TIDMZNWD
RNS Number : 4876V
Zinnwald Lithium PLC
13 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the UK Market Abuse Regulation.
With the publication of this announcement, this information is now
considered to be in the public domain.
Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector:
Mining
13 December 2021
Zinnwald Lithium plc ("Zinnwald" or the "Company")
Proposed Equity Fundraising
Zinnwald Lithium plc, the German focused lithium development
company, is pleased to announce a proposed fundraising via the
issue of new ordinary shares of GBP0.01 each in the Company ("New
Ordinary Shares") at a price of 15.5 pence per New Ordinary Share
(the "Placing Price") to raise gross proceeds of a minimum of
approximately GBP4.0 million via a placing (the "Placing") of New
Ordinary Shares to eligible institutional and professional
investors (the "Placing Shares"). The Company will also conduct a
Retail Offer (as defined below) (together, the "Placing" and the
"Retail Offer", are the "Fundraising"). The Placing will be
conducted via an accelerated bookbuild (the "Bookbuild"), further
details of which can be found in the appendix of this
announcement.
The net proceeds from the Fundraising (the "Fundraising
Proceeds") will be used to advance the Company's wholly owned
Zinnwald Lithium Project in Germany (the "Project") towards a value
optimised bankable feasibility study for lithium hydroxide and
explore the potential to expand the size and scope of the
Project.
The New Ordinary Shares to be issued in relation to the
Fundraising will be issued utilising the Company's existing share
authorities to issue new ordinary shares on a non-pre-emptive
basis, as approved by the Company's shareholders at the June 2021
Annual General Meeting. The Placing has been arranged by Oberon
Capital, broker to the Placing.
The Placing Price represents a 17.5% discount to the five-day
volume-weighted average price of a Zinnwald ordinary share as at 10
December 2021 .
The Directors recognise the importance of giving retail
shareholders and investors an opportunity to participate in the
Company's ongoing funding should they be unable to participate in
the Placing. Consequently, the Company intends to make an offer on
the PrimaryBid platform of New Ordinary Shares at the Placing Price
(the "Retail Offer"). To the extent it is able, the Company will
prioritise existing Zinnwald shareholders in the Retail Offer.
Further details of the Retail Offer will be announced shortly.
Rationale for the Fundraising and Use of Fundraising
Proceeds
Following completion in June 2021 of the acquisition of the
remaining 50% of the Project that it did not already own, the
Company has been working to refine the Project and identify the
areas that require further development to optimise the Project and
move it towards being construction-ready. The main uses of the
Fundraising Proceeds will therefore be as follows:
-- Drilling - exploration drilling on the Falkenhain licence to
test historic drilling and determine the potential to expand the
total project size and resource. In addition, infill drilling on
the Zinnwald licence to refine the operational mine plan and
potential increased mining rate.
-- Testwork and value optimisation - refinement of the lithium
hydroxide flow sheet; assess new methods to optimise the bulk ore
sorting and screening process; assess the potential for viable tin
recovery; explore opportunities to utilise existing local
infrastructure; and advance the operational and environmental
permits required.
-- Working capital and general corporate purposes - land and
property purchases in the area, and general corporate and
administrative costs.
Overview of Zinnwald and Current Trading
Zinnwald is an AIM quoted, German focused lithium development
company focussed on becoming an important supplier to Europe's
fast-growing battery sector. The Company owns the Zinnwald Lithium
Project in Germany, an advanced development project with attractive
economics and approved mining licence. A Feasibility Study,
published in June 2019, highlighted a EUR428m pre-tax NPV, a
pre-tax IRR of 27.4% and a 46% EBITDA margin for Zinnwald. The
Project is located in the heart of Europe's chemical and automotive
industries and has the potential to be one of Europe's more
advanced battery grade lithium projects.
The business performed in line with management expectations in
2020 and continues to do so in 2021.
The Placing
Zinnwald has entered into a placing agreement (the "Placing
Agreement") with Oberon Capital. As part of the Bookbuild, Henry
Maxey, an existing 11.7% shareholder in the Company, has committed
to subscribe for up to 25,806,451 Placing Shares at the Placing
Price, representing a maximum commitment of GBP4.0 million. It is
anticipated that demand from other investors in the Bookbuild will
lead to Mr Maxey's subscription being scaled back, subject to Mr
Maxey receiving a minimum subscription of 6,451,612 New Ordinary
Shares at the Placing Price, representing a minimum subscription of
GBP1.0 million. Further details relating to Mr Maxey's subscription
are set out below.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares
including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue.
