares
Shareholders on the register of members of the Company
at the close of business on the Record Date
are in certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares on the
register of members of the Company at 6.00
p.m. on the Record Date with the exclusion
of Excluded Overseas Shareholders;
Re-admission re-admission of the Ordinary Shares (including
the New Ordinary Shares) to the premium listing
segment of the Official List and to trading
on the London Stock Exchange's main market
for listed securities;
Record Date the close of business on 28 June 2021, or
such other record date as is announced by
the Company;
Regulation S Regulation S promulgated under the Securities
Act;
Regulatory Information any of the services set out in Appendix 3
Service of the Listing Rules;
Related Party the proposed entry into the Second Lien Financing
Transactions and participation of Double A Limited in the
Capital Raising;
Relevant Person has the meaning given to it in Appendix II
to this announcement;
Representative has the meaning given to it in Appendix II
to this announcement;
Resolutions the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting;
Restricted Jurisdiction the United States, Australia, Canada, Japan,
the Republic of South Africa or any jurisdiction
in which the release, publication or distribution
of this announcement is unlawful;
Sculptor Facility a $175,000,000 facility arranged by Sculptor
for EnQuest Advance Limited pursuant to a
loan agreement dated 4 September 2018;
Second Lien Financing the second lien loan instrument entered into
between Double A Limited, Signal Alpha C1d
S.a.r.l. and the Company;
Securities Act the U.S. Securities Act of 1933, as amended;
Shareholder any holder of Ordinary Shares registered on
the register of members of the Company;
SFA the senior secured term and revolving credit
facility dated 6 March2012, as amended, restated
or otherwise modified or varied from time
to time including on 17 November 2017, entered
into by, among others, EnQuest, as borrower,
BNP Paribas, as facility agent, and certain
lenders party thereto;
Sponsor and Placing has the meaning given to it in Appendix II
Agreement to this announcement;
subsidiary or each have the meaning given to that term in
subsidiary undertaking the Companies Act 2006;
Suncor Suncor Energy UK Limited;
Swedish Directly holders of Existing Ordinary Shares registered
Registered Shareholders on VP Accounts in their own name;
Swedish Nominee holders of Existing Ordinary Shares registered
Registered Shareholders in the VPC system held with a bank or other
nominee;
Swedish Shareholders Swedish Directly Registered Shareholders and
Swedish Nominee Registered Shareholders;
Transaction the Acquisition, the Capital Raising, Admission,
the Related Party Transactions and Re-admission;
Trustees Apex Financial Services (Trust Company) Limited,
acting in their capacity as trustees of the
EnQuest PLC Employees Benefit Trust;
UK Market Abuse the UK version of the EU Market Abuse Regulation
Regulation which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
UK Prospectus the UK version of the EU Prospectus Regulation
Regulation which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
Unallocated Shares the 39,843,559 unallocated Ordinary Shares
held in the EnQuest EBT at 29 June 2021;
uncertificated in respect of a share or other security, where
or in uncertificated that share or other security is recorded on
form the relevant register of the share or security
concerned as being held in uncertificated
form in CREST and title to which may be transferred
by means of CREST;
United Kingdom the United Kingdom of Great Britain and Northern
or UK Ireland;
United States the United States of America, its territories
or US and possessions, any state of the United States
of America, the District of Columbia and all
other areas subject to its jurisdiction and
any political sub-division thereof;
VP Account an account in the VPC System; and
VPC System the accounts based system for clearing and
settlement of securities maintained by Euroclear
Sweden AB.
Unless otherwise indicated in this announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
APPIX II
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING AND
THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM
PLACING OR THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING
DISTRIBUTED TO: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH
ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EU (WITHDRAWAL ACT) 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS WHO
FALL WITHIN ARTICLE 49(2) OF THE ORDER; OR (C) ANY OTHER PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN EACH CASE,
HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND/OR THE
CONDITIONAL PLACING BY THE GLOBAL COORDINATOR (ALL SUCH PERSONS AT
(A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO
HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS 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. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY INCLUDING, WITHOUT LIMITATION, IN A RESTRICTED
JURISDICTION (AS DEFINED BELOW) OR IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION IS UNLAWFUL.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER
RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES (AS DEFINED BELOW).
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this announcement or in the preliminary
circular and prospectus dated 29 June 2021 prepared by, and
relating to, the Company (the "Preliminary Prospectus") in
connection with, among other things, the offer of New Ordinary
Shares to be issued by the Company in connection with the Capital
Raising. The Preliminary Prospectus has not been approved by the
Financial Conduct Authority (the "FCA") under section 87A of the
Financial Services and Markets Act 2000 (as amended) ("FSMA") or
otherwise.
