TIDMSAV
RNS Number : 0798W
Savannah Resources PLC
20 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Savannah Resources plc or other evaluation of any
securities of Savannah Resources plc or any other entity and should
not be considered as a recommendation that any investor should
subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
20 April 2021
Savannah Resources Plc
Proposed Placing to raise up to GBP10.3 million by way of an
accelerated bookbuild
Savannah Resources plc (AIM: SAV, FWB: SAV and SWB: SAV)
("Savannah" or the "Company"), the AIM quoted resource development
company, which is focused on becoming Europe's most significant
producer of spodumene lithium from its Mina do Barroso Project in
Portugal ("Mina do Barroso", "MdB" or the "Project"), is pleased to
announce that it has engaged Clarksons Platou Securities AS,
finnCap Ltd, and WH Ireland Limited as joint bookrunners ("Joint
Bookrunners") to undertake a fundraising (the "Placing") of up to
257,968,785 new ordinary shares in the capital of the Company (the
"Placing Shares") at a price of 4p per Placing Share.
The Placing will be effected by way of an accelerated bookbuild
(the "Bookbuild"). The Bookbuild will open with immediate effect
following release of this Announcement. A further announcement
confirming closing of the Bookbuild and the number of Placing
Shares to be issued pursuant to the Placing is expected to be made
in due course.
The issuance of the Placing Shares will be made from the
authorities granted to directors to issue ordinary shares at the
Annual General Meeting of the Company held on 25 June 2020.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement (which forms part of this
Announcement).
Use of proceeds
Alongside Savannah's existing working capital, the majority of
the net proceeds raised are to be allocated to progressing and
enhancing Mina do Barroso the Company's flagship asset. This
includes expanding the Project's team in preparation for the
upcoming development phase, conducting further exploration on the
Project to increase its resources, and evaluating opportunities to
maximise its ESG credentials.
These programmes will complement the ongoing Definitive
Feasibility Study, which is to be funded to its completion by the
planned US$6.4m investment in the Mina do Barroso Project holding
company expected from Galp Energia SGPS, S.A ("Galp"), the
Portuguese energy Group. Savannah is currently finalising
investment and spodumene concentrate offtake agreements with Galp,
following the announcement of a Heads of Agreement between the
parties on 12 January 2021 (further details below).
The balance of the funds raised will be committed to further
developing Savannah's lithium business in the Iberian Peninsula,
completing the current technical and corporate appraisal exercise
on the Mutamba mineral sands project in Mozambique, and for general
corporate purposes.
Galp Heads of Agreement
On 12 January 2021, the Company announced the signing of a Heads
of Agreement with Galp (GALP.LS, Market cap EUR8.3 billion) the
Portuguese integrated energy company and largest producer of solar
energy in Iberia. Upon finalisation of the binding agreements Galp
will invest US$6.4 million in the Mina do Barroso project holding
company for a 10 per cent. stake in the enlarged entity and
Savannah and Galp will enter an offtake agreement for up to
100,000tpa of lithium concentrate from Mina do Barroso, equating to
approximately 50% of annual production.
Additional Information on the Placing
The final number of Placing Shares to be issued pursuant to the
Placing will be determined following closure of the Bookbuild. The
Placing Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares in the
capital of the Company.
The Placing has been arranged by Clarksons Platou Securities AS
("Clarksons"), finnCap Ltd ("finnCap") and WH Ireland Limited ("WH
Ireland") as Joint Bookrunners in accordance with the terms and
conditions set out in the Appendix to this Announcement. The
Bookbuild will determine final demand for and participation in the
Placing. The Bookbuild is expected to close not later than 8 a.m.
(London time) tomorrow, but may be closed at such earlier or later
time as the Joint Bookrunners, in their absolute discretion
(following consultation with the Company), determine.