The Company will apply for the New Ordinary Shares, to be issued
in relation to the Fundraising, to be admitted to trading on AIM
("Admission") and Admission is expected to occur on or around 20
December 2021.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement between the Company and Oberon
Capital becoming unconditional and not being terminated.
The Bookbuild will be launched immediately following this
announcement by Oberon Capital. The Placing is subject to the terms
and conditions set out in the appendix to this announcement (which
forms part of this announcement, such announcement and its appendix
together being the "Announcement").
Related party transaction
Henry Maxey is a substantial shareholder in the Company with a
shareholding of approximately 11.7% of the Company's current issued
share capital. Mr Maxey has entered an agreement with the Company
(the "Commitment Agreement") to subscribe for New Ordinary Shares
in the Placing for up to a value of GBP4.0 million, such quantum to
be adjusted downwards, subject to (i) scaleback as a result of the
Bookbuild; and (ii) Mr Maxey receiving a minimum allocation of New
Ordinary Shares to a value of GBP1.0 million in the Placing. The
Board considers that the Commitment Agreement is an important
factor in the Placing proceeding and, as part thereof, has
therefore agreed to issue 258,064 New Ordinary Shares (the
"Commitment Shares") to Mr Maxey, equivalent to approximately
GBP40,000 at the Placing Price. The entry into the Commitment
Agreement between the Company and Mr Maxey constitutes a related
party transaction pursuant to rule 13 of the AIM Rules for
Companies. The Directors of the Company consider, having consulted
with the Company's Nominated Adviser, that the terms of the
transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
Anton du Plessis, Chief Executive Officer of Zinnwald,
commented:
" We are delighted to have received such strong support from
existing and new investors, which further strengthens our
confidence in the Zinnwald Lithium Project. The funds to be raised
in the Placing will allow us to start 2022 with the capacity to
advance several important work streams that we believe will be
important to allow us to demonstrate an enhanced project concept
that demonstrates the strengths we believe are inherent in the
Project. I look forward to providing further updates as we advance
these workstreams."
For further information contact:
Anton du Plessis Zinnwald Lithium plc info@zinnwaldlithium.com
David Hart / Liz Allenby Capital Limited
Kirchner (Nominated Adviser) +44 (0) 20 3328 5656
Mike Seabrook /
Robert Hayward / Oberon Capital +44 (0) 20 3179 5344
Chris Crawford (Broker to the Fundraising) +44 (0) 20 3179 5315
Isabel de Salis St Brides Partners info@stbridespartners.co.uk
/ Oonagh Reidy Ltd
(Financial PR)
Notes
Zinnwald Lithium plc (EPIC: ZNWD.L) is an AIM quoted, German
focused lithium development company focussed on becoming an
important supplier to Europe's fast-growing battery sector. The
Company owns the Zinnwald Lithium Project in Germany, a late-stage
development project with attractive economics and approved mining
licence. A Feasibility Study, published in June 2019, highlighted a
EUR428m pre-tax NPV, a pre-tax IRR of 27.4% and a 46% EBITDA margin
for Zinnwald. The project is located in the heart of Europe's
chemical and automotive industries and has the potential to be one
of Europe's most advanced battery grade lithium projects.
Notice to Distributors
Solely for the purposes of the product governance requirement
contained in Chapter 3 of the FCA Product Intervention and Product
Governance Sourcebook (together, the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the 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, as defined under
the FCA Handbook Conduct of Business Sourcebook, and (ii) eligible
for distribution through all permitted distribution channels (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
offers no guaranteed income and no capital protection; and an
investment in the Placing is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Oberon Capital will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of the FCA Handbook Conduct of Business Sourcebook
COBS 9A and 10A respectively; 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.
APPIX
TERMS AND CONDITIONS OF THE BOOKBUILD
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE DIRECTED ONLY AT: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 ("EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS
PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT
TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
MENTIONED HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED 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 CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this announcement.
