TIDMCHAR
RNS Number : 6410Z
Chariot Oil & Gas Ld
24 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX (THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Chariot Oil & Gas Limited
("Chariot", the "Company" or the "Group")
24 May 2021
Proposed Placing, Subscription and Open Offer to raise up to
approximately US$23 million (GBP16.3 million)
Chariot (AIM: CHAR), the African focused transitional energy
group, is pleased to announce its intention to undertake a
fundraising of up to approximately US$23 million (GBP16.3 million)
before expenses by way of conditional placing (the "Placing"),
direct subscription (the "Subscription") and open offer (the "Open
Offer") for in aggregate up to an estimated 297,000,000 new
Ordinary Shares at an issue price of 5.5 pence per share (the
"Issue Price") (the Placing, Subscription and Open Offer together
the "Fundraising").
The Placing will be effected by way of an accelerated bookbuild
("Bookbuild" or "ABB") at the Issue Price which will be launched
immediately following this Announcement. The timing of the closing
of the Bookbuild and the allocations are at the absolute discretion
of the Joint Bookrunners and the Company. The results of the
Placing and Subscription will be announced as soon as practicable
after the close of the Bookbuild.
As part of the Fundraising, the Company proposes to raise up to
US$5 million (GBP3.5 million) by the issue of new Ordinary Shares
pursuant to an Open Offer to Qualifying Shareholders at the Issue
Price.
Magna Capital LDA (of which Adonis Pouroulis is a substantial
shareholder) has conditionally agreed to underwrite up to US$7.85
million (GBP5.57 million) of the Fundraising by subscribing, in two
tranches on or before 31 January and 28 February 2022, for new
Ordinary Shares at the Issue Price (the "Underwriting Commitment").
Mr. Pouroulis has personally sub-underwritten the Underwriting
Commitment. The Underwriting Commitment is transferable at Magna's
sole discretion and shall reduce in equal proportion to any funds
received separately by the Company from the Open Offer, a farm-in
or a fundraise.
The New Ordinary Shares issued pursuant to the Fundraising will
be issued as fully paid and will rank pari passu in all respects
with each other and with the Existing Ordinary Shares from their
admission to trading on AIM.
The Placing is subject to the terms and conditions set out in
Appendix 2 to this Announcement. Capitalised terms have the meaning
set out in Appendix 3 to this Announcement.
Highlights:
-- Fundraising to raise gross proceeds of up to approximately US$23 million (GBP16.3 million);
-- Open Offer on the basis of 1 Open Offer Share for every 6 Existing Ordinary Shares held [1] ;
-- As part of the Subscription, certain Directors of the Company
intend to subscribe for New Ordinary Shares for approximately
US$3.4 million (GBP2.4 million), of which Adonis Pouroulis intends
to subscribe for approximately US$3.2 million (GBP2.3 million);
-- Additionally, Adonis Pouroulis, through Magna (an entity of
which he is a substantial shareholder), has conditionally agreed to
underwrite up to US$7.85 million (GBP5.57 million) of the
Fundraising by subscribing, in two tranches on or before 31 January
and 28 February 2022, for new Ordinary Shares at the Issue Price.
Mr. Pouroulis has personally sub-underwritten Magna's underwriting
commitment;
-- The net proceeds of the Fundraise will be used to:
o Drill an appraisal well at Anchois Gas Development offshore
Morocco to confirm the discovery;
o Progress work programme on the acreage surrounding the Anchois
gas discovery for future development;
o Integrate transitional power team and existing project, fund
near-term power project; and
o General working capital purposes.
-- The Anchois gas development's 2C base case resource has an
NPV10 of approx. US$500 million with an IRR in excess of 30%
yielding expected annual revenues of up to US$200 million;
-- The Company anticipates that appraisal drilling at the
Anchois gas discovery will commence in Q4 2021;
-- The Fundraising is subject to approval by Shareholders at the
General Meeting of the Fundraise Resolutions;
-- Following the close of the Bookbuild, the Company expects to
send the Circular, containing a notice of General Meeting, on or
about 28 May 2021. Full details of the Open Offer, a proxy form and
(where applicable) an Open Offer application form will also be
included within, or sent with, the Circular; and
-- Chariot is also pleased to announce the appointment of Peel
Hunt as joint broker with immediate effect, alongside finnCap.
finnCap remains the Company's Nominated Adviser.
(1) In the event that the rate of British Pounds Sterling to
United States Dollars fluctuates significantly before the date of
the Circular, the number of Open Offer Shares issued may
change.
The Placing is conditional on admission of the Placing Shares to
trading on AIM becoming effective, the Placing and Open Offer
Agreement not being terminated in accordance with its terms and the
passing of the Fundraise Resolutions by Shareholders at the General
Meeting.
The Subscription is conditional on admission of the Placing
Shares and the Subscription Shares to trading on AIM becoming
effective, the Placing and Open Offer Agreement not being
terminated in accordance with its terms and the passing of the
Fundraise Resolutions by Shareholders at the General Meeting.
The Open Offer is conditional on admission of the Open Offer
Shares to trading on AIM becoming effective, the Placing and
Subscription having become unconditional and the passing of the
Fundraise Resolutions by Shareholders at the General Meeting.