In connection with the Capital Raising and Admission, the final
approved combined circular and prospectus (the "Prospectus")
prepared by, and relating to, the Company is expected to be dated
on 30 June 2021. The Prospectus will, subject to approval by the
FCA, be published on the Company's website and made available to
you and will be despatched by the Company to its Shareholders
(other than those who have elected or have deemed to have elected
to receive soft copy, e-mail notifications or postal notifications
of the publication of documents). The Prospectus is not expected to
be approved and published prior to Placees entering into a legally
binding commitment in respect of the Firm Placing or the Placing
with the Global Coordinator, as agent of and on behalf of the
Company. As such, any commitments made under the Firm Placing
and/or the Placing will be on the basis of the Preliminary
Prospectus and this announcement.
The Firm Placing will consist of an offer of new ordinary shares
in the Company (the "Firm Placing Shares") by way of a placing with
institutional investors. The Placing will consist of an offer of
new ordinary shares in the Company by way of a placing with
institutional investors subject to clawback by Qualifying
Shareholders pursuant to the Open Offer (the "Open Offer Shares"
and, together with the Firm Placing Shares, the "Placing Shares").
If a person (including individuals, funds or otherwise) indicates
to the Global Coordinator that it wishes to participate in the Firm
Placing and/or Placing by making an oral or written offer to
acquire Firm Placing Shares pursuant to the terms of the Firm
Placing and/or Open Offer Shares pursuant to the terms of the
Placing (each such person, a "Placee"), such person will be deemed:
(i) to have read and understood in their entirety these terms and
conditions in this Appendix and the announcement of which it forms
part and the Preliminary Prospectus; (ii) to be participating and
making such offer on the terms and conditions contained in this
Appendix; and (iii) to be providing the representations,
warranties, indemnities, agreements, undertakings, acknowledgements
and confirmations contained in these terms and conditions in this
Appendix.
In particular, each Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
(b) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), if in a member state of the EEA or the UK, it
understands that: (i) the Placing Shares acquired by and/or
subscribed for by it in the Equity Placings will not be acquired
and/or subscribed for on a non-discretionary basis on behalf of,
nor will they be acquired or subscribed for with a view to their
offer or resale to, persons in a member state of the EEA or the UK
(as applicable) other than Qualified Investors (as such term is
defined in either the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable)), or in circumstances which may give
rise to an offer of securities to the public other than an offer or
resale, in a member state of the EEA or the UK, to Qualified
Investors, or in circumstances in which the prior consent of the
Global Coordinator has been given to each such proposed offer or
resale; or (ii) where the Placing Shares have been acquired or
subscribed for by it on behalf of persons in any member state of
the EEA or the UK other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons;
(c) it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, acquired, resold, transferred
or delivered, directly or indirectly, within, into or in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States;
(d) the Placing Shares are being offered and sold on behalf of
the Company outside the United States in offshore transactions (as
defined in Regulation S) pursuant to Regulation S. There will be no
public offering of the Placing Shares in the United States;
(e) it acknowledges that these terms and conditions do not
constitute an offer to sell or issue or the invitation or
solicitation of an offer to buy or acquire the Placing Shares in,
or to residents of, any Restricted Jurisdiction;
(f) it is acquiring the Firm Placing Shares or the Open Offer
Shares (as applicable) for its own account or is acquiring the Firm
Placing Shares or the Open Offer Shares (as applicable) for an
account with respect to which it exercises sole investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and
agreements contained in this Appendix;
(g) it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
(h) the Company and the Global Coordinator will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements.
These terms and conditions and the information contained herein
are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in, or who are
residents of, any Restricted Jurisdiction, subject to certain
exceptions.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, or any state securities
commission in the United States, or any other regulatory authority
in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Equity Placings or the
accuracy or adequacy of these terms and conditions. Any
representation to the contrary is a criminal offence in the United
States.
The distribution of these terms and conditions and the offer
and/or placing of the Placing Shares in certain other jurisdictions
may be restricted by law. No action has been or will be taken by
the Global Coordinator or the Company that would, or is intended
to, permit an offer of the Placing Shares or possession or
distribution of these terms and conditions or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where any such action for that purpose is required,
save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Global Coordinator and the
Company to inform themselves about and to observe any such
restrictions.
Each Placee's commitments will be made solely on the basis of
the information set out in the terms and conditions in this
Appendix, this announcement and the Preliminary Prospectus. Each
Placee, by participating in the Equity Placings acknowledges and
agrees that it has not relied on any other information,
representation, warranty or statement made by or on behalf of any
of the Global Coordinator or the Company or any of their respective
affiliates and none of the Global Coordinator, the Company or any
person acting on such person's behalf or any of their respective
affiliates has or shall have liability for any Placee's decision to
accept the invitation to participate in the Equity Placings based
on any other information, representation, warranty or statement.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting the invitation to participate in the Equity
Placings.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of the Global
Coordinator or any of its affiliates or any of its or their
respective directors, officers, employees, agents, advisers
(collectively "Representatives"), or any other person, as to the
accuracy, completeness, correctness or fairness of the information
or opinions contained in the Preliminary Prospectus and/or the
Prospectus (when published), this announcement or for any other
statement made or purported to be made by any of them, or on behalf
of them, in connection with the Company or the Transaction and no
such person shall have any responsibility or liability for any such
information or opinions or for any errors or omissions.