If a person indicates to Oberon Investments Limited (trading as
Oberon Capital) ("Oberon") that it wishes to participate in the
Placing by making an oral or written offer to acquire Placing
Shares (each such person, a "Placee") it will be deemed to have
read and understood these terms and conditions and the announcement
of which they form a part in their entirety and to be making such
offer on the terms and conditions, and to be providing the
representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed
to be made by Placees.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it 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" in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act ("Regulation S") and it is
acquiring beneficial interests in the Placing Shares for its own
account; if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings, and
acknowledgements herein on behalf of each such person; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, any 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in the United
Kingdom or a member state of the EEA, or in circumstances in which
the prior consent of Oberon has been given to each such proposed
offer or resale
This announcement, including this Appendix, does not constitute
an offer to sell, or a solicitation of an offer to buy, securities
in the United States. Securities may not be offered or sold in the
United States absent (i) registration under the Securities Act or
(ii) an available exemption from, or in a transaction not subject
to, registration under the Securities Act. The securities mentioned
herein have not been, and will not be, registered under the
Securities Act. The Placing Shares are being offered and sold
outside the United States in "offshore transactions" in accordance
with Regulation S. There will be no public offering of the
securities in the United States.
The distribution of these terms and conditions and the offer
and/or placing of Placing Shares in certain other jurisdictions may
be restricted by law. No action has been taken by Oberon or the
Company that would permit an offer of the Placing Shares or
possession or distribution of these terms and conditions or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required, save
as mentioned above. Persons into whose possession these terms and
conditions come are required by Oberon and the Company to inform
themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this announcement. Each
Placee, by participating in the Placing, agrees that it has neither
received nor relied on any other information, representation,
warranty or statement made by or on behalf of Oberon or the Company
and none of Oberon, the Company, nor any person acting on such
person's behalf nor any of their respective affiliates has or shall
have liability for any Placee's decision to accept this invitation
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. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of Oberon or
any of its affiliates, their respective directors, officers,
employees, agents, advisers, or any other person, as to the
accuracy, completeness, correctness or fairness of the information
or opinions contained in this announcement or for any other
statement made or purported to be made by any of them, or on behalf
of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such
information or opinions or for any errors or omissions.
Accordingly, save to the extent permitted by law, no liability
whatsoever is accepted by Oberon or any of its directors, officers,
employees or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this announcement
or such information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus.
These terms and conditions do not constitute or form part of,
and should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement to
enter into investment activity, nor shall these terms and
conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in these terms and
conditions is intended to be nor may be construed as a profit
forecast and no statement made herein should be interpreted to mean
that the Company's profits or earnings per share for any future
period will necessarily match or exceed historical published
profits or earnings per share of the Company.
Proposed Placing of New Ordinary Shares
Placees are referred to these terms and conditions and this
announcement containing details of, inter alia, the Placing. These
terms and conditions and this announcement have been prepared and
issued by the Company, and is the sole responsibility of the
Company. Application will be made to the London Stock Exchange for
admission of the Placing Shares ("Admission") to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on or
around 20 December 2021.
The New Ordinary Shares issued under the Placing, when issued
and fully paid, will be identical to, and rank pari passu with, the
existing ordinary shares, including the right to receive all
dividends and other distributions declared, made or paid on the
existing ordinary shares after Admission.
Bookbuilding process
Commencing today, Oberon will be conducting the Bookbuild to
determine demand for participation in the Placing. Oberon will seek
to procure Placees as agent for the Company as part of this
Bookbuild. These terms and conditions give details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild
(a) Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be and are
invited to participate by Oberon. Oberon and its affiliates are
entitled to offer to subscribe for Placing Shares as principal in
the Bookbuild.
(b) Oberon are arranging the Placing as agent of the Company.
(c) By participating in the Placing, Placees will be deemed to
have read and understood this announcement and these terms and
conditions in their entirety and to be participating and making an
offer for any Placing Shares on these terms and conditions, and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings, contained in these terms and
conditions.
(d) Any offer to subscribe for Placing Shares should state the
aggregate number of Placing Shares which the Placee wishes to
acquire or the total monetary amount which it wishes to commit to
acquire Placing Shares at the Placing Price. The Placing Price will
be payable by the Placees in respect of the Placing Shares
allocated to them.
(e) The Bookbuild is expected to close on 13 December 2021 but
may close earlier or later, at the discretion of Oberon and the
Company. The timing of the closing of the books and allocations
will be agreed between Oberon and the Company following completion
of the Bookbuild (the "Allocation Policy"). Oberon may, in
agreement with the Company, accept offers to subscribe for Placing
Shares that are received after the Bookbuild has closed.
