TIDMCHAR
RNS Number : 9829F
Chariot Oil & Gas Ld
27 February 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
Chariot Oil & Gas Limited ("Chariot" or the "Company")
27 February 2018
Conditional Placing, Open Offer
and
Notice of General Meeting
Chariot Oil & Gas Limited (AIM: CHAR), the Atlantic margins
focused oil and gas exploration company, is pleased to announce
that it has conditionally raised total gross proceeds of
approximately US$15 million (GBP10.7 million) by the conditional
placing of 82,582,747 New Ordinary Shares (the "Placing") at an
issue price of 13 pence per New Ordinary Share (the "Issue Price").
Furthermore, it proposes to raise up to a further EUR5.0 million
(GBP4.4 million) by the issue of up to a further 33,609,150 New
Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders at the Issue Price.
Fundraising Highlights:
-- Placing to new and existing institutional and other investors
to raise gross proceeds of approximately US$15 million (GBP10.7
million);
-- The Placing is being undertaken to allow the Group to deliver
a second well within the near term comprising the drilling of
Prospect S in Namibia, in addition to the carried drilling of the
RD-1 well in Morocco by Eni;
-- Open Offer to raise gross proceeds of up to a further EUR5.0
million (GBP4.4 million) from Qualifying Shareholders, to provide
additional funding for ongoing work programmes and working capital
for the Group;
-- Open Offer on the basis of 1 New Ordinary Share for every 8
Existing Ordinary Shares held (if the value of sterling fluctuates
before the issue of the Circular, the number of Open Offer Shares
issued may change as described in the Key Statistics section
below);
-- The Fundraising is subject to approval at the General Meeting; and
-- A Circular to Shareholders in respect of the Fundraising is
expected to be posted on 6 March 2018 giving notice of the General
Meeting to be held on 27 March 2018 at 10.00 a.m. at the offices of
finnCap Ltd, 60 New Broad Street, London EC2M 1JJ. A copy of the
Circular will be available on the Company's website
www.chariotoilandgas.com.
Reasons for the Fundraising and Use of Proceeds:
-- The delivery of a second well in 2018 targeting a giant
potential prospect increases the Group's ability to create
transformational stakeholder value through the discovery of
material accumulations of hydrocarbons;
-- Success in either the fully carried RD-1 well in Morocco or
Prospect S in Namibia has the potential to create transformational
value for the Company;
-- Drilling of Prospect S (Namibia) is targeted for the second
half of 2018 and will be funded by net proceeds of the Placing,
alongside the Company's existing cash resources;
-- Netherland Sewell & Associates ("NSAI") estimate that
Prospect S has a gross mean prospective resource at current equity
levels of 300mmbls net to Chariot, plus a potential upside of
1.4Bnbbls in other prospects within this licence; and
-- Having captured the bottom of the seismic market with
extensive surveys in Morocco and Namibia the Company now aims to
drill its high impact portfolio of targets in the current
environment of historically low rig rates ahead of the industry
return to exploration.
Larry Bottomley, CEO of Chariot Oil & Gas, said:
"This fundraise will represent another major step forward for
Chariot, and one which allows the Company to participate in two
giant-scale wells in this calendar year whilst capturing the bottom
of the cost cycle for drilling. Success in either well would be
transformational, and would also de-risk significant additional
portfolio in the relevant licence. This comes after continued
investment throughout the portfolio during the industry downturn
which has allowed Chariot to build a drilling and prospect
inventory of giant-scale opportunities. We will continue to
progress operations in Namibia to drill Prospect S in H2 this year
to benefit from synergies with third-party operations, and, in
combination with our other partners, we continue to support Eni in
their operations on the RD-1 well in Morocco which is scheduled to
spud in March 2018.
This demonstrates that the equity markets support Chariot's
investment thesis, which is in part a testament to our performance
in risk management, delivered through our excellent in-house
technical team, and our continued focus on capital discipline. We
look forward to welcoming new investors and are grateful for the
continuing support of existing shareholders who have the
opportunity to participate through the Open Offer. We appreciate
both groups for supporting Chariot in a very exciting near-term
drilling programme as well as for the continued development of the
Company's broader portfolio in Brazil and our other permits in
Morocco."
Investor Conference Call:
Management of Chariot will host a conference call for investors
at 11.00 am (GMT) today (27 February 2018). Dial in details for the
call are shown below and participants should request to join the
'Chariot Oil & Gas Investor Call'.
Dial in number: +44 (0)330 336 9411
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular, an extract of which is included below.
Enquiries:
For further information please visit www.chariotoilandgas.com or
contact:
Chariot Oil & Gas Limited
Larry Bottomley, CEO +44 (0)20 7318 0450
finnCap (Nominated Adviser and Joint Broker)
Matt Goode, Christopher Raggett, Anthony Adams (Corporate
Finance)
Emily Morris, Abigail Wayne (Corporate Broking) +44 (0)20 7220 0500
Cenkos Securities PLC (Joint Broker)
Neil McDonald, Derrick Lee (Corporate Finance)
Joe Nally, Leif Powis (Corporate Broking) +44 (0)20 7397 8900
Celicourt Communications (Financial PR)
Mark Antelme, Henry Lerwill, Jimmy Lea +44 (0)20 7520 9261
NOTES TO EDITORS
ABOUT CHARIOT
Chariot Oil & Gas Limited is an independent oil and gas
exploration group. It holds licences covering two blocks in
Namibia, three blocks in Morocco and four blocks in the
Barreirinhas Basin offshore Brazil. All of these blocks are
currently in the exploration phase.
The ordinary shares of Chariot Oil & Gas Limited are
admitted to trading on the AIM, a market operated by the London
Stock Exchange under the symbol 'CHAR'.
IMPORTANT NOTICES
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Notices" section of this announcement and in the
Appendix.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014. Upon the publication of this
announcement via regulatory news service this inside information is
now considered to be in the public domain.
This announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this announcement has
not been approved by or filed with the Financial Conduct
Authority.
finnCap and Cenkos, which are authorised and regulated in the
United Kingdom by the FCA, are acting as joint brokers (and, in the
case of finnCap, acting as nominated advisor to the Company for the
purposes of the AIM Rules) exclusively for the Company and no one
else and will not be responsible to any other person for providing
protections afforded to their customers nor for providing advice in
relation to the contents of this announcement. No representation,
warranty, express or implied, is made by the Brokers for the
accuracy of any information or opinions contained in this
announcement or the omission of any material information, nor have
the Brokers authorised the contents of this announcement for any
purpose and no liability whatsoever is accepted by them. The
Brokers expressly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
announcement. No statement in this announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Group undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
KEY STATISTICS
Closing price of Existing Ordinary 20.3 pence
Shares on 23 February 2018
Basis of Open Offer* 1 Open Offer
Share for every
8 Existing Ordinary
Shares
Issue Price 13 pence
Number of Existing Ordinary Shares
in issue on the Record Date 268,873,197
Number of New Ordinary Shares
to be issued the Company pursuant
to the Placing 82,582,747
Number of New Ordinary Shares
to be issued pursuant to the Open
Offer* 33,609,150
Minimum dilution as a result of 23 per cent.
the Placing
Enlarged Share Capital if no take-up
under the Open Offer 351,455,944
Enlarged Share Capital if full
take-up under the Open Offer* 385,065,094
Gross proceeds of the Fundraising* GBP15.1 million
Net proceeds of the Fundraising* GBP14.3 million
ISIN of the Ordinary Shares GG00B2R9PM06
SEDOL of the Ordinary Shares B2R9PM0
ISIN for Basic Entitlements GG00BD6GZY15
ISIN for Excess Open Offer Entitlements GG00BD6GZZ22
*assuming full take-up under the Open Offer. For regulatory
reasons, the amount offered under the Open Offer must be less than
the sterling equivalent of EUR5 million at the time the offer to
Qualifying Shareholders is made. Therefore if the value of sterling
increases against the value of the euro before the issue of the
Circular, the number of Ordinary Shares issued for every Existing
Ordinary Share may need to be changed to satisfy regulatory
requirements, and the number of Ordinary Shares issued and amount
raised from the Open Offer would change accordingly. In such case,
a further announcement will be released.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 7.00 a.m. on 27
February 2018
Record Date for entitlements 5.30 p.m. on 2
under the Open Offer March 2018
Dispatch of the Circular, the 6 March 2018
Form of Proxy and, to Qualifying
Non-CREST Shareholders only,
the Application Form
Ex-entitlement date for the 7 March 2018
Open Offer
Basic Entitlements and Excess 7 March 2018
Entitlements credited to stock
accounts of Qualifying CREST
Shareholders
Recommended latest time for 4.30 p.m. on 19
requesting withdrawal of Basic March 2018
Entitlements and Excess Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 20
Basic Entitlements and Excess March 2018
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 21
of Application Forms (to satisfy March 2018
bona fide market claims only)
Latest time for receipt of 10.00 a.m. on 23
Forms of Proxy March 2018
Latest time and date for receipt 10.00 a.m. on 23
of completed Application Forms March 2018
from Qualifying Non-CREST Shareholders
and payment in full under the
Open Offer or settlement of
relevant CREST instructions
(as appropriate)
General Meeting 10.00 a.m. on 27
March 2018
Announcement of the results 27 March 2018
of the Open Offer
Announcement of the results 27 March 2018
of the General Meeting
Issue of Placing Shares and 28 March 2018
Open Offer Shares
Admission and commencement 8.00 a.m. on 28
of dealings in the Enlarged March 2018
Share Capital expected to commence
on AIM
CREST accounts expected to 28 March 2018
be credited
Definitive share certificates 6 April 2018
to be dispatched by
Each of the times and dates above is subject to change. Any such
change will be notified by an announcement on a Regulatory
Information Service.