Accordingly, save to the extent permitted by law, no liability
whatsoever is accepted by the Global Coordinator, its affiliates or
any of its or their respective Representatives or any other person
for any loss howsoever arising, directly or indirectly, from any
use of this announcement or such information or opinions contained
herein or otherwise arising in connection with the Preliminary
Prospectus and/or the Prospectus (when published).
These terms and conditions do not constitute or form part of,
and should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement or
recommendation to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in this announcement is
intended to be nor may be construed as a profit forecast and nor
should any such statement be interpreted to mean that the Company's
profits or earnings per share for any future period will
necessarily match or exceed historical published profits or
earnings per share of the Company.
Proposed Firm Placing of Firm Placing Shares and Placing of Open
Offer Shares subject to clawback in respect of valid applications
by Qualifying Shareholders pursuant to the Open Offer
Placees are referred to these terms and conditions in this
Appendix, this announcement and the Preliminary Prospectus
containing details of, among other things, the Capital Raising.
These terms and conditions in this Appendix, this announcement, the
Preliminary Prospectus and the Prospectus have been prepared and
issued, or will be issued, by the Company, and each of these
documents is and will be the sole responsibility of the
Company.
The Capital Raising consists of a Placing and Open Offer of
95,269,772 Open Offer Shares and a Firm Placing of 94,852,612 Firm
Placing Shares. Qualifying Shareholders are being given the
opportunity to apply for the Open Offer Shares at the Issue Price
on and subject to the terms and conditions of the Open Offer, pro
rata to their holdings of Existing Ordinary Shares on the Record
Date. Fractional entitlements of Open Offer Shares will be rounded
down to the nearest whole number.
The Global Coordinator has agreed, pursuant to the Sponsor and
Placing Agreement, to use reasonable endeavours to procure
subscribers for the Firm Placing Shares and Conditional Placing
Shares (other than the Committed Shares), as agent for the Company,
at 19 pence per Placing Share (the "Issue Price"). Placees for Open
Offer Shares in the Placing are subject to clawback to satisfy
valid applications by Qualifying Shareholders under the Open Offer.
The Firm Placing Shares are not subject to clawback and do not form
part of the Placing and Open Offer. To the extent that any Placee
(other than Double A Limited) fails to take up any or all of the
Placing Shares which have been allocated to it or which it has
agreed to take up at the Issue Price, the Global Coordinator has
agreed, on the terms and subject to the conditions in the Sponsor
and Placing Agreement, to each take up such Placing Shares at the
Issue Price. For the avoidance of doubt, the Global Coordinator is
not underwriting Open Offer Shares which are not conditionally
placed with Conditional Placees or the New Ordinary Shares to be
subscribed for by Double A Limited in the Placing and Open
Offer.
The Capital Raising is conditional upon, among other things:
(a) the Prospectus being approved by the FCA and being made
available to the public by no later than 6:00 p.m. on 30 June 2021
(or such later time and/or date as the Global Coordinator may
agree);
(b) the passing without (in the good faith opinion of the Global
Coordinator) material amendment of Resolutions 1 and 4 and, except
with the prior written agreement of the Global Coordinator,
Resolution 5 at the General Meeting (and not, except with the prior
written agreement of the Global Coordinator, at any adjournment of
such meeting) on 23 July 2021 (or such later date as the Global
Coordinator may agree) and such Resolutions remaining in force;
(c) the Sponsor and Placing Agreement having become
unconditional in all respects and not having been terminated by the
Global Coordinator in accordance with its terms prior to
Admission;
(d) the Irrevocable Undertakings having been executed and
delivered and not having been amended or revoked prior to
Admission; and
(e) Admission becoming effective by not later than 8.00 a.m. on
26 July 2021 (or such later time and/or date (being not later than
8.00 a.m. on 02 August 2021) as the Global Coordinator may
agree).
The full terms and conditions of the Open Offer will be
contained in the Prospectus to be issued by the Company in
connection with the Transaction. The Prospectus to be issued by the
Company is expected to be approved by the FCA under section 87A of
the FSMA and made available to the public in accordance with Rule
3.2 of the Prospectus Regulation Rules made under Part VI of the
FSMA.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the New
Ordinary Shares to listing on the premium listing segment of the
Official List of the FCA and to London Stock Exchange for admission
of the New Ordinary Shares to trading on its main market for listed
securities (together, "Admission").
Application will also be made to Euroclear for the entitlements
to the Open Offer Shares (the "Open Offer Entitlements") to be
admitted as separate participating securities within CREST. Subject
to the conditions of the Sponsor and Placing Agreement being
satisfied, it is expected that Admission of the New Ordinary Shares
will become effective on 26 July 2021 and that dealings for normal
settlement on the London Stock Exchange in the New Ordinary Shares
will commence at 8.00 a.m. on the same day.
The New Ordinary Shares issued under the Capital Raising, when
issued and fully paid, will be identical to, and rank pari passu in
all respects with, the Existing Ordinary Shares including the right
to receive all dividends and other distributions declared, made or
paid on the Existing Ordinary Shares by reference to a record date
on or after Admission.
