TIDMFOG
SHYTHIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS
OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS),
AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR EURONEXT
GROWTH RULES OR FORM PART OF ANY OFFER, RECOMMATION, INVITATION TO
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY. ACCORDINGLY, THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY OR FILED WITH THE FCA OR CBI AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM
THE BASIS OR, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION IN RESPECT OF THE COMPANY OR OTHER EVALUATION OF ANY SECURITIES
OF THE COMPANY OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A
RECOMMATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY
SUCH SECURITIES.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(EU) NO.596/2014. ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN
MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
17 May 2019
Falcon Oil & Gas Ltd
Proposed Placing
Falcon Oil & Gas Ltd ("Falcon" or the "Company") (AIM: FOG, Euronext
Growth: FAC, TSXV: FO.V), the international oil and gas company engaged
in the exploration and development of unconventional oil and gas assets,
is pleased to announce a proposed placing of new Common Shares of the
Company (the "Placing Shares") at a price of 14p per Placing Share (the
"Placing Price") in order to raise gross proceeds of up to US$10 million
(c.GBP7.76 million) (the "Placing") by way of a conditional placing of
the Placing Shares with institutional investors.
The net proceeds of the Placing will primarily be used to fund Falcon's
share of estimated capital expenditure in respect of the drilling and
hydraulic fracture stimulation of four horizontal wells in the Beetaloo
Sub-basin, Australia (further details of which are provided below).
The Placing is being conducted through a bookbuilding process (the
"Bookbuild") which is being managed by J&E Davy ("Davy"), RBC Capital
Markets ("RBC") and Cenkos Securities plc ("Cenkos" and together with
Davy and RBC, the "Joint Bookrunners") and will open immediately
following the release of this Announcement and will be made available to
eligible institutional investors. Davy is also acting as nominated
adviser (for the purpose of the AIM Rules for Companies) and Euronext
Growth advisor (for the purpose of the Euronext Growth Rules) to the
Company in connection with the Placing.
Company Background
Falcon is an international oil and gas company focused on the
exploration and appraisal of unconventional oil and gas assets. Its
corporate strategy is to explore unconventional oil and gas basins;
following successful exploration, continue with appraisal programs to
determine commercialisation options; and subsequently monetise assets
prior to production.
Falcon Australia owns 30% of three exploration permits in the Beetaloo
Sub-basin, located in the Northern Territory of Australia (the
"Beetaloo") being EP76, EP98, EP117 (the "Beetaloo Exploration Permits")
which represent total gross acreage of 4.6 million, or 1.4 million acres
net to Falcon Australia's 30% participating interest. In 2014, Falcon
Australia farmed-out 35% of its participating interest in the Beetaloo
Exploration Permits to a subsidiary of Origin Energy Limited, and 35% of
its interest in the Beetaloo Exploration Permits to Sasol Petroleum
Australia Limited ("Sasol"), a subsidiary of Sasol Limited, pursuant to
the terms of a farm out agreement ("Farm-out Agreement"), in a deal
worth A$200 million (c.US$143 million). Following certain further
transfers of interest, Origin Energy B2 Pty Ltd. ("Origin") now holds a
70% participating interest in, and is the operator of, the Beetaloo
Exploration Permits (the "Operator") under a joint venture with Falcon
Australia, which holds the remaining 30% participating interest
(together, the "JV").
To date, the JV has drilled four wells under the stage 1 work program
set out in the Farm-out Agreement ("Stage 1"), which resulted in the
discovery of 6.6 TCF of 2C gross contingent resource estimate (1.94 TCF
net to Falcon). A 57 day extended well test resulted in cumulative
production of 63 MMscf and variable gas rates ranged between 0.8-1.2
MMscf/d.
The JV has agreed to evaluate the potential of the liquids-rich gas
fairways in both the Kyalla and the Velkerri shale plays as part of the
stage 2 work program set out in the Farm-out Agreement ("Stage 2").
Exploration and appraisal activities targeted to commence in mid-2019
under Stage 2 include the drilling and hydraulic fracture stimulation of
two horizontal wells:
1. Kyalla shale and hybrid liquids rich gas play -- one of the identified
three source rock and two hybrid target intervals in the Kyalla formation,
with estimated liquid yields in the range of 15-60 bbl/MMscf. The Kyalla
formation prospective areas, which are confined to the Beetaloo
Exploration Permits, are expected to have a cost advantage over the
Velkerri formation prospective areas given they are shallower and are
likely to contain liquids rich gas that could also improve expected
economics.
2. Velkerri shale liquids rich gas play -- a liquids rich gas play fairway
along the northern and south-eastern flanks of the Beetaloo Exploration
Permits, at 1,200-2,000mTVD, with regional gas composition and maturity
data indicating condensate to gas ratio at an estimated 5-40 bbl/MMscf.