(f) An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions and will be
legally binding on the Placee by which, or on behalf of which, it
is made and will not be capable of variation or revocation after
the close of the Bookbuild.
(g) Subject to paragraph (e) above and (h) below, Oberon
reserves the right not to accept an offer to subscribe for Placing
Shares, either in whole or in part, on the basis of the Allocation
Policy and may scale down any offer to subscribe for Placing Shares
for this purpose.
(h) If successful, each Placee's allocation will be confirmed to
it by Oberon following the close of the Bookbuild. Oral or written
confirmation (at Oberon's discretion) from Oberon to such Placee
confirming its allocation will constitute a legally binding
commitment upon such Placee, in favour of Oberon and the Company to
acquire the number of Placing Shares allocated to it on the terms
and conditions set out herein. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Company,
to pay to Oberon (or as Oberon may direct) as agent for the Company
in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares allocated to such
Placee.
(i) The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued (the "Placing Results Announcement"). It is expected that
such Placing Results Announcement will be made as soon as
practicable after the close of the Bookbuild.
(j) 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 specified, on the basis explained
below under the paragraph entitled "Registration and
Settlement".
(k) No commissions are payable to Placees in respect of the Placing.
(l) By participating in the Bookbuild, 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. All obligations under
the Placing will be subject to the fulfilment of the conditions
referred to below under the paragraphs entitled "Conditions of the
Placing" and "Termination of the Placing Agreement".
Conditions of the Placing
The obligations of Oberon under the Placing Agreement in respect
of the Placing Shares are conditional on, amongst other things:
(a) Admission having occurred not later than 8.00 a.m. on 20
December 2021 or such later date as the Company and Oberon may
agree, but in any event not later than 8.00 a.m. on 31 December
2021;
(b) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and
(c) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading at any time before Admission and no
fact or circumstance having arisen which would render any of the
warranties untrue or inaccurate or misleading if it was repeated as
at Admission.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Oberon by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Oberon, at its discretion and upon such terms as it thinks fit,
may waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this announcement.
Neither Oberon nor the Company nor any other person shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Oberon.
By participating in the Placing, each Placee agrees that
Oberon's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Termination of the Placing Agreement".
Termination of the Placing Agreement
Oberon is entitled at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst
other things:
(a) the Company is in material breach of any provision of the Placing Agreement; or
(b) Oberon becomes aware of any circumstance which results in a
breach of any of the warranties given by the Company in the Placing
Agreement or which results in or might result in a breach of any of
the warranties when deemed given; or
(c) any change or development (including, without limitation,
any change or development in economic, financial, political,
diplomatic or other market conditions or any change in any
government regulation (including a material deterioration in, or a
material escalation in response to, the COVID-19 pandemic)) has
occurred or is likely to occur which, in the good faith opinion of
Oberon, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or
prospects of the Company's group or otherwise makes it impractical
or inadvisable for Oberon to perform its obligations under the
Placing Agreement. For these purposes "market conditions" includes
conditions affecting securities in the business sector in which the
Company operates and conditions affecting securities generally.
By participating in the Placing, each Placee agrees with Oberon
that the exercise by Oberon of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Oberon and that Oberon need not make any reference to
the Placees in this regards and that, to the fullest extent
permitted by law, neither the Company nor Oberon nor any branch,
affiliate or associated undertaking of either the Company or Oberon
nor any of their respective directors, officers and employees shall
have any liability whatsoever to the Placees in connection with any
such exercise or failure to so exercise.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant
to the Placing and any allocation of the Placing Shares to be
issued pursuant to the Placing will be notified to them on or
around 14 December 2021 (or such other time and/or date as the
Company and Oberon may agree).
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission of the Placing Shares will take place within the CREST
system, subject to certain exceptions. Oberon and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not possible within the
CREST system within the timetable set out in this announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction. Each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions which they have in place with Oberon.