Bookbuild of the Equity Placings
Following this announcement, the Global Coordinator will
commence an accelerated bookbuilding process in respect of the
Equity Placings (the "Bookbuild") to determine demand for
participation in the Equity Placings. The Global Coordinator will
seek to procure Placees as agent for the Company as part of this
Bookbuild. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Equity Placings.
Principal terms of the Bookbuild
1. By participating in the Equity Placings, Placees will be
deemed: (i) to have read and understood the terms and conditions in
this Appendix, this announcement and the Preliminary Prospectus;
(ii) to be participating and making an offer for any Placing Shares
on these terms and conditions; and (iii) to be providing the
representations, warranties, indemnities, agreements, undertakings,
acknowledgements and confirmations contained in these terms and
conditions.
2. Participation in the Equity Placings will only be available
to persons who may lawfully be, and are, invited to participate by
the Global Coordinator. The Global Coordinator and its affiliates
are entitled to enter bids in the Bookbuild as principal.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
Global Coordinator. Each bid should state the aggregate number of
Firm Placing Shares and Open Offer Shares which the prospective
Placee wishes to acquire at the Issue Price. Bids may be scaled
down by the Global Coordinator on the basis referred to in
paragraph 6 below.
4. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 30 June 2021, but may be closed earlier or later
at the discretion of the Global Coordinator. The Global Coordinator
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions in this
Appendix (which shall be deemed to be incorporated in such offer),
this announcement and the Preliminary Prospectus and will be
legally binding on the Placee by which, or on behalf of which, it
is made and will not be capable of variation or revocation.
6. Subject to paragraphs 4 and 5 above, the Global Coordinator
reserves the right not to accept bids, either in whole or in part,
on the basis of allocations determined at the Global Coordinator 's
discretion and may scale down any bids as the Global Coordinator
may determine, subject to agreement with the Company. The
acceptance of bids shall be at the Global Coordinator 's absolute
discretion, subject to agreement with the Company.
7. If successful, each Placee's allocation will be agreed
between the Global Coordinator and the Company and will be
confirmed to Placees orally or in writing by the Global Coordinator
following the close of the Bookbuild. That oral or written
confirmation from the Global Coordinator (at the Global
Coordinator's discretion) to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Global Coordinator
and the Company, under which such Placee agrees to subscribe for
the number of Placing Shares allocated (and in the respective
numbers of Firm Placing Shares and Open Offer Shares (subject to
clawback so allocated)) to it and to pay the Issue Price for each
such Placing Share on the terms and conditions set out in this
Appendix (which shall be deemed to be incorporated in such legally
binding commitment) and in accordance with the Company's corporate
documents. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Global Coordinator,
to pay it (or as it may direct) as agent for the Company in cleared
funds an amount equal to the product of the Issue Price and the
number of Firm Placing Shares and, once apportioned after clawback
(in accordance with the procedure described in the paragraph
entitled "Placing Procedure" below), the Open Offer Shares, that
such Placee has agreed to subscribe for.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued (the "Results Announcement"). It is expected that the
Results Announcement will be made as soon as practicable after the
close of the Bookbuild.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Equity Placings is/are confirmed, settlement for
all Placing Shares to be acquired pursuant to the Equity Placings
will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".
10 Commissions are payable to Conditional Placees in respect of
the Open Offer Shares which are clawed back pursuant to the Open
Offer. No commissions are payable to any Placees in respect of the
Firm Placing or any Open Offer Shares which are subscribed for
under the Open Offer.
11. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Firm Placing and/or
the Placing will terminate only in the circumstances described
below and will not be capable of rescission or termination by the
Placee. All obligations under the Equity Placings will be subject
to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Equity Placings and
Termination of the Sponsor and Placing Agreement".
12 To the fullest extent permissible by law, neither the Global
Coordinator nor any of its affiliates or Representatives shall have
any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither the Global Coordinator nor any of its
affiliates nor any of its or their respective Representatives shall
have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of the Global Coordinator's conduct of the Bookbuild or of
such alternative method of effecting the Equity Placings as the
Global Coordinator and its affiliates and the Company may
agree.
Conditions of the Equity Placings and Termination of the Sponsor
and Placing Agreement
Placces will only be called on to subscribe for Placing Shares
if the obligation of the Global Coordinator under the Sponsor and
Placing Agreement have become unconditional in all respects and the
Global Coordinator not having terminated the Sponsor and Placing
Agreement prior to Admission.