The following text is extracted from the proposed Circular (on
the basis of 1 Open Offer Share for every 8 Existing Ordinary
Shares):
1. Introduction
Chariot Oil & Gas Limited has raised through a conditional
placing from institutional investors approximately US$15 million
(GBP10.7 million) before expenses, by the issue of 82,582,747 New
Ordinary Shares at 13 pence each. The Company also proposes to make
an Open Offer to existing Shareholders to raise up to EUR5 million
(GBP4.4 million), by the issue of up to a further 33,609,150 New
Ordinary Shares at 13 pence each. The Issue Price of 13 pence per
Ordinary Share represents the same price at which Ordinary Shares
are to be issued to institutional investors and existing
Shareholders.
The Fundraising has been undertaken to deliver a two-well
programme within the near term comprising the drilling of Prospect
S in Namibia, in addition to the carried drilling of the RD-1 well
in Morocco by Eni, with success in either of these wells being
potentially transformational for Chariot. Further details on the
specific work planned by the Company and rationale for the
Fundraising are set out in paragraph 2 of Part 1 of the
Circular.
The Board is grateful for the continuing support received from
all Shareholders, and accordingly wishes to offer Shareholders the
opportunity to participate in the Fundraising by launching the Open
Offer, whereby the Company proposes to issue up to 33,609,150
further New Ordinary Shares to Qualifying Shareholders at 13 pence
each.
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 1 Open Offer Share for every 8 Existing Ordinary
Shares held at 5.30 p.m. on the Record Date, being 2 March 2018.
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional New Ordinary Shares as an Excess
Entitlement at the discretion of the Directors, up to the total
number of Open Offer Shares available to Qualifying Shareholders
under the Open Offer.
Larry Bottomley is intending to participate in the Open Offer as
set out in paragraph 7 of Part I of the Circular.
The Placing and the Open Offer are conditional, inter alia, upon
the passing of the Resolutions by Shareholders at the General
Meeting, notice of which is set out at Part 6 of the Circular.
Admission of the Placing Shares and the Open Offer Shares to
trading on AIM is expected to occur no later than 8.00 a.m. on 4
April 2018 or such later time(s) and/or date(s) as finnCap, Cenkos
and the Company may agree. Neither the Placing nor the Open Offer
have been underwritten.
The purpose of this letter is to outline the reasons for, and to
explain the terms of, the Fundraising, to explain why the Board
considers the Fundraising to be in the best interests of the
Company and Shareholders as a whole and to seek your approval to
the Resolutions at the forthcoming General Meeting, to be held at
the offices of finnCap, 60 New Broad Street, London, EC2M 1JJ on 27
March 2018 at 10.00 a.m..
2. Background to and Reasons for the Placing and Open Offer
The Fundraising has been undertaken to deliver a two-well
programme targeting giant potential prospects which would
significantly increase Chariot's access to hydrocarbons within the
near term, comprising the drilling of Prospect S in Namibia in
addition to the carried drilling of the RD-1 well in Morocco by
Eni. Success in either of these two wells has the potential to
create transformational value and de-risk the running room in each
licence.
The RD-1 well (Rabat Deep permits, Morocco) is to be drilled by
the Saipem 12000, a sixth generation ultra-deepwater drillship, and
is expected to spud in March 2018. The Group has previously
partnered with Woodside and Eni in these permits, recovering all
back-costs and securing a capped carry through drilling. Netherland
Sewell & Associates ("NSAI") estimate for this prospect is
768mmbbls gross mean prospective resource, with Chariot Oil and Gas
Investments (Morocco) Limited, a wholly owned subsidiary of the
Company, holding 10% equity interest in these permits.
Prospect S (Central Blocks, Namibia) is targeted for the second
half of 2018 and will be funded by net proceeds of the Fundraising.
The NSAI estimate of gross mean prospective resources of this
prospect at current equity levels is 300mmbbls net to Chariot, with
a potential upside of 1.4Bnbbls net in other prospects within this
licence.
The Company is looking to capitalise on the low cost window in
the oil services sector and, having captured the bottom of the
seismic market with extensive 2D and 3D surveys in Morocco, Namibia
and Brazil, has made the decision to accelerate drilling plans to
take full advantage of the historic low in the rig market to
exploit these high-margin prospects as the industry returns to
exploration. Pre-emptive funding and firm drilling commitment would
allow the Company to enter partnering discussions from a position
of financial strength and at a commercial advantage, which supports
the aim of maximizing the retention of licence equity and ensures
that these wells are drilled at the optimum point on the cost
cycle.
Chariot continues to pursue partners for its exploration
licences, and funding the drilling through the Placing strengthens
the Company's negotiating position and offers the potential to
accelerate subsequent exploration drilling, if successful, while
benefitting from the current cost cycle. In the Central Blocks in
Namibia, with success in Prospect S and with partnering, Chariot
will aim to drill the neighbouring Prospect W back-to-back and
benefit from a cost reduction by potentially using the same rig.
Similarly, partnering in any of the Group's licences has the
potential to liberate funds to progress the drilling programme,
specifically at Kenitra-1 (Kenitra Permit, Morocco), targeted for
the first half of 2019. Chariot estimates the gross mean
prospective resource at the current equity level as 350mmbbls net,
with a potential upside of 800mmbbls in other prospects in the
Kenitra and Mohammedia permits. Through the Fundraising and
partnering, Chariot could drill an additional two prospects
increasing the total potential wells drilled from two wells in the
next 18 months to four wells within the next 24 months.
3. Current Trading and Prospects
Chariot holds a portfolio of drill-ready assets in emerging and
frontier regions of the Atlantic margins. The Company has
diversified its portfolio to encompass the giant-potential,
underexplored deep-water regions offshore Morocco, Namibia and
Brazil, which has provided a range of risk and maturity across its
asset base with the potential for sustained drilling
opportunities.
Across its licences, the Group has acquired substantial seismic
datasets and a great deal of in-house technical work has been
carried out to date. The Company has identified over three billion
barrels of gross mean prospective resources within its acreage,
both in giant prospects and multiple leads with significant
follow-on potential, and the team continues to focus on maturing
key targets for drilling.
The focus of the continued investment in each of the Group's
assets is driven by the Company's ultimate goal of achieving a
drilling campaign which creates transformational value for
Shareholders. Whilst seeking transformational upside prospects, the
Group has a proven track record of prudent risk management strategy
and capital discipline.
Risk management has been delivered through portfolio diversity,
with assets in Namibia, Morocco and Brazil across a range of basins
and of varied exploration maturity; application of technology
through the acquisition of extensive 3D seismic data sets and
quality sub-surface analysis; active portfolio management, which
includes both relinquishment and new licence awards and levered
partnering with Petrobras, BP, AziNam, Cairn, Woodside and Eni. The
Group will continue to balance risk, cost and prize by looking to
secure partners to gain third party validation and share the
capital requirements of its forward exploration programme, while
optimising transformational value through protecting equity if
successful.
4. Portfolio Update
Namibia
The Group was one of the first oil and gas explorers to secure
its licence areas in deepwater offshore Namibia. As a result
Chariot holds, through its subsidiaries, a significant acreage
position totaling approximately 16,800km(2) within the Luderitz
Basin adjacent to third-party wells which have proven mature source
rock and excellent quality reservoir. Enigma Oil & Gas
Exploration (Proprietary) Limited, a wholly owned subsidiary of
Chariot Oil & Gas Investments (Namibia) Limited which in turn
is a wholly owned subsidiary of the Company, holds a 65% interest
and operatorship in the Central Blocks in partnership with AziNam
(20%), which entered into the licence through an earlier partnering
process, while the state oil company NAMCOR and a local partner
Ignitus Oil & Gas hold a 10% and 5% carried interest
respectively.
The Group has in excess of 6,000km(2) of 3D seismic data
acquired in two separate campaigns which has been used to describe
seven prospects in the play proven by drilling in neighbouring
acreage. Within the Central Blocks preparation for drilling
Prospect S in H2 2018 is underway (gross mean prospective resources
459mmbbls, NSAI estimate). An additional partnering process is
ongoing with a data room open with the strategy to undertake
back-to-back drilling potentially with the same rig on Prospect W
(gross mean prospective resource 284mmbbls), subject to success in
Prospect S. Drilling preparations are underway with an
Environmental Impact Assessment and associated studies in progress.