Assuming the Fundraising is allocated in full, the New Ordinary
Shares will represent up to approximately 76.5 per cent. of the
Company's issued share capital currently in issue. The Issue Price
of 5.5 pence per New Ordinary Share represents a discount of
approximately 29.58 per cent. to the closing mid-market price of
7.81 pence per Ordinary Share on 21 May 2021, being the last
practicable date preceding the date of this Announcement.
Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of
Chariot, said:
"Since the new team took over the management of Chariot in July
2020, we have achieved a number of important milestones. In
Morocco, we have announced a significant resource upgrade at
Anchois, enhanced the development credentials of the project
through work with Subsea Integration Alliance, progressed
development debt finance with two highly regarded institutional
lenders, accelerated the marketing of gas with Moroccan partners
and institutions and negotiated the terms of a new licence,
providing even more upside to the core development. Most recently
we have announced the acquisition of AEMP, a renewable and hybrid
energy business which is a deal that propels Chariot to the
forefront of Africa's renewables market within the mining sector.
Through this acquisition we have brought in Total Eren as a
strategic partner in Africa. All of these events have been value
accretive for the business and demonstrate the growth trajectory we
are targeting.
However, all of this has been achieved on a tightly controlled
budget. This announced fundraising will give us the capital
required to turbocharge our growth ambitions and capitalise on the
high value opportunities we see in front of us in both our
transitional gas and transitional power businesses. At Anchois,
with the proceeds of the fundraise we intend to further progress
the commerciality of the licence by drilling an appraisal well. We
firmly believe that Anchois ticks a number of boxes when it comes
to key investment criteria, such as low project risk, robust
potential returns and strong ESG credentials. We are excited to
commence with the drilling of an appraisal well as fast as
practically possible.
Our entry into the African renewables market is also exciting.
We are very pleased to be working with our partner Total Eren, one
of the world's largest players in the renewable energy space, and
part of the proceeds from this raise will enable us not only to
integrate the AEMP team into Chariot, but also help fund the
combined Group's next power project with Total Eren and further
progress the strong pipeline in excess of 500MW.
As ever, the Board are firmly aligned with shareholders and the
Directors of Chariot are expected to subscribe for a material
amount of the Fundraise. This reinforces not only the Board's
belief in the Chariot story, but also its commitment to ensuring
that Chariot achieves the growth targets it sets out."
A timetable of principal events is set out in Appendix 1.
Enquiries:
Chariot Oil & Gas Limited
Adonis Pouroulis, Acting CEO
Julian Maurice-Williams, CFO +44 (0)20 7318 0450
finnCap (Nominated Adviser and Joint Bookrunner)
Christopher Raggett, Simon Hicks, Edward
Whiley (Corporate Finance)
Andrew Burdis (ECM) +44 (0)20 7220 0500
Peel Hunt (Joint Bookrunner)
Richard Crichton / David McKeown / Alexander
Allen
Jock Maxwell Macdonald / Sohail Akbar +44 (0)20 7418 8900
Celicourt Communications (Financial PR)
Mark Antelme
Jimmy Lea +44 (0)20 8434 2754
Notes for editors:
About Chariot
Chariot is an African focused transitional energy group. Its
current business stream, Chariot Transitional Gas, is a high value,
low risk gas development project with strong ESG credentials in a
fast-growing emerging economy with a clear route to early
monetisation, delivery of free cashflow and material exploration
upside.
On completion of the acquisition of AEMP, Chariot will have a
second business stream, known as Chariot Transitional Power,
looking to transform the energy market for mining operations in
Africa, providing a giant largely untapped market with cleaner,
sustainable, and more reliable power.
The ordinary shares of Chariot Oil & Gas Limited are
admitted to trading on the AIM Market of the London Stock Exchange
under the symbol 'CHAR'. Subject to approval by Shareholders, the
Company intends to change its name from Chariot Oil & Gas
Limited to Chariot Limited.
IMPORTANT NOTICES
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 Company 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.
No offer document or prospectus has been, or will be, delivered
to the Financial Conduct Authority in relation to the
Fundraising.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA, THE UNITED STATES OF AMERICA (OR TO ANY
U.S. PERSON), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Peel Hunt and finnCap, both of whom are authorised and regulated
in the United Kingdom by the FCA, are acting exclusively for the
Company as the Joint Bookrunners for the purposes of the
Fundraising and are not acting for any other persons in relation to
it and accordingly will not be responsible to anyone else in
relation to the matters described in this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on the Joint Bookrunners by the FSMA or the regulatory regime
established under it, the Joint Bookrunners do not accept any
responsibility whatsoever for the contents, completeness or
accuracy of this Announcement, and no representation or warranty,
express or implied, is made by the Joint Bookrunners with respect
to the accuracy or completeness of this Announcement, or any part
of it.
finnCap's responsibilities as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers will be owed solely to London Stock Exchange and not to
the Company, the Directors or to any other person in respect of
such person's decision to subscribe for or acquire any of the New
Ordinary Shares.
The price of the Ordinary Shares may go down as well as up and
investors may not get back the full amount invested on disposal of
the Ordinary Shares.