Details of the result of the Placing will be announced as soon
as practicable after closure of the Bookbuild. Attention is drawn
to the detailed terms and conditions of the Placing described in
the Appendix (which forms part of this Announcement). By choosing
to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Attention is drawn to the section headed 'Important Information'
in this Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
For further information please visit www.savannahresources.com
or contact:
Savannah Resources PLC Tel: +44 20 7117 2489
David Archer, CEO
SP Angel Corporate Finance LLP (Nominated Tel: +44 20 3470 0470
Advisor)
David Hignell / Charlie Bouverat
Clarksons Platou Securities AS (Joint Tel: +47 23 11 20 00
Bookrunner)
Fredrik Sandberg/Morten Lien
finnCap Ltd (Joint Broker) Tel: +44 20 7220 0500
Christopher Raggett/ Tim Redfern
WH Ireland Limited (Joint Broker) Tel: +44 20 7220 1698
Jessica Cave / Matthew Chan (Corporate
Finance)
Adam Pollock (Corporate Broking)
Camarco (Financial PR) Tel: +44 20 3757 4980
Nick Hennis / Gordon Poole
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the Appendix.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
finnCap, WH Ireland or Clarksons or by any of their respective
Affiliates as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the Placing Shares have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act")or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, the
Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Joint Bookrunners that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions. In particular, this Announcement may not be
distributed, directly or indirectly, in or into the United States,
Canada, the Republic of South Africa, Australia or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees
and trustees), who have a contractual or other legal obligation
to forward this document to a jurisdiction outside the UK should
seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as Joint
Bookrunner and Joint Broker to the Company in connection with the
Placing. finnCap will not be responsible to any person other than
the Company for providing the protections afforded to clients of
finnCap or for providing advice to any other person in connection
with the Placing or any acquisition of shares in the Company.
finnCap is not making any representation or warranty, express or
implied, as to the contents of this Announcement. finnCap has not
authorised the contents of, or any part of, this Announcement, and
no liability whatsoever is accepted by finnCap for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any material information.
WH Ireland Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as
Joint Bookrunner and Joint Broker to the Company in connection with
the Placing. WH Ireland will not be responsible to any person other
than the Company for providing the protections afforded to clients
of WH Ireland or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. WH Ireland is not making any representation or warranty,
express or implied, as to the contents of this Announcement. WH
Ireland has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by WH Ireland
for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
Clarksons is authorised and regulated by the Financial
Supervisory Authority of Norway. It has been registered under the
UK Financial Conduct Authority's Temporary Permissions Regime,
which allows EEA-based firms to operate in the UK for a limited
period. Clarksons is acting as Joint Bookrunner to the Company in
connection with the Placing. Clarksons will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Clarksons or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. Clarksons is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. Clarksons has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Clarksons for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting as nominated adviser to the Company for the purposes of
the AIM Rules in connection with the Placing and, as nominated
adviser, its responsibilities are owed solely to the London Stock
Exchange and are not owed to the Company or its Directors or to any
other person or entity. SP Angel Corporate Finance LLP will not be
responsible to any person other than the Company for providing the
protections afforded to clients SP Angel Corporate Finance LLP or
for providing advice to any other person in connection with the
Fundraising or any acquisition of shares in the Company. SP Angel
Corporate Finance LLP is not making any representation or warranty,
express or implied, as to the contents of this Announcement. SP
Angel Corporate Finance LLP has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by SP Angel Corporate Finance LLP for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees will rely
upon the truth and accuracy of the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a)
compatible with an end target market of (i) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of the law of England and Wales by virtue of EUWA and
as from time to time modified by or under the EUWA or other English
law and any subordinate legislation made under it; (ii) investors
who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England
and Wales by virtue of EUWA and as from time to time modified by or
under the EUWA or other English law and any subordinate legislation
made under it; and (iii) eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b)
eligible for distribution through all distribution channels as are
permitted by EU Directive 2014/65/EU on markets in financial
instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made
under it (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, Placees should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the EU Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHO HAVE BEEN SELECTED BY A JOINT
BOOKRUNNER, AND WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS, AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS,
AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE
PROSPECTUS REGULATION (EU) 2017/1129, AS AMED AND/OR SUPPLEMENTED
FROM TIME TO TIME AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURES
IN ANY MEMBER STATE OF THE EEA (TOGETHER, THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS"
AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED (THE "FSMA") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU
SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SAVANNAH RESOURCES PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA (THE "UNITED STATES" OR "US"), AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, 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. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by any of the Company,
finnCap Ltd ("finnCap"), W H Ireland Limited ("W H Ireland"),
Clarksons Platou Securities AS ("Clarksons", and together with with
finnCap and W H Ireland, the "Joint Bookrunners" and each a "Joint
Bookrunner") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
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, Australia, Canada, Japan, or the Republic of South Africa
or any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
under the EU Prospectus Regulation, as it forms part of the law of
England and Wales by virtue of the European Union (Withdrawal) Act
2018 ("EUWA") and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made
under it, (the "UK Prospectus Regulation") and under the EU
Prospectus Regulation exemption (as applicable) from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance, the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
Appendix.