Detailed well engineering and tendering on rig, services, logistics
and long-lead items are underway. Discussions are ongoing to
determine any potential synergies and cost-saving with third-party
drilling planned for 2H, 2018.
Morocco
In Morocco, the Group holds acreage across three groups of
permits: Rabat Deep, Kenitra and Mohammedia, which are situated up
to 50km offshore in northern Morocco and cover a combined area of
approximately 12,800km(2) .
In Rabat Deep, Chariot Oil & Gas Investments (Morocco)
Limited (10%) is partnered with Eni (40%, operator), Woodside (25%)
and the state oil company ONHYM (25%), with the commitment well to
be funded by Eni as part of their farm-in to the permits. Spud of
RD-1 (768mmbbls gross mean prospective resources) is expected in
March 2018. As the Company announced on 7 September 2017, Eni, the
operator of the Rabat Deep licence, secured the Saipem 12000, a
sixth generation ultra-deep-water drillship, for a drilling
programme to include a one-well drilling slot in Rabat Deep in
Morocco. The Rabat Deep permits contains a further six Jurassic
leads and success in the RD-1 well would materially de-risk these
and offer significant follow-on exploration potential.
The Group used its regional depth of understanding of the
petroleum systems to expand its portfolio in Morocco, securing
first the Mohammedia permits in June 2016 and then, in early 2017,
the Kenitra permit, in line with its new venture strategy. In
Mohammedia and Kenitra, Chariot Oil & Gas Investments (Morocco)
Limited holds 75% equity and operatorship, with the remaining 25%
held by ONHYM. The Group has legacy 3D seismic data in these
licences on which a number of prospects and leads have been
identified. The Group has subsequently acquired additional 2D and
3D seismic in Q1 2017 by taking advantage of the collapse in costs
in the seismic market. The LKP-1a prospect (Mohammedia permits) is
drill-ready with the 1,027km(2) 3D campaign targeting additional
prospectivity in this area. Preparation for drilling is underway
and a dataroom across both licences is currently open. A partnering
process on the already identified and independently audited LKP-1a
prospect (350mmbbls gross mean prospective resources), and for the
internally assessed Kenitra-A lead (464mmbbls gross mean
prospective resources), is ongoing, with the aim of drilling
Kenitra-1 subject to partnering. Depending on the outcome of the
partnering process, there exists a possibility of drilling prospect
LKP-1a back-to-back with the Kenitra-1 well subject to success in
Kenitra-1.
The Group has commenced preparations for drilling in Morocco.
This includes Environment Impact Assessment submission and detailed
well engineering work on candidate prospects.
Brazil
Following the highly successful drilling campaigns on the
conjugate margin of Côte d'Ivoire and Ghana, the 11th licensing
round in the Brazilian Barreirinhas basin, where the potential for
hydrocarbon generation is anticipated to be similar, was highly
competitive. Despite this competition, the Group secured 100% of
licences BAR-M-292, 293, 313 and 314 as operator on a seismic
option and with a low signature bonus whilst many of the
neighbouring operators in the region took on significantly higher
signature bonus payments and drilling commitments within the first
exploration phase.
In March 2016, the Group completed the acquisition of a 775km(2)
3D seismic survey which encompassed a large roll-over structure and
numerous leads that the team had identified on legacy 2D seismic.
This data has been processed and the final data has been
interpreted in-house. This technical evaluation focused on the
description of reservoir distribution and the identification of
both stratigraphic and structural traps. The Company has identified
a large structural prospect with multiple targets which will be the
subject of an independent audit of resource potential, with the
proprietary 3D seismic data displaying clear turbidite reservoir
geometries extending from the shallow-water of the Group's licences
down dip towards the neighbouring block to the north. The
description of the prospect inventory has been completed ahead of
anticipated third party drilling in neighbouring acreage which will
test the basin and directly de-risk the Group's acreage which is
located within the same play fairway, but critically in an updip
setting. Partnering on these licences is expected to commence
following completion of the independent audit.
5. Use of Proceeds
The Company is proposing to raise up to approximately US$21.1
million (before expenses) (GBP15.1 million) pursuant to the Placing
and the Open Offer at the Issue Price of 13 pence per New Ordinary
Share.
Gross proceeds of the conditional Placing
will be used, alongside the Company's
existing cash resources as follows:
Drill Prospect S exploration well, US$15.0
Namibia million
Total US$15.0
million
Gross proceeds of the Open Offer will
be used, in summary, as follows:
Ongoing work programmes and working Up to US$6.1
capital million
Total Up to US$6.1
million
As at 31 December 2017, the unaudited cash balance of the
Company was US$15.2 million.
The Issue Price and the Placing
The Issue Price of 13 pence per New Ordinary Share represents a
discount of approximately 36 per cent. to the closing price of an
Ordinary Share of 20.3 pence on 23 February 2018 (being the latest
practicable date prior to any announcement of the Fundraising).
In setting the Issue Price, the Directors have considered the
price at which the New Ordinary Shares need to be offered to
investors to ensure the success of the Fundraising and have held
discussions with a number of key institutional investors which have
agreed to subscribe for the New Ordinary Shares at that price. In
structuring the Fundraising, the Directors have had regard, among
other things, to the current market conditions, the level of the
Company's share price and the importance of pre-emption rights to
Shareholders.
After considering these factors, the Directors have concluded
that the Placing and the Open Offer is the most suitable option
available to the Company and its Shareholders. The Open Offer
component of the Fundraising provides an opportunity for all
Qualifying Shareholders to participate by subscribing for Open
Offer Shares pro rata to their current holding of Ordinary Shares
and to have the opportunity to request Ordinary Shares in excess of
their pro rata holding as an Excess Entitlement, to be allocated at
the discretion of the Directors.
Pursuant to the Placing, 82,582,747 New Ordinary Shares have
been conditionally placed with certain institutional investors,
subject to the passing of the Resolutions at the General
Meeting.
The Placing is to be effected pursuant to the Placing Agreement,
further details of which can be found in paragraph 5 of Part 5 of
the Circular.
The Board is, as always, mindful that unexpected events,
including operational outcomes or events outside the Board's
control, may result in the proceeds of the Fundraising being
deployed in a differing manner to that set out above or on a
differing timescale to that currently envisaged.
Principal Terms of the Open Offer
The Board is offering Qualifying Shareholders the opportunity to
subscribe for Open Offer Shares on a pre-emptive basis by launching
the Open Offer to issue up to 33,609,150 New Ordinary Shares to
Qualifying Shareholders at the Issue Price.
The Open Offer is conditional on the Placing becoming
unconditional and the Placing Agreement becoming unconditional in
all respects, including admission of the Open Offer Shares to
trading on AIM becoming effective by no later than 8.00 a.m. on 4
April 2018 or such later time and/or date (being no later than 8.00
a.m. on 11 April 2018) as finnCap and the Company may agree.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 8 Existing Ordinary Shares
held at the Record Date, being 2 March 2018. Basic Entitlements
will be rounded down to the nearest whole number of Ordinary
Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. The Excess Entitlement will be allocated at the
full discretion of the Directors. Any Open Offer Shares not issued
to a Qualifying Shareholder pursuant to their Basic Entitlement
will be apportioned between those Qualifying Shareholders who have
applied for an Excess Entitlement at the discretion of the
Directors. If excess applications are received for more than the
total number of Open Offer Shares available following take-up of
Open Offer Entitlements, such applications will be scaled back in
such manner as the Directors may determine in their absolute
discretion. Therefore excess applications may not be satisfied in
full. No Qualifying Shareholder shall be required to subscribe for
more Open Offer Shares than he has specified on the Application
Form or through CREST. Shareholders who hold fewer than 8 Ordinary
Shares at the Record Date will be able to apply under the Excess
Application Facility.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to Existing Shareholders with
registered addresses in any jurisdiction other than the United
Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. The Company reserves the
right to treat as invalid any application or purported application
for Open Offer Shares which appears to the Company or its agents or
professional advisers to have been executed, effected or dispatched
in a manner which may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents or professional
advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery
of share certificates for Open Offer Shares, or in the case of a
credit of Open Offer Shares in CREST, to a CREST member whose
registered address would be not be in the UK.
Notwithstanding the foregoing and any other provision of the
Circular or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in its sole and absolute discretion, is satisfied that
the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
Part 3 of the Circular, together with the accompanying
Application Form in the case of Qualifying Non-CREST Shareholders,
contains the terms and conditions of the Open Offer.
If a Qualifying Shareholder does not wish to apply for Open
Offer Shares, he should not complete or return the Application Form
or send a USE message through CREST.