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
The Company prepares its financial statements in US dollars and
therefore certain figures relating to the Fundraising have been
expressed in US dollars. Where appropriate, these figures have been
converted into pounds sterling for information purposes only using
the following exchange rate:
Pounds sterling to US dollars - 1.41
Details of the Placing
The Bookbuild process for the Placing will open with immediate
effect. The Placing is subject to the terms and conditions set out
in Appendix 2 (which forms part of this announcement). The timing
of the closing of the Bookbuild is at the discretion of the Joint
Bookrunners. The Joint Bookrunners and the Company reserve the
right to increase the amount to be raised pursuant to the Placing,
in their absolute discretion. The closing of the Bookbuild and the
final number of shares to be issued pursuant to the Placing will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares in the capital of the Company, including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the date
of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights
set out in the Placing and Open Offer Agreement between the Company
and the Joint Bookrunners. Further details of the Placing and Open
Offer Agreement can be found in the terms and conditions of the
Placing contained in Appendix 2 to this announcement. Although the
Placing is not being underwritten by the Joint Bookrunners, the
Fundraise is being conditionally underwritten up to US$7.85 million
(GBP5.57 million) by Magna, details of which underwriting are set
out below.
The Placing is conditional on admission of the Placing Shares to
trading on AIM becoming effective, the Placing and Open Offer
Agreement not being terminated in accordance with its terms and the
passing of the Fundraise Resolutions by Shareholders at the General
Meeting.
On Admission, the Company intends to issue new Ordinary Shares
in settlement of certain fees due to third parties incurred in
connection with the Fundraising.
Details of the Subscription
Adonis Pouroulis, George Canjar, Julian Maurice-Williams, Duncan
Wallace, Chris Zeal and Andrew Hockey (the "Participating
Directors") have indicated their intention to invest approximately
US$3.4 million (GBP2.4 million) in aggregate for 43,593,220 New
Ordinary Shares pursuant to the Subscription at the Issue Price. In
accordance with the Company's Non-Executive Directors' Restricted
Share Unit Plan, George Canjar, Chris Zeal and Andrew Hockey would
receive a matching share award in the event that they subscribe for
New Ordinary Shares which would vest in equal instalments over the
three years following completion of the Subscription.
As well as the Directors listed above, certain other investors
have indicated their intention to subscribe for New Ordinary Shares
pursuant to the Subscription at the Issue Price. The Subscription
is conditional on admission of the Placing Shares and the
Subscription Shares to trading on AIM becoming effective, the
Placing and Open Offer Agreement not being terminated in accordance
with its terms and the passing of the Fundraise Resolutions by
shareholders at the General Meeting. Any Subscription will be
announced with the closing of the Bookbuild.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company
is further proposing to raise up to approximately $5 million
(GBP3.5 million) before expenses by the issue of up to 64,727,991
Open Offer Shares at the Issue Price, payable in full on
acceptance. Any entitlements to Open Offer Shares not subscribed
for by Qualifying Shareholders will be available to Qualifying
Shareholders under the Excess Application Facility. The balance of
any Open Offer Shares not subscribed for under the Excess
Application Facility will not be available to the Placees under the
Placing.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Open Offer application form is not a document of
title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Ordinary Shares on the Record Date on the basis of:
1 Open Offer Share for every 6 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares up to the
maximum number of Open Offer Shares available less their Open Offer
Entitlement, subject to availability.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility
will be satisfied, as this will depend, in part, on the extent to
which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. The Open Offer is
conditional on admission of the Open Offer Shares to trading on AIM
becoming effective, the Placing and Subscription having become
unconditional and the passing of the Fundraise Resolutions by
Shareholders at the General Meeting.
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 Open
Offer application form will not be sent to 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 in the UK.
The Open Offer Shares are being offered only outside the United
States, and not to or for the account or benefit of any U.S.
Person, in reliance on Regulation S under the United States
Securities Act of 1933, as amended. The offer and sale of the Open
Offer Shares 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,
accordingly, the Open Offer Shares may not be offered or sold,
re-sold, taken up, pledged, transferred, delivered or distributed,
directly or indirectly, within the United States, or to or for the
account or benefit of any U.S. Person, except in compliance with an
exemption from the registration requirements of the U.S. Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States.
Notwithstanding the foregoing and any other provision of the
Circular or the Open Offer 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.
If a Qualifying Shareholder does not wish to apply for Open
Offer Shares, he should not complete or return the Open Offer
application form or send a USE message through CREST. In addition
to dilution as a result of the Placing and Subscription and any
other Ordinary Shares issued in connection with the Placing or
Subscription, Shareholders who do not take up their full
entitlement of Open Offer Shares may be diluted as a result of the
Open Offer.
Related party transaction
Magna (of which Adonis Pouroulis is a substantial shareholder)
has conditionally agreed to underwrite up to US$7.85 million
(GBP5.57 million) of the Fundraising by subscribing, in two
tranches on or before 31 January and 28 February 2022, for new
Ordinary Shares at the Issue Price. Mr. Pouroulis has personally
sub-underwritten the Underwriting Commitment. Any such new Ordinary
Shares will only be issued pursuant to the Underwriting Commitment
once the proceeds are received. The Underwriting Commitment is
transferable at Magna's sole discretion and shall reduce in equal
proportion to any funds received separately by the Company from the
Open Offer, a farm-in or a fundraise. In consideration for
providing the Underwriting Commitment, Magna will receive
underwriting fees of US$78,500, as well as a 5% fee on the
remaining Underwriting Commitment following completion of the Open
Offer, paid on Admission in new Ordinary Shares at the Issue
Price.