Indications are that porosity and permeability are higher in these areas
and there is an increased potential for a stacked liquids rich target.
Exploration and appraisal activities targeted to commence in 2020 under
the stage 3 work program under the Farm-out Agreement ("Stage 3")
include the drilling and hydraulic fracture stimulation of a further two
horizontal wells targeting one or more of the three plays:
1. Velkerri B shale gas play
2. Kyalla shale and hybrid liquids rich gas plays
3. Velkerri shale liquids rich gas play
Reasons for the Placing
The estimated gross capex for Stage 2 and Stage 3 is c.US$130 million.
Under the terms of the Farm-out Agreement, Falcon Australia is carried
for up to c.A$113 million (US$80 million) for the costs of Stage 2 and
Stage 3, equating to c.US$24 million net benefit to Falcon, with
Falcon's net cash contribution estimated at US$15 million, before
contingency.
Falcon's net cash contribution to the first c.US$100 million of gross
capex for Stage 2 and Stage 3 is estimated at c.US$5.5 million, before
contingency. The Company will use the net proceeds of the Placing,
together with its existing cash resources of c.US$6 million, principally
to fund its net contribution to estimated capex under Stage 2 and Stage
3 and G&A expenses.
Details of the Placing
The Placing will be managed on the Company's behalf by the Joint
Bookrunners in accordance with the terms and conditions set out in
Appendix to this Announcement. The Placing is not being underwritten by
the Joint Bookrunners. The Company reserves the right to issue and sell
a lesser number of Common Shares through the Placing and to settle
certain of the Placing Shares by way of a direct subscription with the
Company. The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix. The Bookbuild, to determine demand
for participation in the Placing, will commence with immediate effect
following the release of this Announcement and is expected to close no
later than 6.30 p.m. UK time on 17 May 2019. However, the timing of the
closing of the Bookbuild is at the absolute discretion of the Joint
Bookrunners. The Joint Bookrunners and the Company reserve the right to
close the Bookbuild earlier or later, without further notice.
The number of Placing Shares and allocations will be determined by the
Company and Joint Bookrunners following the close of the Bookbuild. The
Placing Shares will, when issued, be credited as fully paid and will
rank equally in all respects with the existing Common Shares, including
the right to receive all dividends and other distributions declared,
made or paid in respect of such Common Shares after the date of issue of
the Placing Shares.
As detailed in the Appendix, the Placing is conditional upon, inter alia,
Admission becoming effective and the Placing Agreement not being
terminated prior to Admission.
It is expected that Admission will become effective and that dealings in
the Placing Shares will commence on 22 May 2019.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the "Important Information" section of this
Announcement and to the detailed terms and conditions of the Placing and
further information relating to the Bookbuild described in the Appendix.
By choosing to participate in the Placing and by making an oral and
legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such an offer on the terms and
subject to the conditions in it, and to be providing the representations,
warranties, acknowledgements and undertakings contained in the Appendix.
Market Abuse Regulation
This Announcement contains inside information for the purposes of
Article 7 of MAR. 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 person responsible for arranging the
release of this announcement on behalf of Falcon is Anne Flynn.
For further information on the Announcement, please contact:
Falcon Oil & Gas Ltd +353 1 676 8702
Phillip O'Quigley
Anne Flynn
Davy (Joint Bookrunner, Nominated Adviser
and Euronext Growth Advisor) +353 1 679 6363
John Frain
Ronan Veale
Barry Murphy
RBC (Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Martin Copeland
Duncan Smith
Jack Wood
Cenkos (Joint Bookrunner) +44 (0)131 220 6939
Joe Nally
Neil McDonald
Derrick Lee
Capitalised terms used but not defined in the text of this Announcement
shall have the meanings given to such terms in the sections headed
'Definitions' and 'Glossary' below.
About Falcon Oil & Gas Ltd
Falcon is an international oil and gas company engaged in the
exploration and development of unconventional oil and gas assets, with
the current portfolio focused in Australia, South Africa and Hungary.
Falcon is incorporated in British Columbia, Canada and headquartered in
Dublin, Ireland with a technical team based in Budapest, Hungary.
Falcon is listed on AIM, Euronext Growth and the TSX Venture Exchange
Market.