EIS/VCT Schemes
The Directors do not expect either the Placing Shares or the
Open Offer Shares to constitute a qualifying holding for venture
capital trust schemes or to satisfy the requirements for tax relief
under the enterprise investment scheme. Therefore the Company has
not applied for confirmation from HMRC in this regard.
6. Working Capital
The Company is of the opinion that, taking into account the net
proceeds of the Placing, the working capital available to the Group
will be sufficient for the Group's present requirements, that is,
for at least the next 12 months following the date of
Admission.
7. PDMR Participation
Larry Bottomley, being a Director of the Company, has undertaken
to make application to participate in the Open Offer and will make
application to subscribe for at least 241,000 Open Offer Shares, as
detailed in the table below:
As at the date As at Admission
of this announcement
Number Number Number Percentage
of Ordinary of Open of Ordinary of Enlarged
Shares Offer Shares Shares Share
held to be subscribed held* Capital**
for
PDMR
L Bottomley 554,446**** 241,000*** 795,446 0.2%
* assuming Mr Bottomley's application for Open Offer Shares is
satisfied in full
** assuming no outstanding share awards are exercised between
the date of this announcement and Admission and also assuming full
subscription under the Open Offer, including by the Director as set
out in this table
*** includes Ordinary Shares to be applied for under the Excess
Entitlement facility (which may be subject to scale back by the
Directors)
**** includes 20,104 Ordinary Shares held by P Bottomley, the
spouse of L Bottomley (being a connected person)
8. Risk Factors and additional information
The attention of Shareholders is drawn to the risk factors set
out in the Circular, and those sections of the Circular which
provide additional information on the Open Offer and the
Company.
9. General Meeting
The Board is seeking the approval of Shareholders at the General
Meeting to allot the New Ordinary Shares.
The Notice of GM, which is to be held at the offices of finnCap,
60 New Broad Street, London, EC2M 1JJ at 10.00 a.m. on 27 March
2018, is set out at Part 6 of the Circular. At the General Meeting,
the following Resolutions will be proposed:
1. Resolution 1, which is an ordinary resolution to authorise
the Directors to allot relevant securities up to an aggregate
nominal amount of GBP1,161,919 being equal to 116,191,897 New
Ordinary Shares (i.e. the number of New Ordinary Shares available
under the Placing and Open Offer); and
2. Resolution 2, which is conditional on the passing of
Resolution 1 and is a special resolution to authorise the Directors
to allot up to 116,191,897 New Ordinary Shares pursuant to the
Placing and Open Offer on a non-pre-emptive basis.
The authorities to be granted pursuant to the Resolutions shall
expire on the date falling 6 months from the date of the passing of
the Resolutions (unless renewed, varied or revoked by the Company
prior to or on that date by special resolution) and are in addition
to the authorities granted at the Company's last annual general
meeting.
10. Action to be Taken
General Meeting
You will find enclosed with the Circular a Form of Proxy for use
by Shareholders at the General Meeting. Whether or not you intend
to be present at the General Meeting, you are requested to complete
and return the Form of Proxy in accordance with the instructions
printed thereon. To be valid, completed Forms of Proxy must be
received by Link Asset Services at PXS 1, 34 Beckenham Road,
Beckenham, Kent BR3 4ZF as soon as possible and in any event not
later than 10.00 a.m. on 23 March 2018, being 48 hours before the
time appointed for holding the General Meeting. Completion of a
Form of Proxy will not preclude you from attending the General
Meeting and voting in person if you so choose.
Open Offer
Qualifying Non-CREST Shareholders wishing to apply for Open
Offer Shares must complete the Application Form enclosed with the
Circular in accordance with the instructions set out in paragraph 3
of Part 3 of the Circular and on the accompanying Application Form
and return it with the appropriate payment to Link Asset Services
at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU so as to arrive no later than 10.00 a.m. on 23 March
2018.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application Form.
Shareholders are nevertheless requested to complete and return the
Form of Proxy.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Open
Offer Entitlements credited to their stock accounts in CREST. You
should refer to the procedure for application set out in paragraph
3 of Part 3 of the Circular. The relevant CREST instructions must
have settled in accordance with the instructions in paragraph 5 of
Part 3 of the Circular by no later than 3.00 p.m. on 20 March
2018.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
11. Irrevocable Undertakings
Chariot has received irrevocable undertakings to vote in favour
of the Resolutions from Directors who hold, in aggregate,
29,792,586 Ordinary Shares, representing 11.1 per cent. of the
Existing Ordinary Shares.
Accordingly, the Company is in receipt of irrevocable
undertakings to vote in favour of the Resolutions in respect of
29,792,586 Ordinary Shares representing in aggregate 11.1 per cent.
of the Existing Ordinary Shares.
12 Recommendation
The Directors believe that the Fundraising and the passing of
the Resolutions are in the best interests of the Company and
Shareholders, taken as a whole. Accordingly the Directors
unanimously recommend Shareholders to vote in favour of the
Resolutions, as they will do in respect of their Ordinary Shares in
the Company, representing 11.1 per cent. of the Existing Ordinary
Shares.
The Placing and Open Offer are conditional, inter alia, upon the
passing of the Resolutions at the General Meeting. Shareholders
should be aware that if the Resolutions are not approved at the
General Meeting, the Placing and Open Offer will not proceed.
APPIX - TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE
PLACING AND ASSOCIATED OPEN OFFER.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
EACH PURCHASER 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 ENTITLED TO TAKE PART IN THE
PLACING AND THIS ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE
PURPOSES OF INFORMATION ONLY AND IS DIRECTED ONLY TO: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMED BY
DIRECTIVE 2010/73/EC) AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE BEEN SELECTED BY THE JOINT
BOOKRUNNERS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN
THE MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS
AND CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED
TO BY PERSONS WHO ARE (I) NOT RELEVANT PERSONS; OR (II) NOT US
PERMITTED PERSONS (AS SUCH TERM IS DEFINED BELOW). 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 RELATES 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. IF YOU
ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD
CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
No action has been taken by the Company, the Joint Bookrunners
(as defined in paragraph 1.3 below) 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 who are invited to and who choose to participate in the
Placing (as such term is defined in paragraph 1.1 below) by making
an oral or written offer to subscribe for Placing Shares (as such
term is defined in paragraph 1.1 below), including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, undertakings and agreements contained
in this Appendix. In particular, each such prospective Purchaser
(as defined in paragraph 2.4(a)) represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares (as such term is
defined below) that are allocated to it for the purposes of its
business;
2. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, 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 in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of finnCap Limited
("finnCap") has been given to each such proposed offer or resale;
and
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States;
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S; (c) it is
otherwise acquiring the Placing Shares in an "offshore transaction"
meeting the requirements of Regulation S under the U.S. Securities
Act; or (d) it is a "qualified institutional buyer" (a "QIB") (as
defined in Rule 144A under the U.S. Securities Act) and it has duly
executed an investor letter in a form provided to it and delivered
the same to one of the Joint Bookrunners or its affiliates (3(b),
3(c) and 3(d) together "US Permitted Persons").
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgments and undertakings. the Joint Bookrunners do not make
any representation to the Purchasers regarding an investment in the
Placing Shares referred to in this Announcement.
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 "Target
Market Assessment"). Notwithstanding the 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 Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the 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 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.
This Announcement does not constitute, and may not be used in
connection with, an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities or investment
advice in any jurisdiction, including, without limitation, the
United Kingdom, the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa. No public offer of
securities of the Company is being made in the United Kingdom,
United States or elsewhere. This Announcement and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or in any other
jurisdiction in which such publication or distribution is
unauthorised or unlawful. Any person (including, without
limitation, custodians, nominees and trustees) into whose
possession this Announcement may come, are required by the Company
to inform themselves about and to observe any restrictions on
transfer of this Announcement.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
U.S. Securities Act or with any securities regulatory authority of
any State or other jurisdiction of the United States, and the
Company has not been registered as an investment company under the
US Investment Company Act of 1940, as amended. None of the
Circular, the Placing Shares, nor any document related to the
Circular or the Placing Shares, have 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. No public offering of the Placing
Shares or any other securities is being made in the United States.
No money, securities or other consideration from any person inside
the United States is being solicited pursuant to this Announcement,
the Placing, or the Book-build and, if sent in response to the
information contained in the Announcement, will not be accepted.
This Announcement is not an offer of securities for sale into the
United States. The Placing Shares are being offered and sold
outside the United States in accordance with Regulation S under the
Securities Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with and/or
registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, New Zealand, 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 or otherwise transferred,
directly or indirectly, in or into the United States, Australia,
Canada, New Zealand, Japan, the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
The price of securities and the income from them may go down as
well as up and investors may not get back the full amount of their
investment on disposal of the securities.