The Underwriting Commitment constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules for
Companies. Accordingly, Robert Sinclair, who is not participating
in the Fundraising and is therefore considered to be an independent
Director for these purposes, considers, having consulted with
finnCap, that the terms of the related party transaction are fair
and reasonable insofar as the Shareholders are concerned.
Background to and Reasons for the Fundraising
Chariot is an African focused transitional energy group with two
high-value business streams: the existing transitional gas stream
containing the Anchois Gas Development with 2C contingent resources
of 361 Bcf and the new transitional power stream which, following a
recently announced acquisition, now includes the AEMP business with
its 10% stake in the Essakane solar project of 15MW in Burkina Faso
and its pipeline of renewable and hybrid energy projects of more
than 500MW across the African continent.
The addition of Lixus to the Group's portfolio in 2019 marked a
change in Company strategy from high-risk pure exploration to
lower-risk appraisal and development of discovered gas resources.
In July 2020, a new executive team was appointed to further develop
this strategy and enhance it with new values, mission and energy to
create growth and deliver positive change through investment in
projects that are driving the energy revolution.
The AEMP acquisition provides Chariot with the opportunity to
introduce its network of business interests on the African
continent to an established team and pipeline of projects in
partnership with Total Eren. The Board believes Chariot is
well-positioned to offer clean and sustainable energy to the
continent of Africa, the population of which is expected to grow
from one billion to approximately two billion people during the
course of the next 20 years.
Chariot Transitional Gas and Chariot Transitional Power have
been brought together under one umbrella as both are infrastructure
developers in the energy transition space targeting a market with
substantial growth potential. Both businesses feed into each other
and underline the Group's key value of having a positive impact.
The Group will only undertake projects that have a positive impact
on the environment, the countries and the communities in which it
operates.
The Board believes that, as a result of the current availability
of reasonably inexpensive rigs, the Group has an opportunity to
progress the development of Anchois at a relatively low cost. The
Group is in the process of assembling key members of the same team
that executed the 2018 drilling campaign on time and within budget.
The Board believes that the next step in the project is to drill an
appraisal well which will have three distinct objectives: (1) to
reconfirm the original discovery volumes, reservoir quality and
well productivity required to progress the development of the
project; (2) to provide an optimised producer well location to be
suspended for future use; and (3) to drill the additional
prospective sands and, potentially, establish a larger resource
base for longer term growth.
Transitional Gas: Appraisal to Unlock the Anchois Gas
Development
Interest in Lixus
Chariot, through its wholly-owned subsidiary, Chariot Morocco,
has a 75% interest and operatorship of Lixus, in partnership with
ONHYM which holds a 25% interest. In addition, as announced in
December 2020, the Group is in the process of applying for a
licence over Rissana in Morocco, with formal award of the licence
anticipated in 2021.
Chariot Transitional Gas is primarily focused on the Anchois Gas
Development, for which the initial discovery well was drilled in
2009. The Board saw an opportunity for a gas development that would
provide a domestic source of gas to a growing economy on the
doorstep of Europe and, since the licence award in 2019, has taken
steps to further de-risk the project from the subsurface through to
the gas market, the construction phase and project financing.
Moroccan gas market
The Board believes Morocco provides excellent fiscal terms for
domestic projects, including a 10-year corporate tax holiday from
the start of production. Although Morocco has a large and growing
energy market, it is heavily reliant on imports, and has high
established gas prices. Domestic gas therefore has an important
role to play as Morocco seeks to transition away from its
dependency on imported fuels and promote self-sufficiency. As gas
is a cleaner source of energy than coal, which is used for 67% of
Morocco's power generation, a heavier reliance on gas as an energy
source will help to reduce Morocco's carbon footprint. Anchois has
the potential to play a significant role in Morocco's transition to
a low carbon economy as it seeks to satisfy an anticipated doubling
in domestic energy demand over the next 20 years.
In the event that the Company enters into domestic gas sales
agreements in Morocco with surplus gas exported to Spain, the Board
estimates that a base case development with a 70 mmscf/d plateau
production rate from the 2C 361 Bcf contingent resource would
deliver NPV10 of US$500 million and an unlevered internal
investment rate in excess of 30%.
To expedite efforts to secure gas sales agreements and progress
the Anchois project, the broad skillset of the Group's leadership
team was strengthened by the appointment of Pierre Raillard as
Moroccan Country Director. The recently signed Gas Market
Memorandum of Understanding with the Ministry of Industry in
Morocco has demonstrated the support of key national institutions
and partners for the project, demonstrating the strong
relationships that the Company continues to build upon.