Persons who are invited to and who choose to participate in the
Placing by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, undertakings,
acknowledgements, agreements and indemnities contained in this
Appendix.
In particular, each such Placee represents, warrants,
undertakes, acknowledges, and agrees (amongst other things)
that:
-- it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business; and
-- in the case of a Relevant Person in the United Kingdom or in
an EEA member state who acquires any Placing Shares pursuant to the
Placing:
o it is (if in the United Kingdom) a "qualified investor" as
defined in section 86 of the FSMA or it is (if in an EEA member
state) a "qualified investor" within the meaning of Article 2(e) of
the EU Prospectus Regulation (in each case, a "Qualified
Investor"); and
o in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation and the EU Prospectus Regulation (as applicable):
-- the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or in
any EEA member state other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale; or
-- where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or in any EEA member state, other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the UK Prospectus Regulation or the EU
Prospectus Regulation (as applicable) as having been made to such
persons; and
-- it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, undertakings,
acknowledgements, agreements and indemnities contained in this
Announcement; and
-- it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
-- except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States and is acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act.
The Company and the Joint Bookrunners will each rely upon the
truth and accuracy of the foregoing representations, warranties,
undertakings, acknowledgements, agreements and indemnities. The
Joint Bookrunners do not make any representation or warranty to the
Placees regarding an investment in the Placing Shares referred to
in this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No.596/2014 (as it
forms part of the law of England and Wales by virtue of the EUWA
and as from time to time modified by or under the EUWA or other
English law and any subordinate legislation made under it) ("UK
MAR").
Information to distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a)
compatible with an end target market of (i) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of the law of England and Wales by virtue of EUWA and
as from time to time modified by or under the EUWA or other English
law and any subordinate legislation made under it; (ii) investors
who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England
and Wales by virtue of EUWA and as from time to time modified by or
under the EUWA or other English law and any subordinate legislation
made under it; and (iii) eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b)
eligible for distribution through all distribution channels as are
permitted by EU Directive 2014/65/EU on markets in financial
instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made
under it (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the United Kingdom Financial
Conduct Authority (the "FCA") in relation to the Placing or the
Placing Shares and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the contract note to be
sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement, express or implied, made by
or on behalf of the Joint Bookrunners or the Company or any other
person and none of the Joint Bookrunners, the Company, their
respective affiliates, agents, directors, officers or employees nor
any other person acting on any such person's behalf has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, has each agreed to use its reasonable endeavours to
procure Placees for the Placing Shares. The Placing is not
underwritten by the Joint Bookrunners.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the issued ordinary shares of
one penny each in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that Admission will take place on or before 8.00 a.m. on 26 April
2021 and that dealings in the Placing Shares on AIM will commence
at the same time.
Principal terms of the Placing
-- The Joint Bookrunners are acting as joint brokers and
bookrunners in respect of the Placing, as agents for and on behalf
of the Company.
-- Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
respective affiliates are entitled to participate in the Placing as
principal.
-- The price per Placing Share (the "Placing Price") is fixed at
4 pence and is payable to the relevant Joint Bookrunner (as agent
for and on behalf of the Company) by all Placees.
-- Each Placee's allocation of Placing Shares will be determined
by the Joint Bookrunners in their discretion following consultation
with the Company and will be confirmed orally by the relevant Joint
Bookrunner.
-- The oral confirmation to the Placee by the relevant Joint
Bookrunner constitutes an irrevocable, legally binding contractual
commitment in favour of the Company and the Joint Bookrunners (as
agents for and on behalf of the Company) to subscribe for the
number of Placing Shares allocated to it at the Placing Price and
on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
-- Each Placee's allocation of and commitment to subscribe for
Placing Shares will be evidenced by a contract note or electronic
confirmation ("contract note") issued to such Placee by the
relevant Joint Bookrunner. The terms and conditions of this
Appendix will be deemed incorporated in that contract note.