Any indication in this Announcement of the price at which
ordinary shares of GBP0.01 each in the capital of the Company have
been bought or sold in the past cannot be relied upon as a guide to
future performance. 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 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 Placing Shares and the Open Offer Shares will not be
admitted to trading on any stock exchange other than the AIM market
of 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
in, or forms part of, this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
1. PLACING AND OPEN OFFER
1.1 Chariot Oil & Gas Limited (company number 47532) (the
"Company"), intends to conduct a placing to raise gross proceeds of
approximately US$15 million (GBP10.7 million). The new ordinary
shares of GBP0.01 nominal value each ("Placing Shares") will be
issued to existing and new investors (the "Placing") at an issue
price ("Issue Price") as determined by the Joint Bookrunners and
the Company subject to shareholder approval.
1.2 The Company also intends to conduct an open offer to raise
gross proceeds of up to EUR5 million (GBP4.4 million). The new
ordinary shares of GBP0.01 nominal value each (the "Open Offer
Shares") will be issued to existing shareholders on the register of
members of the Company at 5.30 p.m. on 2 March 2018 at the Issue
Price (the "Open Offer").
1.3 The Company has appointed finnCap and Cenkos Securities Plc
("Cenkos") as joint placing agents and brokers in respect of the
Placing and Open Offer (together, the "Joint Bookrunners", and
each, a "Joint Bookrunner").
1.4 The terms and conditions set out in this Appendix apply to
persons making an offer to subscribe for Placing Shares under the
Placing. Each Purchaser shall be deemed to have read the
Announcement, and this Appendix, in its entirety.
2. ALLOCATION AND CONDITIONS TO PLACING
2.1 The Placing Shares under the Placing will be issued on the
Closing Date (as defined below).
2.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between the Joint Bookrunners and the
Company following completion of the book-build being conducted by
the Joint Bookrunners to determine demand for participation in the
Placing and the Issue Price (the "Book-build"). The number of
Placing Shares which have been placed and the Issue Price will be
announced following the completion of the Book-build.
2.4 Acceptances of the Placing and allocations of Placing Shares
(including the subscription amount payable) will be as:
(a) confirmed (orally or in writing) with prospective purchasers
who are in the United Kingdom (or as the Joint Bookrunners and
Company may agree, in any other jurisdiction) by the respective
Joint Bookrunner (or their broker dealers or their agents as agent
of the Company). That confirmation constitutes an irrevocable
legally binding commitment of that person (who will at that point
become a purchaser ("Purchaser")) to subscribe for the number of
Placing Shares allocated to it on the terms and conditions set out
in this Appendix (a copy of this Appendix having been provided to
the Purchaser prior to or at the same time as such confirmation)
and in accordance with the Company's articles of association;
or
(b) (unless paragraph 2.4(a) applies) by the completion and
return of such letter of confirmation and registration or other
forms as the Joint Bookrunners or their agents may in their
absolute discretion require and in that event the terms and
conditions set out in such letter of confirmation and registration
or other form shall apply to the exclusion of this Appendix.
2.5 The Book-build is expected to close no later than 4.30 pm on
26 February 2018 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Book-build has closed. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
2.6 The Joint Bookrunners may choose to allocate Placing Shares
at their discretion (in agreement with the Company) and may scale
down any bids for Placing Shares made by prospective Purchasers for
this purpose on such basis as they may determine. The Joint
Bookrunners may also, notwithstanding paragraph 2.5 above, subject
to the prior consent of the Company (a) allocate Placing Shares
after the time of any initial allocation to any person submitting a
bid after that time; and (b) allocate Placing Shares after the
Book-build has closed to any person submitting a bid after that
time.
2.7 For the avoidance of doubt, a bid in the Book-build will be
made on the terms and subject to the conditions in the Announcement
and this Appendix and will be legally binding on the prospective
Purchaser on behalf of which it is made and, except with the
consent of the respective Joint Bookrunner, will not be capable of
variation or revocation after the time at which it is submitted.
Any acceptance of the Placing constitutes a Purchaser's irrevocable
legally binding agreement, subject to the Placing and Open Offer
Agreement (as defined below) not having been terminated, to pay the
aggregate settlement amount of the Placing Shares regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s).
2.8 By participating in the Book-build, each Purchaser agrees
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described in paragraph 4 below,
and will not be capable of rescission or termination by the
Purchaser.
2.9 In making an investment decision, Purchasers must rely on
their own examination of the Company and its prospects and the
terms of the Placing, including the merits and risks involved in
investing in the Placing Shares.
2.10 Irrespective of the time at which a Purchaser's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement."
2.11 Settlement will occur on a date to be advised but expected
to be on or around 28 March 2018 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of their
affiliates, agents, directors, officers, employees, (c) to the
extent not contained within (a) or (b), any person connected with
the Joint Bookrunners as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Joint
Bookrunners), (d) any person acting on behalf of the Joint
Bookrunners, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Purchaser or to
any other person whether acting on behalf of a Purchaser or
otherwise. In particular, neither of the Joint Bookrunners nor any
of their respective affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as the
Joint Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The Placing Shares and the Open Offer Shares will be issued
fully paid and will rank equally, from the date of issue, in all
respects with the Company's existing issued 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 and Open Offer
Shares.
3.2 Application will be made to the London Stock Exchange plc
for admission to trading of the Placing Shares and Open Offer
Shares on AIM ("Admission"). It is anticipated that Admission will
become effective on or around 28 March 2018 and that dealings in
the Placing Shares and Open Offer Shares will commence at that
time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 27 February 2018, the Company and each of the Joint
Bookrunners entered into a placing and open offer agreement in
connection with the Placing and Open Offer (the "Placing and Open
Offer Agreement"). Pursuant to the Placing and Open Offer
Agreement, each of the Joint Bookrunners has agreed to use their
respective reasonable endeavours to place the Placing Shares with
prospective Purchasers.
4.2 The Joint Bookrunners' obligations under the Placing and
Open Offer Agreement in respect of the Placing Shares and Open
Offer Shares are conditional, inter alia, on:
(a) the Company procuring that a circular containing details of
the Placing and Open Offer, and the application form in respect of
the Open Offer, are sent to shareholders by no later than 9 March
2018;
(b) shareholder approval of the resolutions necessary to issue
the Placing Shares and Open Offer Shares pursuant to the Placing
("Resolutions");
(c) none of the warranties contained in the Placing and Open
Offer Agreement being untrue, inaccurate or misleading as at the
date of the Placing and Open Offer Agreement and at all times
before and at the date of Admission;
(d) the publication of this Announcement through a Regulatory
Information Service by no later than 8.00 a.m. on the date of the
Placing and Open Offer Agreement or such other time and/or date as
may be agreed in writing between the Company and the Joint
Bookrunners;
(e) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing and Open Offer
Agreement;
(f) Admission taking place not later than 8.00 a.m. on 4 April
2018 or such later date as the Company and the Joint Bookrunners
may otherwise agree but not being later than 8.00 a.m. on 11 April
2018; and
(g) there having been since the date of the Placing and Open
Offer Agreement no development or event which will or is likely to
have a material adverse effect on the Company (or of its
subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing and
Open Offer Agreement in relation to the Placing Shares are not
fulfilled or waived (if capable of being waived) by the Joint
Bookrunners by the respective time or date where specified (or such
later time or date as the Company and the Joint Bookrunners may
agree); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing and Open Offer Agreement is
terminated in the circumstances specified below, the Placing in
relation to the Placing Shares will lapse and the Purchaser's
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Purchaser agrees
that no claim can be made by the Purchaser in respect thereof.
4.4 The Joint Bookrunners may, at their absolute discretion and
upon such terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
and Open Offer Agreement save that the conditions relating to
Admission, the issue of the circular and application form, the
allotment and issue of the Placing Shares (subject only to
Admission) and shareholder approval may not be waived. Any such
extension or waiver will not affect Purchasers' rights and
obligations under the terms and conditions set out in this
Appendix.
4.5 Neither of the Joint Bookrunners nor the Company shall have
any liability to any Purchaser (or to any other person whether
acting on behalf of a Purchaser or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally and by
participating in the Placing each Purchaser agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
4.6 Each of the Joint Bookrunners is entitled, at any time
before Admission, to terminate the Placing and Open Offer Agreement
by giving notice to the Company in certain circumstances,
including, inter alia, a breach of the warranties given to the
Joint Bookrunners in the Placing and Open Offer Agreement, the
failure of the Company to comply with obligations under the Placing
and Open Offer Agreement or an event has occurred which, in the
opinion of the Joint Bookrunner (acting in good faith), constitutes
or is likely to cause a material adverse change. Following
Admission, the Placing and Open Offer Agreement is not capable of
rescission or termination.
4.7 The rights and obligations of the Purchasers shall terminate
only in the circumstances described in these terms and conditions
and will not be subject to termination by the Purchaser or any
prospective Purchaser at any time or in any circumstances. By
participating in the Placing, Purchasers agree that the exercise by
a Joint Bookrunner of any right of termination or other discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of that Joint Bookrunner, and that it need not
make any reference to Purchasers and that it shall have no
liability to Purchasers whatsoever in connection with any such
exercise.