Geology
The Anchois 1 discovery well intersects two gas bearing sands, A
and B, which have a total of 55m of net pay in Miocene sandstone
reservoirs. The reservoir has high porosity and permeability, with
gas comprising 97% methane, and its producer wells are expected to
flow at high rates. There are also prospective gas targets in the
C, M & O sand reservoirs which were not drilled by the original
well, but which have the same seismic attributes to the proven A
& B gas sands on recently reprocessed 3D data and so are
regarded as low risk additional resource. Using the large quantity
of legacy 3D seismic data on the block, in addition to the data
from 4 offset wells, the subsurface team commissioned a
reprocessing study using the latest modern technology which
resulted in significant improvements in both image quality and in
depth control. This led to a resource upgrade, as announced in
September 2020, of audited total remaining recoverable resource to
in excess of 1 Tcf for Anchois, comprising 361 Bcf 2C contingent
resources and 690 Bcf prospective resources in the deeper
prospective gas targets.
Development
These promising subsurface attributes mean that Anchois is a
simple and standard development which has many global analogues.
The development plan from a pre-FEED study consists of two initial
subsea wells tied into a subsea manifold with a 40km offshore
flowline connected to an onshore gas processing facility, from
which a short 40km pipeline connects to the trunk pipeline to
Europe allowing access not only to the growing Moroccan energy
market but also to the European gas market. Development costs
following a FID are estimated to be approximately US$300 million.
In February 2021, a collaboration agreement was signed with Subsea
Integration Alliance, a developer of offshore gas projects, to
progress the front-end design, engineering, procurement,
construction, installation and operation of the Anchois Gas
Development.
While the Group is focussed on the first step at Anchois (2C+2U
1 Tcf), the Lixus block contains material upside in the Anchois
satellite prospects and other Lixus prospects of around 2 Tcf to
make a combined audited best estimate total remaining recoverable
resources of approximately 3 Tcf. The team has identified further
prospects and leads in Lixus totalling >1 Tcf which are as yet
unaudited, and the Rissana licence, if awarded, would represent
untapped acreage surrounding the Anchois discovery.
Financing and future strategy
In October 2020, Expression of Interest Letters to debt finance
the development were received from the African Finance Corporation,
a pan-African multilateral development financial institution with
over US$6 billion in assets, and a major multinational investment
bank, which is a leading provider of finance in the energy sector.
Following drilling of the appraisal well at Lixus, the Group
intends to continue to seek strategic partners, potentially with
Moroccan parties.
Chariot Transitional Gas already has a material foundation at
Anchois and long-term growth potential through infrastructure-led
exploration from the existing portfolio. The Group will also
continue to assess other opportunities in transitional gas and
investigate whether synergies can be found with other transitional
energy projects.
Transitional Power: Investment into New Renewable and Hybrid
Power Developer
AEMP acquisition
On 23 March 2021, Chariot announced the acquisition of AEMP, a
renewable and hybrid energy project developer with an ongoing
strategic partnership with Total Eren, a leading player in
renewable energy. Total S.A., the French multinational energy
company, has a direct and indirect shareholding of approximately
30% in Total Eren. AEMP and Total Eren (the "Partners") are
initially looking to provide clean, sustainable, and more reliable
energy to operational mines in Africa, which represents a largely
untapped market in which the Board has a number of high-level
contacts.
Strategic partnership with Total Eren
Under the joint venture with Total Eren, Chariot has the right
to invest in up to 15% project equity at cost in projects developed
by the Partners and the Group currently recovers its overhead costs
as part of the partnership, providing an immediate post-acquisition
revenue stream to finance ongoing costs. To date, the Partners have
built a pipeline of 500MW of African mining power projects and the
Group will seek to grow and deploy more projects into this
pipeline, going beyond mining into other industries, state-owned
enterprises and governments across Africa.
Essakane Project
The Partner's first project, supplying 15MW of solar PV power as
part of a hybrid solar-thermal power solution to the Essakane gold
mine in Burkina Faso, was at the time of completion the largest
hybrid PV-HFO power plant in the world and one of the largest solar
facilities in sub-Saharan Africa. The AEMP team was involved in all
stages of the project from origination of the mine, including:
designing the size and determining the operating philosophy of the
hybrid power plant; obtaining local authorisations and permits;
selection of the engineering, procurement and construction
contractor; financing; and, operating post-completion. The
project's successful completion and generation of returns provide
proof of concept from which replication and scale-up is
anticipated.
Management team
The experienced team of Benoit Garrivier and Laurent Coche, the
founders of AEMP, will join Chariot to lead the transitional power
business. The Board welcomes both Benoit and Laurent into Chariot's
innovative and dynamic management team and look forward to working
with Total Eren in partnership to deliver highly attractive
projects in an exciting growth market, providing clean energy
solutions across the continent of Africa.
Use of Proceeds
The Company is proposing to use the net proceeds of the
Fundraising as follows:
Drill an Appraisal Well at the Anchois Gas US$21 million (GBP14.9
discovery and conduct a 2D seismic survey million)
over the Rissana Licence
Fund Transitional Power business including US$2 million (GBP1.4
future investments and general working capital million)
Total US$23 million (GBP16.3
million)
As at 31 December 2020, the unaudited cash balance of the
Company was US$3.7 million.
Irrevocable Undertakings
Chariot has received irrevocable undertakings to vote in favour
of the Resolutions from Directors who hold, in aggregate,
29,906,267 Ordinary Shares, representing 7.7 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
29,906,267 Ordinary Shares representing in aggregate 7.7 per cent.
of the Existing Ordinary Shares.
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 7.7 per cent. of the Existing Ordinary
Shares.