Competent Person's Statement
In accordance with the guidelines of AIM, Dr. Gábor Bada, Falcon
Oil & Gas Ltd's Head of Technical Operations, who holds a geology degree
from the Eötvös L. University in Budapest, Hungary and a PhD
from the Vrije Universiteit Amsterdam, the Netherlands, and is a member
of the American Association of Petroleum Geologists, meets the criteria
of qualified person under the AIM guidance note for mining and oil and
gas companies, has reviewed and approved the technical information
contained in this Announcement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
IMPORTANT INFORMATION
Davy, who is authorised and regulated in Ireland by the CBI, is acting
as the Company's nominated adviser (pursuant to the AIM Rules for
Nominated Advisers), Euronext Growth adviser (pursuant to the Euronext
Growth Rules) and joint bookrunner to the Company. Davy is acting
exclusively to the Company in connection with the Placing and no other
person in connection with the Placing. Davy will not regard any other
person as its customer or be responsible to any other person for
providing the protections afforded to customers of Davy nor for
providing advice in relation to the transactions and arrangements
detailed in this Announcement for which the Company and the Directors
are solely responsible. Davy has not authorised the contents of, or any
part of, this Announcement and, without limiting the statutory rights of
any recipient of this Announcement, no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained in
this Announcement or for omissions of any material information for which
it is not responsible. The responsibilities of Davy as (i) the Company's
nominated adviser solely for the purposes of the AIM Rules for Nominated
Advisers; and (ii) Euronext Growth Adviser solely for the purpose of the
Rules for Euronext Growth Advisers, are owed solely to the London Stock
Exchange and Euronext Dublin respectively and are not owed to the
Company or any Director or to any other person in respect of his
decision to acquire Common Shares, or otherwise invest, in the Company
in reliance on any parts of this Announcement.
Cenkos, who is authorised and regulated in the United Kingdom by the FCA,
is acting as Joint Bookrunner to the Company. Cenkos is acting
exclusively for the Company in connection with the Placing and no other
person in connection with the Placing. Cenkos will not regard any other
person as its customer or be responsible to any other person for
providing the protections afforded to customers of Cenkos nor for
providing advice in relation to the transactions and arrangements
detailed in this Announcement for which the Company and the Directors
are solely responsible. Cenkos has not authorised the contents of, or
any part of, this Announcement and, without limiting the statutory
rights of any person to whom this Announcement is issued, no liability
whatsoever is accepted by Cenkos for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information for which it is not responsible.
RBC, who is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the FCA and the PRA, is acting as
Joint Bookrunner to the Company. RBC is acting exclusively for the
Company in connection with the Placing and no other person in connection
with the Placing. RBC will not regard any other person as its customer
or be responsible to any other person for providing the protections
afforded to customers of RBC nor for providing advice in relation to the
transactions and arrangements detailed in this Announcement for which
the Company and the Directors are solely responsible. RBC has not
authorised the contents of, or any part of, this Announcement and,
without limiting the statutory rights of any person to whom this
Announcement is issued, no liability whatsoever is accepted by RBC for
the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information for which
it is not responsible.
This Announcement has been issued by, and is the sole responsibility of,
the Company. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by any Joint Bookrunner or by any of
their respective affiliates, agents, directors, officers or employees as
to or in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to, or publicly
available to, any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The distribution of the Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted or prohibited by law
or regulation. Persons distributing the Announcement must satisfy
themselves that it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company or any of the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offering of the
Placing Shares or possession or distribution of the Announcement or any
other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into
whose possession the Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe, such
restrictions.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the 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 such securities are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID
II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Placees 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 Shares.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The Announcement contains (or may contain) certain forward-looking
statements that are subject to risks and uncertainties. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses
and future prospects; and (ii) business and management strategies and
the expansion and growth of the Company's operations. These statements,
which sometimes use words such as "anticipate", "believe", "intend",
"estimate", "expect", "will", "may", "should", "plan", "target", "aim"
and words of similar meaning or similar expressions or negatives
therefor, reflect the Directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual
results and performance to differ materially from any expected future
results or performance expressed or implied by any such forward-looking
statement. Many of these risks and uncertainties relate to factors that
are beyond the Company's ability to control or estimate precisely, such
as (i) price fluctuations in crude oil and natural gas; (ii) currency
fluctuations; (iii) drilling and production results; (iv) reserves
estimates; (v) loss of market share and industry competition; (vi)
environmental and physical risks; (vii) risks associated with the
identification of suitable potential acquisition properties and targets,
and successful negotiation and completion of such transactions; (viii)
legislative, fiscal and regulatory developments including regulatory
measures addressing climate change; (ix) economic and financial market
conditions in various countries and regions; (x) political risks,
including the risks of renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement of shared costs; (xi) drilling
wells is speculative, often involving significant costs that may be more
than estimated and may not result in discoveries and (xii) changes in
trading conditions. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. Statements
contained in the Announcement regarding past trends or activities should
not be taken as a representation that such trends or activities will
continue in the future. The information contained in the Announcement is
subject to change without notice and, except as required by applicable
law, neither the Joint Bookrunners nor the Company assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein whether as a result of new
information, future events or otherwise. You should not place undue
reliance on forward-looking statements, which speak only as of the date
of the Announcement. Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial performance of
the Company or any other person following the implementation of the
Placing or otherwise.