Settlement for the Placing will be on a delivery versus payment
basis and settlement is expected to take place on or around 20
December 2021. Interest is chargeable daily on payments to the
extent that value is received after the due date from Placees at
the rate of 2 percentage points above prevailing LIBOR. Each Placee
is deemed to agree that if it does not comply with these
obligations, Oberon may sell any or all of the Placing Shares
allocated to it on its behalf and retain from the proceeds, for its
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. By communicating a bid
for Placing Shares, each Placee confers on Oberon all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Oberon may lawfully
take in pursuance of such sale. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon
any transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Oberon and the Company, the following:
1. in consideration of its allocation of a placing
participation, to subscribe at the Placing Price for any Placing
Shares comprised in its allocation for which it is required to
subscribe pursuant to these terms and conditions;
2. it has read and understood this announcement (including these
terms and conditions) in its entirety and that it has neither
received nor relied on any information given or any investigations,
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 (including these terms and conditions) that in
accepting the offer of its placing participation it will be relying
solely on the information contained in this announcement (including
these terms and conditions) and undertakes not to redistribute or
duplicate such documents;
3. its oral or written commitment will be made solely on the
basis of the information set out in this announcement and the
information publicly announced to a Regulatory Information Service
by or on behalf of the Company on the date of this announcement,
such information being all that such Placee deems necessary or
appropriate and sufficient to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given, or representations or
warranties or statements made, by Oberon or the Company nor any of
their respective affiliates and neither Oberon nor the Company will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement;
4. the content of this announcement and these terms and
conditions are exclusively the responsibility of the Company and it
agrees that neither Oberon nor any of its affiliates nor any person
acting on behalf of any of them will be responsible for or shall
have liability for any information, representation or statements
contained therein or any information previously published by or on
behalf of the Company, and neither Oberon nor the Company, nor any
of their respective affiliates or any person acting on behalf of
any such person will be responsible or liable for a Placee's
decision to accept its placing participation;
5. (i) it has not relied on, and will not rely on, any
information relating to the Company contained or which may be
contained in any research report or investor presentation prepared
or which may be prepared by Oberon or any of its affiliates; (ii)
none of Oberon, its affiliates or any person acting on behalf of
any of such persons has or shall have any responsibility or
liability for public information relating to the Company; (iii)
none of Oberon, its affiliates or any person acting on behalf of
any of such persons has or shall have any responsibility or
liability for any additional information that has otherwise been
made available to it, whether at the date of publication of such
information, the date of these terms and conditions or otherwise;
and that (iv) none of Oberon, its affiliates or any person acting
on behalf of any of such persons makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of any such information referred to in (i) to (iii)
above, whether at the date of publication of such information, the
date of this announcement or otherwise;
6. it has made its own assessment of the Company and has relied
on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing,
and has satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its decision
to participate in the Placing;
7. it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person, (ii) it is and will remain liable to the Company and Oberon
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person), (iii) if it is in the United Kingdom, it is a
person (a) who has professional experience in matters relating to
investments and who falls within the definition of "investment
professionals" in Article 19(5) of the Order or who falls within
Article 49(2) of the Order, and (b) is a qualified investor" within
the meaning of Article 2(e) of the UK Prospectus Regulation, (iv)
if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, 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 other than Qualified Investors or in
circumstances in which the prior consent of Oberon 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 other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons; (v) if it is a person in a member state of the EEA
(each, a "Relevant Member State") who acquires any Placing Shares
pursuant to the Placing, it is a Qualified Investor within the
meaning of Article 2(e) of the EU Prospectus Regulation; (vi) if it
is a person in the EEA who is a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Relevant Member State other than
Qualified Investors or in circumstances in which the prior consent
of Oberon has been given to the offer or resale; or where Placing
Shares have been acquired by it on behalf of persons in any
Relevant Member State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
8. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person, prior to the
information being made generally available;
9. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal
Justice (Money Laundering and Terrorism Financing) Act 2010 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be
required by the Regulations;
10. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
11. it is not acting in concert (within the meaning given in the
City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
12. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the
United Kingdom;
13. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in these terms and conditions);
14. unless otherwise agreed by the Company (after agreement with
Oberon), it is not, and at the time the Placing Shares are
subscribed for and purchased will not be, subscribing for and on
behalf of a resident of the United States, Canada, Australia,
Japan, the Republic of South Africa or any other territory in which
the Placing Shares may not be offered, sold, transferred, delivered
or distributed (each an "Excluded Territory") and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
15. it does not expect Oberon to have any duties or
responsibilities towards it for providing protections afforded to
clients under the rules of the FCA Handbook (the "Rules") or
advising it with regard to the Placing Shares and that it is not,
and will not be, a client of Oberon as defined by the Rules.