The Fundraising is conditional, inter alia, upon the passing of
the Fundraise Resolutions at the General Meeting. Shareholders
should be aware that if the Fundraise Resolutions are not approved
at the General Meeting, neither the Placing, the Subscription nor
the Open Offer will proceed.
APPIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Announcement Launch of ABB 24 May
Announcement of Result of ABB approx. 7.00 am on 25 May
Record date of Open Offer 6:30 pm on 25 May
Ex-entitlement date for Open Offer 7.00 am on 26 May
Publication of Circular & Form of Proxy 28 May
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 am on 2 June
stock accounts
of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4.30pm on 10 June
entitlements from
CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00pm on 11 June
Latest time and date for splitting application forms (to satisfy bona fide 3.00 pm on 14 June
market claims only)
Latest time and date for receipt of Forms of Proxy and CREST voting instructions 10.00 am on 16 June
Latest time and date for receipt of Open Offer application forms and payment in 11.00 am on 16 June
full under
the Open Offer and settlement of relevant CREST instructions (as appropriate)
Announcement of results of Open Offer 17 June
General Meeting 10.00 am on 18 June
Announcement of results of General Meeting Following General Meeting on 18 June
Admission of the New Ordinary Shares 8.00 am on 21 June
New Ordinary Shares credited to CREST Members' accounts in respect of the 21 June
Placing Shares and
Open Offer Shares
Dispatch of definitive share certificates in certified form By 29 June
Notes
1. Each of the times and dates set out in the above timetable
and mentioned in this Announcement are subject to change by the
Company (with the agreement of the Joint Bookrunners ), in which
event details of the new times and dates will be notified to London
Stock Exchange plc and the Company will make an appropriate
announcement to a Regulatory Information Service.
2. References to times in this Document are to London time (unless otherwise stated).
APPIX 2
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 ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") THE UNITED STATES (OR TO ANY U.S.
PERSON), 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 THE UNITED KINGDOM, 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")
OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
AND (ii) WHO, ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2 OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU)
NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE
"PROSPECTUS REGULATION"); OR (B) ARE OTHERWISE 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 NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN 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.
This announcement and appendix do not constitute an offer to
sell or issue or a solicitation of an offer to buy or subscribe for
Placing Shares in any member state of the EEA. The Placing Shares
will not be lodged with or registered by any applicable body or
security exchange of any member state of the EEA. No prospectus or
other form of offer document has been or will be prepared in
connection with the Placing or has been or will be approved by any
competent authority of a member state of the EEA.
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 Regulation, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in the United Kingdom, or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to each such proposed offer or resale; and
3. it is not in the United States and it is not acting for the
account or benefit of a person in the United States or any U.S.
Person.
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 the FCA Handbook and in particular the Product
Intervention and Product Governance Sourcebook and any other UK
domestic legislation and measures which implement EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II") and Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II (together, the "UK 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 UK MiFID II 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 UK MiFID II Product Governance
Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK MiFID II Product
Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, 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 the MiFID II
Product Governance Requirements; 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 shares the subject
of the Placing. Each distributor is responsible for undertaking its
own target market assessment in respect of the 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, any member state of the EEA, 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 (or to any U.S. Person), any member state of the
EEA, 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.
The Placing Shares are being offered only outside the United
States, and not to or for the account or benefit of any U.S.
Person, in reliance on Regulation S under the U.S. Securities Act.
In particular, the offer and sale of the Placing Shares 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, accordingly, the Placing
Shares may not be offered or sold, re-sold, taken up, pledged,
transferred, delivered or distributed, directly or indirectly,
within the United States, or to or for the account or benefit of
any U.S. Person, except in compliance with an exemption from the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. None of the Placing Shares
has been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other United States regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement, the
Circular or any other document related to the Placing. 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 or to U.S. Persons.
No money, securities or other consideration from any person inside
the United States or other U.S. Person 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, or to or for the account or
benefit of any U.S. Person.
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 contents of this
Announcement have not been reviewed by any regulatory authority in
Hong Kong. If you are in any doubt about any of the contents of
this Announcement, you should obtain independent professional
advice.
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 New Ordinary 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, SUBSCRIPTION AND OPEN OFFER
1.1 Chariot Oil & Gas Limited (company number 47532) (the
"Company"), intends to conduct a placing (the "Placing") and direct
subscription (the "Subscription"). New ordinary shares of GBP0.01
nominal value each will be issued to existing and new investors
pursuant to the Placing ("Placing Shares") and Subscription
("Subscription Shares") 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 US$5 million (approximately GBP3.5
million). The new ordinary shares of GBP0.01 nominal value each
(the "Open Offer Shares") are expected to be issued subject to
shareholder approval on 21 June 2021 at the Issue Price (the "Open
Offer" and, together with the Placing and Subscription, the
"Fundraising"). Magna Capital LDA (of which Adonis Pouroulis, a
director of the Company, is a substantial shareholder) has
conditionally agreed to underwrite up to US$7.85 million (GBP5.57
million) of the Fundraising by subscribing, in two tranches on or
before 31 January and 28 February 2022, for new Ordinary Shares at
the Issue Price.