-- Each Placee's allocation of and commitment to subscribe for
Placing Shares will be legally binding on the Placee on behalf of
which it is made and except with the relevant Joint Bookrunner's
consent will not be capable of variation or revocation after the
time at which it is made. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Joint
Bookrunners (as agents for and on behalf of the Company), to pay to
the relevant Joint Bookrunner (or as the relevant Joint Bookrunner
may direct) in cleared funds on the Settlement Date, as defined,
and in accordance with the registration and settlement requirements
set out, below under "Registration and settlement", an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has been allocated and the Company has agreed to
allot and issue to that Placee.
-- The Company reserves the right, with the agreement of the
Joint Bookrunners, to reduce or seek to increase the amount to be
raised pursuant to the Placing.
-- Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
-- Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the time, on the basis explained below under
"Registration and settlement".
-- All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
-- By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
-- To the fullest extent permissible by law and applicable FCA rules, neither:
o the Joint Bookrunners; nor
o any of their affiliates, agents, directors, officers, or
employees; nor
o to the extent not contained within (a) or (b), any person
connected with a Joint Bookrunner as defined in the FSMA ((b) and
(c) being together "affiliates" and individually an "affiliate" of
a Joint Bookrunner),
shall have any liability (including, to the extent permissible
by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither the Joint Bookrunners nor any of their affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of the Joint Bookrunners' conduct
of the Placing or of such alternative method of effecting the
Placing as the Joint Bookrunners and the Company may agree.
-- Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and neither the Joint Bookrunners nor any of their affiliates shall
have any liability to the Placees for the failure of the Company to
fulfil those obligations.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note by the relevant Joint Bookrunner which
will confirm the number of Placing Shares allocated to them, the
Placing Price and the aggregate amount owed by them to the relevant
Joint Bookrunner (as agent for and on behalf of the Company).
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00B647W791) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by the relevant
Joint Bookrunner and is expected to occur on 26 April 2021 (the
"Settlement Date") in accordance with the contract notes.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the relevant Joint Bookrunner may agree that the Placing
Shares should be issued in certificated form. Each Joint Bookrunner
reserves the right to require settlement for the Placing Shares,
and to deliver the Placing Shares to Placees, by such other means
as it deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction. If a Placee
wishes to receive its Placing Shares in certificated form, it
should contact as soon as possible after receipt of its contract
note its usual sales contact at the relevant Joint Bookrunner.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above the prevailing base rate of
Barclays Bank plc as determined by the relevant Joint
Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of their Placing Shares on their behalf and retain from the
proceeds, for the relevant Joint Bookrunner's own account and
benefit (as agent for and on behalf of the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
a. the Company fully complying with its obligations under the
Placing Agreement to the extent that they fall to be performed on
or before Admission;
b. the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
c. Admission having become effective at or before 8.00 a.m. on
26 April 2021 or such later time as the Joint Bookrunners may agree
with the Company (being not later than 10 May 2021),
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Joint Bookrunners may
agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive fulfilment of all or any of the
conditions in the Placing Agreement in whole or in part, or extend
the time provided for fulfilment of one or more conditions (save
that the condition relating to Admission taking place, and the time
by which this must occur, may not be waived). Any such extension or
waiver will not affect Placees' commitments as set out in this
Appendix.
A Joint Bookrunner may terminate its obligations under the
Placing Agreement in certain circumstances, details of which are
set out below.
Neither the Joint Bookrunners nor the Company nor any of their
affiliates, agents, directors, officers or employees nor any other
person acting on any such person's behalf shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision any of them may make as to the satisfaction of any
condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
Termination of the Placing
A Joint Bookrunner may, in its absolute discretion, by notice to
the Company and the other Joint Bookrunner, terminate its
obligations under the Placing Agreement at any time up to Admission
if, inter alia:
a. the Company fails to or cannot in any respect comply with any
of its material obligations under the Placing Agreement or under
applicable law and regulations in relation to the Placing;
b. except as disclosed to the Joint Bookrunners before the date
of the Placing Agreement, any of the warranties was or could
reasonably be expected to become untrue, inaccurate or misleading
in any material respect or a matter has arisen which may reasonably
be expected to give rise to a claim under any of the indemnities
under the Placing Agreement;
c. any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing was or has become untrue,
incorrect or misleading or any matter has arisen which constitutes
a material omission in the context of the Placing;
d. any adverse change, or any development that would or would be
reasonably likely to cause an adverse change, in or affecting the
condition (financial, trading, operational, legal or otherwise),
earnings, results of operations, management, business or general
affairs, or prospects (business, financial or trading) of the
Company or its group, whether or not arising in the ordinary course
of business, the effect of which, in any case, would or would be
likely to be material in the context of the Company's group has
occurred, or any development or event (or any development or event
involving a prospective change) which will or could reasonably be
expected to have such a material adverse effect has occurred.