The obligations of the Global Coordinator under the Sponsor and
Placing Agreement in respect of the Firm Placing, the Conditional
Placing and the Open Offer are conditional upon, amongst other
things:
(a) the Prospectus being approved pursuant to the Listing Rules
and the Prospectus Regulation Rules by the FCA and having been
filed, published and made available in the manner specified by not
later than 6.00 p.m. on 30 June 2021 (or such later time and/or
date as the Global Coordinator may agree);
(b) the passing without (in the good faith opinion of the Global
Coordinator) material amendment of Resolution 1 and, except with
the prior written agreement of the Global Coordinator, Resolution 4
at the General Meeting (and not, except with the prior written
agreement of the Global Coordinator, at any adjournment of such
meeting) on 23 July 2021 (or such later date as the Global
Coordinator may agree) and such Resolutions remaining in force;
(c) the Company having complied with and not being in breach at
any time prior to Admission or any of its obligations under the
Sponsor and Placing Agreement or the terms of the Capital Raising
which, in each case, fall to be performed or satisfied prior to
Admission save for any non-compliance or breach which, in the good
faith opinion of the Global Coordinator, is not material in the
context of the Transaction;
(d) in the opinion of the Global Coordinator (acting in good
faith), each of the representations and warranties on the part of
the Company in the Sponsor and Placing Agreement being true and
accurate in all respects and not misleading on the date of the
Sponsor and Placing Agreement and at all times before Admission as
if they had been repeated by reference to the facts and
circumstances prevailing at such time;
(e) no event requiring the publication of a Supplementary
Prospectus referred to in Article 23 of the UK Prospectus
Regulation arising between the time of publication of the
Prospectus and Admission and no supplementary prospectus being
published by or on behalf of the Company before Admission;
(f) in the opinion of the Global Coordinator (acting in good
faith), there not having occurred any Material Adverse Change (as
such term is defined in the Sponsor and Placing Agreement) at any
time prior to Admission;
(g) each of the Call Option Deed and the Asset Transfer SPA
being entered into by the parties thereto, having and continuing to
have, full force and effect and not having been terminated, varied,
modified, supplemented or lapsing before Admission, and no right to
terminate or rescind the Call Option Deed or the Asset Transfer SPA
having arisen before Admission;
(h) the Irrevocable Undertakings having been executed and
delivered and not having been amended or revoked prior to
Admission; and
(i) Admission occurring by 8.00 a.m. on 26 July 2021 (or such
later time and/or date (being not later than 8.00 a.m. on 02 August
2021) as the Global Coordinator may agree),
(all such conditions included in the Sponsor and Placing
Agreement being, together, the "Conditions").
The Global Coordinator shall be entitled, in its absolute
discretion, to terminate the Sponsor and Placing Agreement at any
time before Admission, by giving notice to the Company, in certain
circumstances, including (but not limited to): (i) if, in the
opinion of the Global Coordinator (acing in good faith), there has
been a breach by the Company of any of the representations,
warranties, undertakings or other obligations contained in or given
pursuant to the Sponsor and Placing Agreement or any of the
representations or warranties not being, or ceasing to be, true,
accurate and not misleading; (ii) if any statement contained in any
offer document (or any amendment or supplement thereto) is or has
become untrue, inaccurate or misleading in any respect, or any
matter has arisen which would, if such offer document had been
issued at that time, constitute an omission therefrom, and which
the Global Coordinator considers in its sole judgement (acting in
good faith) to be, singly or in the aggregate, (x) material in the
context of the Company, the Transaction or any of the transactions
contemplated by the Sponsor and Placing Agreement; or (y) is such
as to make it impracticable, inappropriate or inadvisable to
proceed with the Transaction; (iii) if the Company's applications
for Admission are withdrawn or refused by the FCA or the London
Stock Exchange (as appropriate); (iv) if, in the opinion of the
Global Coordinator (acting in good faith), there has been a
Material Adverse Change (as such term is defined in the Sponsor and
Placing Agreement); or (v) upon the occurrence of certain force
majeure events.
If any Condition has not been satisfied or has become incapable
of being satisfied by the required time and date (and is not waived
by the Global Coordinator as described below) or if the Sponsor and
Placing Agreement is terminated, all obligations under these terms
and conditions will automatically terminate.
By participating in the Equity Placings, each Placee agrees that
its rights and obligations hereunder are conditional upon the
Sponsor and Placing Agreement becoming unconditional in all
respects and that its rights and obligations will terminate only in
the circumstances described above and will not be capable of
rescission or termination by it after oral or written confirmation
by the Global Coordinator (at the Global Coordinator's discretion)
following the close of the Bookbuild.
The Global Coordinator may, at its discretion and upon such
terms and conditions as it thinks fit, waive (where capable of
waiver) fulfilment or certain of the Conditions in the Sponsor and
Placing Agreement or extend the time provided for fulfilment of
such Conditions. Any such extension or waiver will not affect
Placees' commitments as set out in these terms and conditions.
By participating in the Equity Placings each Placee agrees that
the exercise by the Global Coordinator of any right or other
discretion under the Sponsor and Placing Agreement, including
(without limitation) any decision made by the Global Coordinator as
to whether or not to waive or to extend the time and/or date for
the fulfilment of any condition in the Sponsor and Placing
Agreement and/or whether or not to exercise any termination right,
shall be within the absolute discretion of the Global Coordinator
(as the case may be).
Neither the Company, the Global Coordinator nor any of its
affiliates or Representatives shall have any liability or
responsibility to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it
or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
nor for any decision it may make as to the satisfaction of any
Condition generally.