5. RELATIONSHIP OF THE JOINT BOOKRUNNERS
5.1 The obligations of each Joint Bookrunner in connection with
the Placing and Open Offer (including any payment obligation) are
several, and not joint nor joint and several. A right of a Joint
Bookrunner in connection with the Placing and Open Offer (including
any rights under the Placing and Open Offer Agreement) is held by
that Joint Bookrunner severally and each Joint Bookrunner may
exercise its rights, powers and benefits in connection with the
Placing and Open Offer separately and individually.
5.2 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.
5.3 Nothing contained or implied hereby or by acceptance of the
Placing or Open Offer 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.
5.4 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 the Beneficiaries (as defined below) in
respect of that Joint Bookrunner under the representations,
warranties, acknowledgements and undertakings set out below 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 the other
Joint Bookrunner or its Beneficiaries.
6. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from
acceptance of the Placing is personal to each Purchaser and does
not constitute an offering to any other person or to the public. A
Purchaser 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.
7. NO PROSPECTUS
7.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") in relation to
the Placing, and a Purchaser's commitments will be made solely on
the basis of the information contained in the Announcement released
by the Company today which this Appendix forms part of.
7.2 Each Purchaser, by making an offer to subscribe for Placing
Shares, agrees that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and none of the Company or the Joint Bookrunners nor any other
person will be liable for any Purchaser's decision to participate
in the Placing based on any other information, representation,
warranty or statement which Purchasers may have obtained or
received, and if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Joint Bookrunners, the Company or their
respective officers, directors, employees or agents. Each Purchaser
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor
the Joint Bookrunners make any undertaking or warranty to any
Purchaser regarding the legality of any investment in the Placing
Shares by such Purchaser under any legal, investment or similar
laws or regulations. Each Purchaser should not consider any
information in this Announcement to be legal, tax or business
advice. Each Purchaser should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment
basis within the CREST system administered by Euroclear UK and
Ireland Limited ("CREST").
8.2 The Company will procure its Transfer Agent (as defined in
paragraph 9(k) below) to deliver the Placing Shares to CREST
accounts operated by the respective Joint Bookrunner for the
Company and the Joint Bookrunners will enter their respective
delivery (DEL) instructions into the CREST system. The input to
CREST by each Purchaser of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Purchaser against payment.
8.3 Each Purchaser allocated Placing Shares in the Placing will
be sent a conditional trade confirmation stating the number of
Placing Shares and the subscription amount payable to be allocated
to it and will be required to provide the Joint Bookrunners with
funds sufficient to purchase such securities prior to the Closing
Date.
8.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of
the Placing Shares allocated to that Purchaser on such Purchaser's
behalf and retain from the proceeds, for the Company's account and
benefit, an amount equal to the aggregate amount owed by the
Purchaser plus any interest due. The relevant Purchaser 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 the sale of such Placing Shares on such Purchaser's
behalf.
8.5 Subject to the passing of the Resolutions, it is expected
that settlement will take place on or about 28 March 2018 in CREST
in accordance with the instructions set out in the conditional
trade confirmation. Settlement will be either through Cenkos
against CREST ID 601 KLCLT or through finnCap against CREST ID
Crest 601 A/c: FKCLT.
8.6 The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any
Purchaser in any form it requires if, in the Joint Bookrunners' or
the Company's opinion, delivery or settlement is not possible or
practicable within CREST or would not be consistent with the
regulatory requirements of the Purchaser's jurisdiction.
8.7 Each Purchaser agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with the respective Joint Bookrunner.
8.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Purchasers should ensure that the conditional
trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Each Purchaser shall
ensure that, insofar as Placing Shares are registered in a
Purchaser's name or that of its nominee or in the name of any
person for whom a Purchaser is contracting as agent or nominee,
such person shall not be a person who is or may be liable to any UK
stamp duty or stamp duty reserve tax or securities transfer
tax.
8.9 Interest is chargeable daily on payments to the extent that
value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Purchaser and prospective Purchaser (and each person
acting on its behalf) represents, warrants, acknowledges and
undertakes for the benefit of the Company, each of the Joint
Bookrunners and the respective officers, employees and advisers of
the Company and of each of the Joint Bookrunners, and any person
acting on behalf of any of them (each a "Beneficiary" and together
the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor; and
(ii) is also a person falling within one or more of the
categories of persons referred to in article 19 (investment
professionals) or 49 (high net worth companies, etc) of the Order
or is a person to whom the Placing may otherwise be made or to whom
the Placing Shares may otherwise be directed without an approved
prospectus having been made available to the public in the UK
before the Placing Shares are offered and without making an
unlawful financial promotion; and
(iii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the
Placing by the FCA in the United Kingdom under section 87A of
Financial Services and Markets Act 2000 (the "FSMA"); or
(iv) if it is not in the United Kingdom but is acting for the
account of a Purchaser in the United Kingdom, that each of
subparagraphs (i), (ii) and (iii) applies in respect of each such
Purchaser;
(b) if it is a Purchaser in or otherwise subject to the laws of
a member state of the EEA (other than, for the avoidance of doubt,
the UK), (i) it is a Qualified Investor acting as a principal for
its own account to whom an invitation or Placing to subscribe for
Placing Shares in the manner contemplated by this agreement and any
communication or correspondence in connection therewith is
permitted by the laws of that member state or (ii) if it is not in
any such member state but are acting for the account of such person
then (i) applies in respect of each such Purchaser;
(c) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person. For the
avoidance of doubt, the Purchaser has not made and will not make
any offer to the public of the Placing Shares for the purposes of
section 102B FSMA;
(d) if it is in a jurisdiction outside the United States, the
United Kingdom, or other member states of the EEA, it is a person
to whom the Placing or an invitation to subscribe for the Placing
Shares in the manner contemplated by this Appendix and any
communication or correspondence therewith is permitted by the laws
of the jurisdiction in which it is situated or from where the
Purchaser submitted its bid to subscribe for Placing Shares and it
is a person to whom the Placing Shares can lawfully be offered and
issued under all applicable laws, without the need for any
approval, registration, filing or lodgement of any kind, including
a prospectus or other disclosure document;
(e) it understands that the Placing and sale to it of the
Placing Shares has not been and will not be registered under the
U.S. Securities Act or the laws of any state of the United States.
Therefore, it agrees that it will not offer, sell or pledge any
Placing Shares in the United States unless and until the Placing
Shares are registered under the U.S. Securities Act (which it
acknowledges the Company has no obligation to do) or unless the
Placing Shares are offered, sold or pledged in a transaction exempt
from, or not subject to, the registration requirements of the U.S.
Securities Act and the laws of any state of the United States;
(f) the Purchaser acknowledges that it has not acquired the
Placing Shares as a result of any general solicitation or general
advertising (as these terms are used in Regulation D under the U.S.