In addition, a Joint Bookrunner may by notice to the Company and
the other Joint Bookrunner prior to Admission terminate its
obligations under the Placing Agreement if there has been a force
majeure event.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or a Joint Bookrunner of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the relevant Joint
Bookrunner or for agreement between the Company and the relevant
Joint Bookrunner (as the case may be) and that neither the Company
nor the Joint Bookrunners need make any reference to such Placee
and that none of the Joint Bookrunners, the Company, their
respective affiliates, agents, directors, officers or employees nor
any other person acting on any such person's behalf shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by the
Placee after oral confirmation by the relevant Joint Bookrunner of
the Placee's allocation and commitment in the Placing.
Relationship of the Joint Bookrunners
The obligations of each Joint Bookrunner in connection with the
Placing (including any payment obligation) are several, and not
joint nor joint and several. A right of a Joint Bookrunner in
connection with the Placing (including any rights under the Placing
Agreement) is held by that Joint Bookrunner severally and each
Joint Bookrunner may exercise its rights, powers and benefits in
connection with the Placing separately and individually.
A Joint Bookrunner will not be responsible for the performance
obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions
taken, omissions of or advice given by the other Joint Bookrunner.
Any breach, non-performance or default by a Joint Bookrunner will
not constitute a breach, non-performance or default of the
other.
Nothing contained or implied hereby or by acceptance of the
Placing constitutes a Joint Bookrunner acting as the partner, agent
or representative of the other Joint Bookrunner for any purpose or
creates any partnership, agency or trust between the Joint
Bookrunners, and no Joint Bookrunner has any authority to bind
another Joint Bookrunner in any way.
Neither of the Joint Bookrunners will be liable for any loss,
damage or claim arising out of the actions taken or advice given by
the other Joint Bookrunner. In addition, the rights of a Joint
Bookrunner and its affiliates, agents, directors, officers and
employees in respect of that Joint Bookrunner under the
representations, warranties, undertakings, acknowledgements,
agreements and indemnities set out in this Appendix will in no way
be affected by the actions taken or alleged to have been taken or
advice given or alleged to have been given by, or omissions or
alleged omissions of, the other Joint Bookrunner or its affiliates,
agents, directors, officers or employees.
Offer personal
The offering of Placing Shares and the agreement arising from
acceptance of the Placing is personal to each Placee and does not
constitute an offering to any other person or to the public. A
Placee may not assign, transfer, or in any other manner deal with,
its rights or obligations under the agreement arising from the
acceptance of the Placing, without the prior written agreement of
the Joint Bookrunners in accordance with all relevant legal
requirements.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, undertakes,
acknowledges, and agrees (for itself and for any such prospective
Placee) to the Company and the Joint Bookrunners that (save where
the Joint Bookrunners expressly agree in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
undertakings, acknowledgements, agreements, indemnities, and other
information contained herein and that it has not relied on, and
will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
a. is required under the UK Prospectus Regulation or the EU Prospectus Regulation; nor
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Joint Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Joint Bookrunners, the Company, any of their
respective affiliates, agents, directors, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
5. neither the Joint Bookrunners nor any of their affiliates,
agents, directors, officers or employees nor any other person
acting on behalf of any of them has or shall have any liability for
any Publicly Available Information, or any representation relating
to the Company, provided that nothing in this paragraph excludes
the liability of any person for fraudulent misrepresentation made
by that person;
6.
a. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on Publicly Available
Information;
b. neither the Joint Bookrunners, nor the Company nor any of
their respective affiliates, agents, directors, officers and
employees nor any other person acting on behalf of any of them have
made any representation, warranty or statement to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
c. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
d. it has not relied on any investigation that the Joint
Bookrunners or any person acting on behalf of a Joint Bookrunner
may have conducted with respect to the Company, the Placing or the
Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is responsible for or has or shall have any liability
for any information, representation, warranty or statement relating
to the Company contained in this Announcement or the Publicly
Available Information nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. it and/or each person on whose behalf it is participating in the Placing:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply and that it is in full
compliance with all applicable laws and regulations with respect to
its subscription for Placing Shares;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold,
acquired, taken up, renounced or delivered or transferred, directly
or indirectly, within the United States, Australia, Canada, Japan,
or the Republic of South Africa or in any country or jurisdiction
where any such action for that purpose is required;
10. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners 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 is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, or the Republic of South Africa;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
15. it understands that:
a. the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
b. no representation is made as to the availability of the
exemption provided by Rule 144 for resales of Placing Shares;
and
c. it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
17. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
18. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and will make payment to the
relevant Joint Bookrunner for the Placing Shares allocated to it in
accordance with the terms and conditions of this Appendix on the
due times and dates set out in this Appendix, failing which the
relevant Placing Shares may be placed with other persons on such
terms as the relevant Joint Bookrunner determines in its absolute
discretion without liability to the Placee and it will remain
liable for and will pay on demand 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 or penalties due pursuant
to the terms set out or referred to in this Appendix) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
20. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
21. the person who it specifies for registration as holder of
the Placing Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
and the Joint Bookrunners and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a
CREST stock account of the relevant Joint Bookrunner or transferred
to a CREST stock account of the relevant Joint Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
22. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
23. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or Article 49(2) of the
Order and will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
24. if it is within the United Kingdom or an EEA member state,
it is a Qualified Investor;
25. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in any EEA
member state prior to the expiry of a period of six months from
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any EEA
member state within the meaning of the EU Prospectus
Regulation;
26. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Joint
Bookrunners in their capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
27. it has complied and it will comply with all applicable laws
and regulations in all relevant jurisdictions with respect to
anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United
Kingdom);
28. if it is a financial intermediary, as that term is used in
the UK Prospectus Regulation and the EU Prospectus Regulation (as
applicable), the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in the United Kingdom or in an EEA member state, or to which the UK
Prospectus Regulation or the EU Prospectus Regulation (as
applicable) otherwise applies, other than Qualified Investors, or
in circumstances in which the express prior written consents of the
Joint Bookrunners has been given to the offer or resale;
29. in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of UK MAR, and it
agrees not to deal in any securities of the Company until such time
as the inside information of which it has been made aware has been
made public for the purposes of UK MAR or it has been notified by
the Joint Bookrunners or the Company that the proposed Placing will
not proceed and inside information of which the Placee is aware has
been publicly announced, and:
a. other than in respect of its knowledge of the proposed
Placing, it has neither received nor relied on any inside
information concerning the Company or the Placing Shares; and
b. it has not disclosed any inside information concerning the
Company or the Placing Shares to any person, prior to such
information being publicly announced;
30. neither the Joint Bookrunners, nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees nor any other person acting on behalf of any of them is
making any recommendations to it, or advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing, nor providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings,
acknowledgements, agreements and indemnities contained in the
Placing Agreement nor the exercise or performance of any of a Joint
Bookrunner's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
31. participation in the Placing is on the basis that it is not
and will not be a or be treated as a client of any of the Joint
Bookrunners and that neither of the Joint Bookrunners has any
duties or responsibilities to it for providing the protections
afforded to its clients or for providing any such recommendation or
advice as aforesaid;
32. the Joint Bookrunners and their affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, any Joint Bookrunner
and/or any of its affiliates acting as an investor for its or their
own account(s). Neither the Joint Bookrunners nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
33. it:
a. has complied with its obligations in connection with money
laundering and terrorist financing under the Anti-Terrorism Crime
and Security Act 2001, UK MAR, the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, and any related rules, regulations
or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof; and
b. is not a person: (i) with whom transactions are prohibited
under the United States Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations
promulgated by, any of the Office of Foreign Assets Control of the
U.S. Department of the Treasury, the United States Department of
State, and the Bureau of Industry and Security of the United States