Withdrawal Rights
Placees acknowledge that their agreement to subscribe for
Placing Shares is not by way of acceptance of the public offer made
in the Prospectus and the Application Form but is by way of a
collateral contract and as such Article 23(2) of the EU Prospectus
Regulation and the UK Prospectus Regulation does not entitle
Placees to withdraw in the event that the Company publishes a
supplementary prospectus in connection with the Transaction.
Equity Placings Procedure
Placees shall subscribe for the Firm Placing Shares and/or Open
Offer Shares to be issued pursuant to the Firm Placing and/or the
Placing (subject to clawback in the case of the Placing) and any
allocation of the Firm Placing Shares and Open Offer Shares
(subject to clawback) to be issued pursuant to the Firm Placing
and/or the Placing will be notified to them on or around 30 June
2021 (or such other time and/or date as the Company and the Global
Coordinator may agree).
Placees will be called upon to subscribe for, and shall
subscribe for, the Open Offer Shares only to the extent that valid
applications and payment in full by Qualifying Shareholders under
the Open Offer are not received by 11.00 a.m. on 22 July 2021 or if
applications have otherwise not been deemed to be valid in
accordance with the terms set out in the Prospectus and the
Application Form.
If you are a Qualifying Shareholder and you take up and pay for
New Ordinary Shares under the Open Offer to which you are entitled
in accordance with its terms, you may request, by returning an
off-set application form which may be required from the Global
Coordinator (the "Off-set Application Form"), that your
participation in the Placing be reduced by up to the number of New
Ordinary Shares in your total Open Offer entitlement which you have
validly taken up and paid for under the Open Offer (to a maximum of
the number of New Ordinary Shares in your Conditional Placing
participation) ("Off-set"). If the Off-set Application Form is not
returned by the closing time for the Open Offer, you will be deemed
to have waived your right to claim Off-set in respect of any New
Ordinary Shares taken up under the Open Offer.
Lock-up
The Company has undertaken to the Global Coordinator that,
between the date of the Sponsor and Placing Agreement and the date
which is six months after the date of Re-admission, it will not,
without the prior written consent of the Global Coordinator, enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain customary carve-outs agreed between the
Global Coordinator and the Company.
By participating in the Equity Placings, Placees agree that the
exercise by the Global Coordinator of any power to grant consent to
waive the aforementioned undertaking by the Company shall be within
the absolute discretion of the Global Coordinator and that it need
not make any reference to, or consult with, Placees and that they
shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Global Coordinator reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary,
including in certificated form, if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in the Preliminary Prospectus and/or the Prospectus or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
the Global Coordinator.
Settlement for the Equity Placings will be on a
delivery-versus-payment basis and settlement is expected to take
place on or around 26 July 2021. Interest is chargeable daily on
payments not received from Placees on the due date at the rate of
two percentage points above prevailing LIBOR. Each Placee is deemed
to agree that, if it does not comply with these obligations, the
Global Coordinator may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for its own account and benefit, an amount equal to
the aggregate amount owed by the Placee to the Global Coordinator
plus any interest due. By communicating a bid for Placing Shares,
each Placee confers on the Global Coordinator and the Company all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Global
Coordinator lawfully takes in pursuance of such sale. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any stamp
duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty
or tax (together with any interest, fines or penalties) which may
arise upon any transaction in the Placing Shares on such Placee's
behalf. The foregoing is without prejudice to any cause of action
the Global Coordinator may have against a defaulting Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that, upon receipt, the
electronic contract note and/or electronic trade 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 UK
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Global
Coordinator nor the Company shall be responsible for the payment
thereof.