Likewise, any payment by it will not be treated as client money
governed by the Rules;
16. any exercise by Oberon of any right to terminate the Placing
Agreement or of other rights or discretions under the Placing
Agreement or the Placing shall be within Oberon's absolute
discretion and Oberon shall not have any liability to it whatsoever
in relation to any decision to exercise or not to exercise any such
right or the timing thereof;
17. neither it, nor the person specified by it for registration
as a holder of Placing Shares is, or is acting as nominee(s) or
agent(s) for, and that the Placing Shares will not be allotted to,
a person/person(s) whose business either is or includes issuing
depository receipts or the provision of clearance services and
therefore that the issue to the Placee, or the person specified by
the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance system;
18. the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be, and acknowledges that Oberon and the Company will not
be responsible for any liability to pay stamp duty or stamp duty
reserve tax (together with interest and penalties) resulting from a
failure to observe this requirement; and each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing on the basis that the Placing Shares will be allotted to a
CREST stock account of Oberon who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to
acquire Placing Shares for that managed account;
20. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with
applicable laws and regulations;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, 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;
22. it has not offered or sold and will not offer or sell any
Placing Shares to persons in any member state of the EEA prior to
Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and will not result in an
offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
23. participation in the Placing is on the basis that, for the
purposes of the Placing, it is not and will not be a client of
Oberon and that Oberon does not have any duties or responsibilities
to it for providing the protections afforded to its clients nor for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or the contents of these terms and
conditions;
24. to provide Oberon or the Company (as relevant) with such
relevant documents as they may reasonably request to comply with
requests or requirements that either they or the Company may
receive from relevant regulators in relation to the Placing,
subject to its legal, regulatory and compliance requirements and
restrictions;
25. any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on its behalf
and on behalf of any Placee on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by Oberon 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;
26. to fully and effectively indemnify and hold harmless the
Company, Oberon and each of their respective affiliates,
subsidiaries, branches, associates and holding companies, and in
each case their respective directors, employees, officers and
agents from and against any and all losses, claims, damages and
liabilities (i) arising from any breach by such Placee of any of
the provisions of these terms and conditions and (ii) incurred by
Oberon and/or the Company arising from the performance of the
Placee's obligations as set out in these terms and conditions;
27. to indemnify on an after-tax basis and hold the Company,
Oberon and any of their affiliates and any person acting on their
behalf harmless from any and all losses, claims, damages,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgments, agreements and
undertakings in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Issue;
28. in making any decision to subscribe for the Placing Shares,
(i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it 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; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved; (iv)
it has had sufficient time to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and (v) will not look to Oberon or any of their
respective affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
29. its commitment to acquire Placing Shares 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 Oberon's conduct of the Placing;
and
30. Oberon and the Company and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and undertakings which
are irrevocable. Please also note that 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 UK relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. Such agreement assumes
that such Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in such
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company nor Oberon would be
responsible and Placees shall indemnify the Company and Oberon on
an after-tax basis for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of Oberon and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent. If this is the case, it would be sensible for
Placees to take their own advice and they should notify Oberon
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 UK 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.
The Company and Oberon will rely upon the truth and accuracy of
each of the foregoing representations, warranties and
undertakings.
Miscellaneous
The Company reserves the right to treat as invalid any
application or purported application for Placing Shares that
appears to the Company or its agents to have been executed,
effected or dispatched from the United States or an Excluded
Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in an Excluded Territory or the
United States, or any other jurisdiction outside the United Kingdom
in which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing
with Oberon, any money held in an account with Oberon on behalf of
the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from Oberon's money in accordance with the client money
rules and will be used by Oberon in the course of their own
business; and the Placee will rank only as a general creditor of
Oberon.
Each Placee agrees to be bound by the Company's articles of
association (as amended from time to time) once the Placing Shares
which such Placee has agreed to acquire have been acquired by such
Placee.
These provisions may be waived, varied or modified as regards
specific Placees or on a general basis by Oberon
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in these terms and
conditions may be subject to amendment. Oberon will notify Placees
and any persons acting on behalf of the Placees of any changes.
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END
IOEFZMMZVFGGMZM
(END) Dow Jones Newswires
December 13, 2021 11:32 ET (16:32 GMT)
Erris Resources (LSE:ERIS)
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