Department of Commerce; (ii) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (iii) subject to economic, trade or financial sanctions
imposed pursuant to a regulation of, or adopted, administered or
enforced by, any of the European Union, the United Nations, the
Hong Kong Monetary Authority, and any other relevant sanctions body
or authority,
(together, the "Regulations") and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase;
34. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the relevant Joint
Bookrunner (for itself and as agent for and on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Joint Bookrunner and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
35. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Appendix and in the contract
note will continue notwithstanding any amendment that may in future
be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing;
36. it has knowledge and experience in financial, business and
investment matters as is required to evaluate the merits and risks
of subscribing for Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it, and any person on whose behalf it is acting, may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
37. it irrevocably appoints each Joint Bookrunner and any duly
authorised officer of a Joint Bookrunner as its agent for the
purpose 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 for which it
agrees to subscribe upon the terms of this Appendix;
38. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, undertakings, acknowledgements, agreements and
indemnities on behalf of each such accounts;
39. time is of the essence as regards its obligations under this
Appendix;
40. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
41. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the
Company;
42. the terms set out in this Appendix and the allocation of
Placing Shares (including the subscription amount payable) as
confirmed to a Placee, constitute the entire agreement to the terms
of the Placing and a Placee's participation in the Placing to the
exclusion of prior representations, understandings and agreements
between the Placee and any Joint Bookrunner and any variation of
such terms must be in writing signed by or on behalf of the Joint
Bookrunners;
43. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Placing, and any dispute or
claim arising out of or in connection with the Placing or formation
thereof (including non-contractual disputes or claims), will be
governed by and construed in accordance with English law 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 in relation to any claim, dispute or matter (including
non-contractual disputes or claims) arising out of such contract,
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or each Joint
Bookrunner 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; and
44. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, undertakings,
acknowledgements, and agreements, which are given to the Joint
Bookrunners on their own behalf and as agents for and on behalf of
the Company and are irrevocable.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
affiliates, agents, directors, officers and employees harmless, on
an after-tax basis, from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of any of the representations,
warranties, undertakings, acknowledgements, agreements and
indemnities given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by a Joint
Bookrunner, the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this
Appendix, and further agrees that the provisions of this Appendix
shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
and to hold harmless, on an after-tax basis, the Company and the
Joint Bookrunners in the event that either the Company and/or a
Joint Bookrunner have incurred any such liability to such taxes or
duties.
The representations, warranties, undertakings, acknowledgements,
agreements, and indemnities contained in this Appendix are given to
each Joint Bookrunner for itself and as agent for and on behalf of
the Company and are irrevocable and not capable of termination.
finnCap is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for the
Company and no one else in connection with the Placing and other
matters referred to in this Announcement, and finnCap will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to the clients of
finnCap or for providing advice in relation to the Placing or any
other matters referred to in this Announcement. finnCap is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. finnCap has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by finnCap for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
W H Ireland is authorised and regulated in the United Kingdom by
the Financial Conduct Authority and is acting exclusively for the
Company and no one else in connection with the Placing and other
matters referred to in this Announcement, and W H Ireland will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to W H Ireland's
clients or for providing advice in relation to the Placing or any
other matters referred to in this Announcement. WH Ireland is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. WH Ireland has not authorised
the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by WH Ireland for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any material information.
Clarksons is deemed authorised and regulated by the Financial
Conduct Authority. Details of the Temporary Permissions Regime,
which allows EEA-based firms to operate in the UK for a limited
period while seeking full authorisation, are available on the
Financial Conduct Authority's website. Clarksons is acting
exclusively for the Company and no one else in connection with the
Placing and other matters referred to in this Announcement, and
Clarksons will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
Clarksons' clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Clarksons is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Clarksons has not
authorised the contents of, or any part of, this Announcement, and
no liability whatsoever is accepted by Clarksons for the accuracy
of any information or opinions contained in this Announcement or
for the omission of any material information.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that a Joint Bookrunner may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
a Joint Bookrunner 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 relevant rules and regulations of the FCA made
under the FSMA. Each 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 a Joint
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee
and the Placee will rank only as a general creditor of the relevant
Joint Bookrunner.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Placees will be notified of any
changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
into, or forms part of, this Announcement.
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
IOESEAFISEFSEDL
(END) Dow Jones Newswires
April 20, 2021 11:45 ET (15:45 GMT)
Savannah Resources (LSE:SAV)
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