Acceptance
By submitting a bid and/or participating in the Equity Placings,
each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Global
Coordinator (in its capacity as sole Global Coordinator and as
placing agent of the Company in respect of the Equity Placings) and
the Company, in each case as a fundamental term of its application
for Placing Shares, that:
1. it has read and understood this announcement, including this
Appendix, and the Preliminary Prospectus in their entirety and that
it has neither received nor relied on, and will not rely on, any
information given or any investigations, representations,
warranties or statements made at any time by any person in
connection with the Transaction, the Bookbuild, the Equity
Placings, the Company, the Placing Shares or otherwise, other than
the information contained in this announcement and the Preliminary
Prospectus and that its participation in the Bookbuild and the
Equity Placings and its subscription for Placing Shares is solely
in reliance on the information contained in this announcement and
the Preliminary Prospectus and undertakes not to redistribute or
duplicate such documents;
2. neither the Global Coordinator nor the Company nor any of their respective affiliates or Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Transaction, the Placing Shares, the Bookbuild, the Equity Placings or the Company or any other person other than this announcement and the Preliminary Prospectus, nor has it requested the Global Coordinator, the Company, any of their respective affiliates or Representatives or any person acting on behalf of any of them to provide it with any such material or information;
3. unless otherwise specifically agreed with the Global
Coordinator, it and/or the person on behalf it is participating is
not, and at the time the Placing Shares are subscribed for, neither
it nor the beneficial owner of the Placing Shares will be, a
resident of any Restricted Jurisdiction or any other jurisdiction
in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
4. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
5. the content of this announcement, this Appendix and the
Preliminary Prospectus have been prepared by and are exclusively
the responsibility of the Company and that neither the Global
Coordinator nor any of its affiliates or Representatives nor any
person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or
statement contained therein or any information previously or
subsequently published by or on behalf of the Company and will not
be liable for its decision to participate in the Capital Raising
based on any information, representation or statement contained in
such documents or otherwise;
6. the only information on which it is entitled to rely and on
which it has relied in committing itself to subscribe for the
Placing Shares is contained in this announcement (including this
Appendix) and the Preliminary Prospectus, such information being
all that it deems necessary or appropriate 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
investigations, representations, warranties or statements made by
the Global Coordinator or the Company or any of their respective
affiliates or Representatives or any person acting on its or their
behalf and neither the Global Coordinator nor the Company nor any
of their respective affiliates or Representatives 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;
7. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Equity Placings;
8. it has not relied on, and will not rely on, any information
relating to the Company contained or which may be contained in any
research report or investor presentation prepared by the Global
Coordinator, any of its affiliates or any person acting on its or
their behalf and understands that (i) neither the Global
Coordinator nor any of its affiliates nor any person acting on its
or their behalf has or shall have any responsibility or liability
for (x) public information relating to the Company; or (y) any
additional information that has otherwise been made available to
it, whether at the date of publication of such information, the
date of this announcement or otherwise; and (ii) neither the Global
Coordinator nor any of its affiliates nor any person acting on its
or their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication of such
information, the date of this announcement or otherwise;
9. (i) the allocation, allotment, issue and delivery 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); (ii) it is not participating in the Equity
Placings as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. that no action has been or will be taken by the Company, the
Global Coordinator or any person acting on behalf of the Company or
the Global Coordinator that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
11. it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Global Coordinator, the Company or
any of their respective affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Equity Placings;
12. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Equity Placings 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 these terms and conditions) and will honour
such obligations;
13. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for
verification of identity, the Global Coordinator has not received
such satisfactory evidence, the Global Coordinator may, in its
absolute discretion, terminate the Placee's participation in the
Equity Placings in which event all funds delivered by the Placee to
the Global Coordinator will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited;
14. it is acting as principal only in respect of the Equity
Placings or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Global Coordinator and the Company for the performance of all its
obligations as a Placee in respect of the Equity Placings
(regardless of the fact that it is acting for another person);
15. if in a member state of the EEA, it is a "Qualified
Investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
16. if in the United Kingdom, it and any person acting on its
behalf is a "Qualified Investor" within the meaning of Article 2(e)
of the UK Prospectus Regulation: (i) who falls within the
definition of "investment professional" in Article 19(5) of the
Order; or (ii) who falls within Article 49(2) of the Order; or
(iii) to whom this announcement may otherwise lawfully be
communicated and it undertakes that it will subscribe for, hold,
manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to
which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this announcement must not be acted on or
relied on by persons who are not Relevant Persons;
18. it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentation or other materials concerning the Equity Placings
(including electronic copies thereof), in or into the United States
to any person and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19. where it is subscribing for the Placing Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account and it has full power to make, and does make, the
acknowledgements, representations and agreements herein on behalf
of each such account;
20. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable), if in a member state of the
EEA or the UK, it understands that: (i) the Placing Shares acquired
by and/or subscribed for by it in the Equity Placings will not be
acquired and/or subscribed for on a non-discretionary basis on
behalf of, nor will they be acquired or subscribed for with a view
to their offer or resale to, persons in a member state of the EEA
or the UK (as applicable) other than Qualified Investors (as such
term is defined in either the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable)), or in circumstances which
may give rise to an offer of securities to the public other than an
offer or resale, in a member state of the EEA or the UK, to
Qualified Investors, or in circumstances in which the prior consent
of the Global Coordinator has been given to each such proposed
offer or resale; or (ii) where the Placing Shares have been
acquired or subscribed for by it on behalf of persons in any member
state of the EEA or the UK other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons;
22. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
23. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
24. 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;
25. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of FSMA
and the Financial Services Act 2012) with respect to anything done
by it in relation to the Placing Shares;
26. if it has received any "inside information" as defined in
the UK Market Abuse Regulation and the EU Market Abuse Regulation
about the Company in advance of the Equity Placings, it has not:
(i) dealt (or attempted to deal) in the securities of the Company;
(ii) encouraged, recommended, induced or required another person to
deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the UK Market
Abuse Regulation and the EU Prospectus Regulation, prior to the