Securities Act), including advertisements, articles, notices or
other communications published in any newspaper, magazine or
similar media, or broadcast over radio, Internet or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
(g) unless otherwise specifically agreed in writing with the
Joint Bookrunners, neither it nor the beneficial owner of such
Placing Shares is or will be a resident of, or subject to the laws
of, the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa;
(h) the Placing Shares have not been and will not be registered
under the securities legislation of the United States, Canada,
Australia, Japan, New Zealand and the Republic of South Africa and
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those jurisdictions
except subject to certain exceptions;
(i) the Purchaser consents to the Company making a notation on
its records or giving instructions to any registrar and transfer
agent of the Placing Shares in order to implement the restrictions
on transfer set forth and described above;
(j) if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Purchaser will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue of the Placing Shares;
(k) the Purchaser has such knowledge and experience in
financial, business and tax matters as to be capable of evaluating
the merits and risks of its investment in the Placing Shares and it
is able to bear the economic risks and complete loss of such
investment in the Placing Shares;
(l) the Purchaser has not received or requested, nor does it
have any need to receive, any offering memorandum or any other
document describing the business and affairs of the Company in
order to assist it in making an investment decision to subscribe
for the Placing Shares;
(m) it is purchasing the Placing Shares for its account or for
the account of one or more persons for investment purposes only and
not with the purpose of, or with a view to, the resale, transfer or
distribution or granting, issuing or transferring of interests in,
or options over, the Placing Shares and, in particular, neither the
Purchaser nor any other person for whose account it is purchasing
the Placing Shares has any intention to distribute either directly
or indirectly any of the Placing Shares in the United States;
(n) it has such knowledge and experience in financial and
business matters and expertise in assessing credit and all other
relevant risks that it is capable of evaluating independently, and
has evaluated independently and conducted an in-depth detailed
analysis on, the merits and risks of a purchase of the Placing
Shares for itself and each other person, if any, for whose account
it is acquiring any Placing Shares, and it has determined that the
Placing Shares are a suitable investment for itself and each other
person, if any, for whose account it is acquiring any Placing
Shares, both in the nature and the number of the Placing Shares
being acquired;
(o) if applicable, it is, or any beneficial Purchaser for whom
it is contracting is, acquiring the Placing Shares pursuant to and
in compliance with an exemption from the prospectus requirements of
securities laws of the jurisdiction of residence and will provide
the Company and the Joint Bookrunners, on request, whether before
or after the Closing Date, with evidence of such compliance;
(p) it has had access to all information that it believes is
necessary or appropriate in connection with, and for an adequate
time prior to, its purchase of the Placing Shares. It acknowledges
and agrees that it will not hold the Joint Bookrunners responsible
for any misstatements in, or omissions from, any publicly available
information concerning the Company;
(q) it has made and relied entirely upon its own assessment of
the Company, and has conducted its own independent investigation
with respect to the Placing Shares and the Company;
(r) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing
of any Placing Shares;
(s) it has not relied on any investigation that any Beneficiary
may have conducted with respect to the Placing Shares or the
Company. No Beneficiary has made any representation to it, express
or implied, with respect to the Placing Shares or the Company;
(t) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities,
and that no securities recommendation or advice has been made or
given to you by any Beneficiary in relation to the Placing;
(u) it acknowledges that an investment in the Placing Shares involves a degree of risk;
(v) except to the extent that liability cannot by law be
excluded, it acknowledges that none of the Beneficiaries accept any
responsibility in relation to the Placing or for the accuracy or
completeness of any information given to it in connection with the
Placing;
(w) it acknowledges and agrees that it will accept the decisions
and actions of the Joint Bookrunners and/or the Company in respect
of the Placing and the acceptance of any Placing of Placing Shares
does not oblige the Joint Bookrunners and/or the Company to consult
with it as to any matter or qualify the exercise or non-exercise of
rights arising under or in relation to the Placing;
(x) it has been independently advised as to any resale
restrictions under applicable securities laws in its own
jurisdiction;
(y) it acknowledges and agrees that if a Joint Bookrunner takes
title to the Placing Shares it does so only as agent for the
Purchaser for the purposes of effecting settlement and it agrees to
release such Joint Bookrunner from any liability incurred by it in
acting in such capacity (whether arising out of any act or omission
by the Company in relation to the Placing or to the Placing Shares
or otherwise);
(z) if it is acquiring any Placing Shares for an account of one
or more persons, it has full power to make the acknowledgements,
representations, warranties and agreements hereunder on behalf of
each such person and it will take reasonable steps to ensure that
each such person will comply with its obligations hereunder;
(aa) it acknowledges that the Beneficiaries will rely upon the
truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements in conducting and
undertaking the Placing;
(bb) it has read this Announcement, including this Appendix, in
its entirety and its subscription of the Placing Shares is subject
to and based upon only the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein;
(cc) the exercise by the Joint Bookrunners of any right of
termination or any right of waiver exercisable by them contained in
the Placing and Open Offer Agreement, without limitation, the right
to terminate the Placing and Open Offer Agreement, is within their
absolute discretion and no Joint Bookrunner will have any liability
to any Purchaser whatsoever in connection with any decision to
exercise or not exercise any such rights;
(dd) if (i) any of the conditions in the Placing and Open Offer
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Placing and Open Offer Agreement is terminated or does not
otherwise become unconditional in all respects prior to the
admission of the Placing Shares, the Placing will lapse and its
rights shall cease and determine at such time and no claim shall be
made by any Purchaser in respect thereof;
(ee) no offer document or prospectus has been, or will be,
prepared in connection with the Placing and it represents and
warrants that it has not received a prospectus or other offer
document in connection therewith;
(ff) the ordinary shares of GBP0.01 each in the capital of the
Company are (and the Placing Shares issued pursuant to the Placing
will be) admitted to trading on AIM, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of AIM 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 AIM quoted company, without undue
difficulty;
(gg) none of the Joint Bookrunners or the Company nor any of
their affiliates 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 this
Announcement; nor has it requested any of the Joint Bookrunners or
the Company nor any of their affiliates or any person acting on
behalf of any of them to provide it with any such information;
(hh) the content of this Announcement is exclusively the
responsibility of the Company and none of the Joint Bookrunners nor
any person acting on their behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company (except for any information or statements
relating solely to the Joint Bookrunners and furnished by the Joint
Bookrunners specifically for use in such documents) and will not be
liable for any Purchaser's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Purchaser further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Purchaser has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any information previously published by
the Company, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by either
of the Joint Bookrunners or the Company and none of the Joint
Bookrunners or the Company will be liable for any Purchaser's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Purchaser further acknowledges and agrees that it
has relied solely on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
(ii) in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of the Market Abuse
Regulation (EU) No.596/2014 ("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 MAR or it has been notified by the Joint
Bookrunners or the Company that the proposed Placing will not
proceed and any unpublished price sensitive information of which
the Purchaser is aware has been publicly announced, and, other than
in respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
(jj) if in the United Kingdom, it has complied with its
obligations in connection with the Criminal Justice Act 1993, money
laundering and terrorist financing under the Anti Terrorism Crime
and Security Act 2001, the Proceeds of Crime Act 2002, the
Terrorism Act 2003, MAR, the Terrorism Act 2006, the Money
Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and Part VIII of the Financial Services and
Markets Act 2000 (the "Regulations"), including identifying its
clients in accordance with the Regulations, and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations. If within a reasonable time
after a request for verification of identity the Joint Bookrunners
have not received such satisfactory evidence, the Joint Bookrunners
may, in their absolute discretion, reject an application for
Placing Shares in which event all funds delivered by such Purchaser
to the Joint Bookrunners (if any) will be returned without interest
to the account of the drawee bank from which they were originally
debited;
(kk) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, 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 in a member state of EEA which has
implemented the Prospectus Directive to Qualified Investors, unless
finnCap has given prior consent to such proposed offer or
resale;
(ll) it has complied and will comply with all applicable laws
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);
(mm) it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in the
Company's ordinary shares in accordance with Chapter 5 of the
Disclosure Guidance and Transparency Rules;
(nn) it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(oo) it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Joint Bookrunners and the
Company may in their absolute discretion determine and without
liability to such Purchaser, and it will remain liable for any
shortfall below the net proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in in these terms and
conditions) which may arise upon the placing or sale of such
Purchaser's Placing Shares on its behalf;
(pp) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be, and none of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Purchaser and any person acting on behalf of such Purchaser
agrees to participate in the Placing and it 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 the account of
the Joint Bookrunners who will hold them as nominee on behalf of
such Purchaser until settlement in accordance with its standing
settlement instructions;
(qq) the Company and the Joint Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Joint Bookrunners on
their own behalf and on behalf of the Company and are
irrevocable;
(rr) it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement or incurred by the Company, the
Joint Bookrunners or their respective affiliates, agents,
directors, officers and employees arising from the performance of
the Purchaser's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
(ss) its commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and the Purchaser
will have no right to be consulted or require that its consent be
obtained with respect to the Company's conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and the Joint Bookrunners. The
agreement to settle a Purchaser's subscription (and/or the
subscription of a person for whom such Purchaser is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on the warranty above from
each Purchaser, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax in excess of 0.5% under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Purchaser 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 Purchaser should seek its own advice and notify the Joint
Bookrunners accordingly;
(tt) 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 offering of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
(uu) it will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Placing Shares or
the agreement by them to subscribe for any Placing Shares;
(vv) the Joint Bookrunners or any of their affiliates may, at
their absolute discretion, agree to become a Purchaser in respect
of some or all of the Placing Shares;
(ww) when a Purchaser or person acting on behalf of the
Purchaser is dealing with the Joint Bookrunners, any money held in
an account with any of the Joint Bookrunners on behalf of the
Purchaser and/or any person acting on behalf of the Purchaser will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA;
(xx) it acknowledges that the money will not be subject to the
protections conferred by the client money rules and as a
consequence, this money will not be segregated from the relevant
Joint Bookrunners' money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Purchaser will rank only as a general
creditor of the Joint Bookrunner;
(yy) it acknowledges that all times and dates in this
Announcement may be subject to amendment and the Joint Bookrunners
shall notify the Purchasers and any person acting on behalf of the
Purchasers of any changes;
(zz) that past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser;
(aaa) all obligations entered into by the Purchaser pursuant
hereto with the Joint Bookrunners are entered into with them as
agent for the Company and are therefore enforceable directly by the
Company;
(bbb) if a company, it is a valid and subsisting company and has
all the necessary corporate capacity and authority to execute its
obligations in connection with the Placing participation;
(ccc) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder
or other Purchaser;
(ddd) it irrevocably appoints any director of either of the
Joint Bookrunners as its agent for the purposes of executing and
delivering to the Company's 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 offered to it; and
(eee) time shall be of the essence as regards obligations pursuant to this Appendix.
The Purchaser agrees that the Company and the Joint Bookrunners
will rely upon the truth and accuracy of the foregoing
confirmations, representations, warranties, acknowledgments,
undertakings and agreements which are given by each Purchaser (or
persons acting on their behalf) and are irrevocable.
10. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing
Shares (including the subscription amount payable) as confirmed to
a Purchaser, constitute the entire agreement to the terms of the
Placing and a Purchaser's participation in the Placing to the
exclusion of prior representations, understandings and agreements
between them. Any variation of such terms must be in writing.
11. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of 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)
shall be governed by and construed in accordance with the laws of
England. Each Purchaser irrevocably agrees to submit to the
exclusive jurisdiction of the courts of England to settle any claim
or dispute that arises out of or in connection with the agreement
arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise.
"Admission" admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with
the AIM Rules;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" together, the AIM Rules for Companies and the AIM Rules
for Nominated Advisers;
"Application Form" the application form enclosed, in the case of Qualifying
Non-CREST Shareholders, with the
Circular for Qualifying Non-CREST Shareholders to apply
for Open Offer Shares;
"Basic Entitlement" the pro rata entitlement of Qualifying Shareholders to
subscribe for 1 Open Offer Share for
every 8 Existing Ordinary Shares registered in their
name as at the Record Date, on and subject
to the terms of the Open Offer;
"Board" or "Directors" the directors of the Company whose names are set out in
the Circular;
"Brokers" finnCap and Cenkos;
"Business Day" any day on which banks are usually open in England and
Wales for the transaction of business,
"Cenkos" other than a Saturday, Sunday or public holiday;
Cenkos Securities plc;
"Circular" the circular, posted to Shareholders on 6 March 2018;
"Company" or "Chariot" Chariot Oil & Gas Limited, a company incorporated and
registered in Guernsey with company
number 47532;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear
UK & Ireland Limited;
"CREST Manual" the compendium of documents entitled CREST Manual issued
by Euroclear from time to time and
comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the
CREST International Manual and the CREST Glossary of
Terms;
"CREST Member" a person who has been admitted to Euroclear as a member
(as defined in the CREST Order);
"CREST Participant" a person who is, in relation to CREST, a
system-participant (as
defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755) (as amended from time to time);
"CREST Sponsor" a CREST participant admitted to CREST as a CREST
Sponsor;
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored member;
"Enlarged Share Capital" the Company's issued ordinary share capital immediately
following Admission;
"Distributors" together, finnCap and Cenkos;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application" Open Offer Shares which may be applied for by Qualifying
Shareholders under the Excess Application
Facility;
"Excess Application Facility" the arrangement, documented in the Application Form,
pursuant to which Qualifying Shareholders
may apply for additional Open Offer Shares in excess of
their Open Offer Entitlement in accordance
with the terms and conditions of the Open Offer;
"Excess CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, their
entitlement (in addition to his Basic
Entitlement) to apply for Open Offer Shares pursuant to
the Excess Application Facility, which
is conditional on him taking up his Basic Entitlement in
full and which may be subject to
scaling back in accordance with the provisions of the
Circular;
"Excess Entitlement" in respect of a Qualifying Shareholder, their entitlement
to apply for Open Offer Shares pursuant
to the Excess Application Facility and which may be
subject to scaling back in accordance
with the provisions of the Circular;
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders
under the Excess Application Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked
"ex" for entitlement under the Open
Offer, being 7 March 2018;
"Existing Ordinary Shares" the ordinary shares of 1 pence each in the capital of
the Company as at the date of this announcement,
being 268,873,197 Ordinary Shares;
"FCA" the Financial Conduct Authority;
"finnCap" finnCap Ltd whose registered office is at 60 New Broad
Street, London EC2M 1JJ;
"Form of Proxy" the form of proxy attached to the Circular for use by
Shareholders in connection with the
GM;
"Fundraising" together, the Placing and the Open Offer;
"FSMA" Financial Services and Markets Act 2000, as amended;
"GFSC Handbook The Guernsey Financial Services Commission Handbook for
Legal Professionals, Accountants and
Estate Agents on Countering Financial Crime and
Terrorist Financing;
"GM" or "General Meeting" the general meeting of the Company to be held at the
offices of finnCap, 60 New Broad Street,
London, EC2M 1JJ at 10.00 a.m. on 27 March 2018, notice
of which is set out in Part 6 of the
Circular;
"Group" the Company and its subsidiaries at the date hereof and
"Group Company" shall be construed
accordingly;
"HMRC" Her Majesty's Revenue & Customs;
"Issue Price" 13 pence per New Ordinary Share;
"Listing Rules" the listing rules of the FCA made in accordance with
section 73A(2) of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"MAR" means Regulation (EU) No. 596/2014 of the European
Parliament and of the Council on Market
Abuse and all related delegated and implementing acts,
technical standards, advice and guidelines
from time to time together with any related guidance
contained in the Disclosure Guidance
and Transparency Rules issued by the FCA;
"Money Laundering Regulations" The Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer)
Regulations 2017, the Criminal Justice Act 1993, the
Proceeds of Crime Act 2002, the GFSC
Handbook, POCL and the other relevant enactments as
referred to in the GFSC Handbook;
"New Ordinary Shares" the new Ordinary Shares in the capital of the Company to
be issued in connection with the
Placing and Open Offer;
"Notice of GM" or the notice of General Meeting which forms part of the
"Notice of General Meeting" Circular;
"Open Offer" the invitation to Qualifying Shareholders to subscribe
for the Open Offer Shares at the Issue
Price on the terms and subject to the conditions set out
in the Circular and, in the case
of Qualifying Non-CREST Shareholders only, the
Application Form;
"Open Offer Entitlement" the entitlement of Qualifying Shareholders to subscribe
for Open Offer Shares allocated to
Qualifying Shareholders on the Record Date pursuant to
the Open Offer;
"Open Offer Shares" the 33,609,150 New Ordinary Shares being made available
to Qualifying Shareholders pursuant
to the Open Offer;
"Ordinary Shares" the ordinary shares of 1 penny each in the capital of
the Company;
"Overseas Shareholder" a Shareholder with a registered address outside of the
United Kingdom;
"Participant ID" the identification code or membership number used in
CREST to identify a particular CREST
Member or other CREST Participant;
"PDMR" has the meaning given under Article 3(25) of MAR;
"Placees" the placees subscribing for Placing Shares pursuant to
the Placing;
"Placing" the proposed placing by finnCap and Cenkos, as joint
brokers and agents for the Company, of
the Placing Shares;
"Placing Agreement" the conditional placing and open offer agreement dated
27 February 2018 between finnCap, Cenkos
and the Company, details of which will be set out in the
letter from the Chairman in the Circular;
"Placing Shares" the 82,582,747 New Ordinary Shares to be allotted on the
terms of the Placing Agreement;
"POCL" the Criminal Justice (Proceeds of Crime) (Bailiwick of
Guernsey) Law, 1999 as amended;
"Prospectus Directive" directive 2003/71/EC on the prospectus to be published
when securities are offered to the
public or admitted to trading;
"Prospectus Rules" the prospectus rules of the Financial Conduct Authority
made under Part VI of the Financial
Services and Markets Act 2000;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in
uncertificated form in CREST at the Record
Date;
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in
certificated form at the Record Date;
"Qualifying Shareholders" holders of Ordinary Shares on the register of members of
the Company at the Record Date with
the exclusion of Shareholders with a registered address
in or who are resident in any Restricted
Jurisdiction;
"Record Date" 5.30 p.m. on 2 March 2018;
"Receiving Agent", "Link Market Services" or "Link Asset Link Asset Services whose registered office is at The
Services" Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU;
"Regulatory Information Service" has the meaning given under the AIM Rules;
"Resolutions" the resolutions to be proposed at the GM, as set out in
the Notice of GM;
"Restricted Jurisdiction" each and any of Australia, Canada, Japan, the Republic
of South Africa, New Zealand and the
United States and any other jurisdiction where the
extension or the availability of the Open
Offer would breach any applicable law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" holders of Existing Ordinary Shares;
"subsidiary" has the meaning given in section 1159 of the Companies
Act 2006;
"UK" or "the United Kingdom" the United Kingdom of Great Britain and Northern
Ireland;
"Uncertificated" or "Uncertificated form" recorded on the relevant register or other record of the
Ordinary Shares or other security
concerned as being held in uncertificated form in CREST,
and title to which, by virtue of
the CREST Regulations, may be transferred by means of
CREST;
"United States", "United States of America" or "US" the United States of America, its territories and
possessions, any state of the United States
of America and the District of Columbia and all areas
subject to its jurisdiction;
"USE", unmatched stock event;
"GBP", "pounds sterling", "pence" or "p" the lawful currency of the United Kingdom;
"$" or US$" the lawful currency of the United States; and
"EUR" the lawful currency of the members states of the
European Union that have adopted and retained
a common single currency through the monetary union of
the Eurozone.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBCGDDUSDBGIL
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February 27, 2018 02:00 ET (07:00 GMT)
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