1.3 The Company has appointed finnCap Ltd ("finnCap") and Peel
Hunt LLP ("Peel Hunt") as joint 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 7.00 am on
25 May 2021 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 consultation 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 Bookbuild, 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 21 June 2021 ("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 New Ordinary 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, Subscription Shares and Open Offer Shares.
3.2 Application will be made to the London Stock Exchange plc
for admission to trading of the New Ordinary Shares on AIM
("Admission"). It is anticipated that Admission will become
effective on or around 21 June 2021 and that dealings in the
Placing Shares, Subscription Shares and Open Offer Shares will
commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 24 May 2021, 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 28 May
2021;
(b) shareholder approval of the resolutions necessary to issue
the New Ordinary Shares for cash on a non-pre-emptive basus
pursuant to (inter alia) the Placing, the Subscription and the Open
Offer (the "Fundraise 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 21 June
2021 or such later date as the Company and the Joint Bookrunners
may otherwise agree but not being later than 8.00 a.m. on 28 June
2021; 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 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 or on the
occurrence of certain force majeure events. 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 (or will procure its registrar or transfer
agent 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 Fundraise Resolutions, it is
expected that settlement will take place on or about 21 June 2021
in CREST in accordance with the instructions set out in the
conditional trade confirmation. Settlement will be either through
Peel Hunt against CREST ID 871 or through finnCap against CREST ID
CAQAQ.
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) 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;
(c) if it is in a jurisdiction outside the United Kingdom, 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;
(d) without prejudice to paragraph (c) above, if the Purchaser is in Hong Kong it is (i) a "professional investor" within the meaning of the Securities and Futures Ordinance of Hong Kong (Cap 571) and any rules made thereunder, and (ii) acquiring the Placing Shares for its own account (or an account as to which it has full investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;
(e) it (and any account for which it is purchasing) (i) is not a
U.S. Person, (ii) is outside the United States, (iii) is acquiring
the Placing Shares in an offshore transaction (as this term is used
in Regulation S), (iv) understands that the offer and sale to it of
the Placing Shares have not been and will not be registered under
the U.S. Securities Act or the laws of any state of the United
States, and (v) agrees that it will not offer, sell, re-sell, take
up, pledge, transfer, deliver or distribute any Placing Shares in
the United States except in compliance with an exemption from the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States;
(f) it (and any account for which it is purchasing) (i)
acknowledges that it has not acquired the Placing Shares as a
result of any directed selling efforts (as this term is used in
Regulation S) or 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, (ii) is not acquiring the
Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the U.S. Securities Act, and (iii)
will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or
other materials concerning the Placing (including electronic copies
thereof), in or into the United States or to or for the account of
any U.S. Person, and it has not distributed, forwarded, transferred
or otherwise transmitted any such materials to any such person;
(g) time shall be of the essence as regards obligations pursuant to this Appendix;
(h) 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 any member state of the EEA, the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa, or will
otherwise be considered a U.S. Person;
(i) the Placing Shares have not been and will not be registered
under the securities legislation of any member state of the EEA,
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;
(j) it acknowledges that this Announcement has not been approved
by the Securities and Futures Commission in Hong Kong and,
accordingly, (i) the Placing Shares may not be offered or sold in
Hong Kong by means of this Announcement or any other document other
than to "professional investors" as defined in the Securities and
Futures Ordinance of Hong Kong (Cap 571) and any rules made
thereunder, or in other circumstances which do not result in the
document being a "prospectus" as defined in the Companies (Winding
Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap 32)
("CWUMPO") or which do not constitute an offer to the public within
the meaning of the CWUMPO, and (ii) no person shall issue or
possess for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Placing Shares which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Placing Shares which are or
are intended to be disposed of only to persons outside Hong Kong or
only to professional investors (as set out above);
(k) 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;
(l) 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;
(m) 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;
(n) 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;
(o) 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 or to
or for the account of any U.S. Person;
(p) 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;
(q) 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;
(r) 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;
(s) 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;
(t) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing
of any Placing Shares;
(u) 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;
(v) 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;
(w) it acknowledges that an investment in the Placing Shares involves a degree of risk;
(x) 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;
(y) 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;
(z) it has been independently advised as to any resale
restrictions under applicable securities laws in its own
jurisdiction;
(aa) 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);
(bb) 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;
(cc) 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;
(dd) 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;
(ee) 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;
(ff) 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;
(gg) 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;
(hh) 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;
(ii) 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;
(jj) 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;
(kk) in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of 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;
(ll) 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 Prospectus
Regulation, 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;
(mm) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Regulation, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in the United Kingdom to Qualified
Investors, unless the Joint Bookrunners have given prior consent to
such proposed offer or resale;
(nn) 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);
(oo) 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;
(pp) 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;
(qq) 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;
(rr) 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;
(ss) 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;
(tt) 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;
(uu) 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;
(vv) 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;
(ww) 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;
(xx) 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;
(yy) 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;
(zz) 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;
(aaa) 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;
(bbb) that past performance is no guide to future performance
and persons needing advice should consult an independent financial
adviser;
(ccc) 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;
(ddd) 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;
(eee) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder
or other Purchaser; and
(fff) 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.
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).
APPIX 3
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission means the admission of the New Ordinary Shares to
trading on AIM and such admission becoming effective in accordance
with the AIM Rules.