information being made publicly available;
27. (i) it (and any person acting on its behalf) has the funds
available to pay for, and has the capacity and authority and is
otherwise entitled to purchase, the Placing Shares under the laws
of all relevant jurisdictions which apply to it; (ii) it has paid
any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Global Coordinator,
any of their respective affiliates or any person acting on behalf
of any of them being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Equity Placings; and (iv) the
subscription for the Placing Shares by it (or any person acting on
its behalf) will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
28. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
announcement (including these terms and conditions) on the due time
and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with
other persons or sold as the Global Coordinator may in its
discretion determine and without liability to such Placee. It will,
however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in these terms and conditions
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Global Coordinator or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. neither the Global Coordinator nor any of its affiliates or
Representatives nor any person acting on its or their behalf, is
making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Equity Placings and participation in the Equity
Placings is on the basis that it is not and will not be a client of
the Global Coordinator and the Global Coordinator does not have any
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Equity Placings nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Sponsor and Placing Agreement nor for the exercise or
performance of any of the Global Coordinator's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
31. 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 the Global Coordinator, the Company nor any of
their respective affiliates will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Company, the Global Coordinator and their respective affiliates and
Representatives in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of the Global Coordinator who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
32. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) 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 Global Coordinator or the
Company 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;
33. each of the Global Coordinator, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to the Global Coordinator on its own behalf and on behalf of
the Company and are irrevocable and it irrevocably authorises the
Global Coordinator and the Company to produce this announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
34. it will indemnify on an after-tax-basis and hold the
Company, the Global Coordinator and their respective affiliates and
Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Equity Placings;
35. it irrevocably appoints any director of the Global
Coordinator as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Equity Placings;
36. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Equity Placings and that it will have no right to
be consulted or require that their consent be obtained with respect
to the Company's or the Global Coordinator's conduct of the Equity
Placings;
37. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (ii) it is experienced in investing in securities
of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the
Equity Placings and has no need for liquidity with respect to its
investment in the Placing Shares; (iii) it has relied solely on its
own investigation, examination, due diligence and analysis of the
Company and its affiliates taken as a whole, including the markets
in which the Group operates, and the terms of the Equity Placings,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Global
Coordinator; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing Shares; (v) it is aware and
understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to the
Global Coordinator, any of its affiliates or any person acting on
its or their behalf for all or part of any such loss or losses it
or they may suffer;
38. neither the Company nor the Global Coordinator owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Sponsor and Placing Agreement or these terms and conditions;
39. it may not rely on any investigation that the Global
Coordinator or any person acting on its behalf may or may not have
conducted with respect to the Company and its affiliates or the
Equity Placings and the Global Coordinator has not made any
representation or warranty to it, express or implied, with respect
to the merits of the Equity Placings, the subscription for or
purchase of the Placing Shares, or as to the condition, financial
or otherwise, of the Company and its affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Global Coordinator
for the purposes of the Equity Placings;
40. in connection with the Equity Placings, the Global
Coordinator and 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 in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Equity Placings. Accordingly,
references in these terms and conditions to Placing Shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Global
Coordinator or any of its affiliates acting in such capacity. In
addition, the Global Coordinator or any of its affiliates may enter
into financing arrangements and swaps with investors in connection
with which the Global Coordinator or any of its affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither the Global
Coordinator nor any of its affiliates intends to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
41. it understands, and each account it represents has been
advised that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, acquired, resold, transferred or delivered, directly
or indirectly, within, or into or in the United States 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 securities laws of any state or other
jurisdiction of the United States; and
42. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the
Placing Shares in an "offshore transaction" as defined in
Regulation S under the Securities Act; (ii) it is aware of the
restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered
to it by means of any "directed selling efforts" as defined in
Regulation S.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Global Coordinator (for
their own benefit and, where relevant, the benefit of their
respective affiliates and any person acting on their behalf) and
are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question. Neither the Company nor the Global Coordinator
will be responsible for any UK stamp duty or UK stamp duty reserve
tax (including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Company nor the Global Coordinator are liable to bear
any stamp duty or stamp duty reserve tax or any other similar
duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Equity
Placings as an agent or nominee) the allocation, allotment, issue
or delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold the Global Coordinator
and/or the Company and their respective affiliates (as the case may
be) harmless from any such transfer taxes, and all interest, fines
or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Global Coordinator and/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. Each Placee
acknowledges and is aware that the Global Coordinator is receiving
a fee in connection with its role in respect of the Equity Placings
as detailed in the Sponsor and Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Global Coordinator any money held in an account
with the Global Coordinator 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 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 the Global
Coordinator's money in accordance with the client money rules and
will be used by the Global Coordinator in the course of its own
business; and the Placee will rank only as a general creditor of
the Global Coordinator.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Equity Placings will be sent at its risk and may be sent to it at
any address provided by it to the Global Coordinator.
The rights and remedies of the Global Coordinator and the
Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose, in writing or orally to
the Global Coordinator: (a) if he or she is an individual, his or
her nationality; or (ii) if he or she is a discretionary fund
manager, the jurisdiction in which the funds are managed or
owned.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this announcement may be subject to
amendment. The Global Coordinator shall notify the Placees and any
person acting on behalf of the Placees of any changes.
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
IOEEASKEDLNFEEA
(END) Dow Jones Newswires
June 30, 2021 02:00 ET (06:00 GMT)
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