Admission Date means the admission of the New Ordinary Shares to
trading on AIM becoming effective as provided in Rule 6 of the AIM
Rules for Companies.
AIM means the AIM market of the London Stock Exchange.
AIM Rules means the AIM rules for companies published by the
London Stock Exchange.
Application means the application to be made by or on behalf of
the Company to the London Stock Exchange for Admission.
Bookbuild means an accelerated process conducted by the Joint
Bookrunners to determine demand for participation in the Placing by
Placees.
Circular means the circular, expected to be published by the
Company on or about 28 May 2021, in relation to the Placing,
Subscription and Open Offer which will include notice of convening
the General Meeting at which the Resolutions will be proposed.
Closing Date means the date upon which settlement of the Placing
Shares is due to take place being on or around 21 June 2021.
Company or Chariot means Chariot Oil & Gas Limited, a
company incorporated in Guernsey with registered number 47532, with
its registered office at Oak House, Hirzel Street, St Peter Port,
Guernsey, GY1 2NP.
CREST means a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended).
Directors or Board means the board of directors of the
Company.
EEA means The European Economic Area.
EU means the European Union.
Euroclear means Euroclear UK & Ireland Limited.
Excess Application Facility means the arrangement pursuant to
which Qualifying Shareholders may apply for additional Open Offer
Shares in excess of their entitlement in accordance with the terms
and conditions of the Open Offer, as set out in the Circular.
Existing Ordinary Shares means the 388,367,946 Ordinary Shares
in issue at the date of this Announcement, all of which are
admitted to trading on AIM and being the entire issued ordinary
share capital of the Company.
FCA the United Kingdom means Financial Conduct Authority.
finnCap means finnCap Ltd, Nominated Advisor and Joint Broker to
the Company.
Form of Proxy means the form of proxy for use in connection with
the General Meeting accompanying the Circular.
FSMA means Financial Services and Markets Act 2000.
Fundraise Resolutions means the Resolutions numbered 1 and 2 in
the Notice of General Meeting, relating to the Fundraising.
Fundraising or Fundraise means the Placing, Subscription and the
Open Offer.
General Meeting means the general meeting of the Company to be
convened pursuant to the notice of general meeting included within
the Circular.
Group means the group of which the Company is the parent.
Issue Price means 5.5 pence per New Ordinary Share.
Joint Bookrunners means Peel Hunt and finncap.
London Stock Exchange means London Stock Exchange plc.
Magna means Magna Capital LDA, an entity of which Adonis
Pouroulis is a substantial shareholder .
MAR means the Market Abuse Regulation (EU) No.596/2014, as
retained and applicable in the UK pursuant to s3 of the European
Union (Withdrawal) Act 2018 (as amended).
New Ordinary Shares means the Placing Shares, Subscription
Shares and the Open Offer Shares, or any of them.
Notice of General Meeting means the notice of the General
Meeting included within the Circular.
Open Offer means the conditional invitation proposed to be made
by the Company to Qualifying Shareholders to subscribe for the Open
Offer Shares.
Open Offer Shares means up to 64,727,991 new Ordinary Shares
which are to be the subject of the Open Offer.
Ordinary Shares means ordinary shares of 1 penny each in the
capital of the Company.
Peel Hunt means Peel Hunt LLP, Joint Broker to the Company.
Placees means the institutional investors participating in the
proposed Placing.
Placing means the proposed placing by finnCap and Peel Hunt as
agent for the Company, of the Placing Shares at the Issue Price on
a non-pre-emptive basis, on the terms and conditions set out in the
Placing and Open Offer Agreement.
Placing and Open Offer Agreement means the agreement to be
entered into between the Company and the Joint Bookrunners in
connection with the Placing and the Open Offer.
Placing Shares means new Ordinary Shares which may, pursuant to
the Placing, be allotted and issued fully paid up at the Issue
Price and admitted to trading on AIM.
Prospectus Regulation means the UK version of Regulation (EU) No
2017/1129 of the European Parliament and of the Council of 2017
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018.
Qualifying Shareholders means Shareholders on the register of
members of the Company as at the Record Date, excluding certain
overseas Shareholders (as further described in the Circular).
Record Date means 6.30 pm on 25 May 2021.
Registrar means Link Group, the registrar to the Company.
Regulation S means Regulation S under the U.S. Securities
Act.
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions set out in the Notice of
General Meeting, including the Fundraise Resolutions.
RNS means the regulatory information service approved by the
London Stock Exchange for the distribution of AIM
announcements.
Shareholders means holders of Ordinary Shares.
Subscription means the proposed subscription for the
Subscription Shares at the Issue Price by certain Directors and
other investors.
Subscription Shares means the new Ordinary Shares which may,
pursuant to the Subscription, be allotted and issued fully paid up
at the Issue Price and admitted to trading on AIM.
United Kingdom or UK means United Kingdom of Great Britain and
Northern Ireland.
United States or US means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia.
U.S. Person has the meaning given to such term in Regulation
S.
U.S Securities Act means the United States Securities Act of
1933, as amended.
All references in this announcement to "GBP", "pence" or "p" are
to the lawful currency of the United Kingdom. All references to
"USS" or "$" are to the lawful currency of the United States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEEZLFLFELEBBZ
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May 24, 2021 11:56 ET (15:56 GMT)
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