The price of Common Shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the Common Shares. Past performance is no guide to future
performance and persons who require advice should consult an independent
financial adviser.
This Announcement is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Japan or the Republic of South Africa or any jurisdiction
into which the publication or distribution would be unlawful. Overseas
Shareholders and any person (including, without limitation, nominees and
trustees), who have a contractual or other legal obligation to forward
this document to a jurisdiction outside the United Kingdom should seek
appropriate advice before taking any action.
This Announcement is for information purposes only and does not
constitute, or form part of, a prospectus relating to the Company nor
does it constitute or form part of any invitation or an offer to any
person, or any public offer, to issue, sell, subscribe for, purchase or
otherwise acquire shares or the solicitation of an offer to acquire,
purchase or subscribe for any securities in the United States,
Australia, Canada, the Republic of South Africa or Japan or any
jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to in this Announcement have not been nor will
be registered under the Securities Act, and may not be offered, sold or
transferred, directly or indirectly, within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws
of any state or other jurisdiction of the United States. No public
offering of the securities referred to in this Announcement is being
made in the United States, United Kingdom or elsewhere.
Neither the content of the Company's website (or any other website) nor
the content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part of,
this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"GBP" means the lawful currency of the United Kingdom;
"A$" means the lawful currency of the Australia;
"Admission" means admission of the Placing Shares to trading on AIM,
Euronext Growth and the TSX Venture Exchange Market;
"AIM" means the Alternative Investment Market, a market regulated by the
London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies and the AIM Rules for
Nominated Advisers;
"AIM Rules for Companies" means the rules published by the London Stock
Exchange governing admission to AIM and the regulation of companies
whose securities are admitted to trading on AIM (and any guidance notes
in relation to the foregoing), as each may be amended from time to time;
"AIM Rules for Nominated Advisers" means the rules of the London Stock
Exchange governing the eligibility criteria, ongoing obligations and
disciplinary provisions for nominated advisers, as amended from time to
time;
"Announcement" means this announcement and the Appendix;
"Associate" means in respect of a person, any holding company,
subsidiary undertaking or branch of such person or any holding company,
subsidiary undertaking or branch of any such holding company, subsidiary
undertaking and branch or any of their respective associated
undertakings and "Associates" shall be construed accordingly;
"Bookbuild" means the bookbuilding process being conducted by the Joint
Bookrunners in connection with the Placing;
"Canadian Securities Laws" means all applicable Canadian securities laws
and the respective rules and regulations under such laws, together with
published policy statements, notices and orders of the Securities
Commissions;
"CBI" means the Central Bank of Ireland;
"Cenkos" means Cenkos Securities plc;
"Common Shares" means the common shares in the share capital of the
Company;
"Davy" means J&E Davy, trading as Davy including its affiliate Davy
Corporate Finance and other affiliates, or any of its subsidiary
undertakings;
"Director" means a director of the Company;
"EEA" means the European Economic Area;
"Euronext Dublin" means The Irish Stock Exchange plc trading as Euronext
Dublin;
"Euronext Growth" means the Euronext Growth market, a market operated by
Euronext Dublin (formerly known as the Enterprise Securities Market);
"Euronext Growth Rules" means the Euronext Growth Rules for Companies
and the Rules for Euronext Growth Advisers;
"Euronext Growth Rules for Companies" means the rules published by
Euronext Dublin governing admission to Euronext Growth and the
regulation of companies whose
securities are admitted to trading on Euronext Growth (and any guidance
notes in relation to the foregoing), as each may be amended from time to
time;
"Falcon Australia" means Falcon Oil & Gas Australia Ltd., a c. 98%
subsidiary of the Company;
"FCA" means the Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings and Associates
and "Group Company" means any one of them
"Joint Bookrunners" means together, Cenkos, Davy and RBC and each a
"Joint Bookrunner" ;
"London Stock Exchange" means the London Stock Exchange plc;
"MAR" means Market Abuse Regulation (EU) No 596/2014 and all delegated
regulations, technical standards and guidance relating thereto;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended from time to time;
"Overseas Shareholders" means shareholders with registered addresses, or
who are citizens or residents of, or incorporated in, countries outside
of the United Kingdom;
"Placees" means persons who have agreed to subscribe for Placing Shares
pursuant to the Placing;
"Placing" means the proposed placing of the Placing Shares described in
this Announcement;
"Placing Agreement" means the placing agreement among the Company and
the Joint Bookrunners dated 17 May 2019;
"Placing Price" means GBP0.14 per Placing Share;
"Placing Shares" means the new Common Shares that the Company is seeking
to issue in the Placing;
"Placing Results Announcement" means the press announcement, giving
details of the number of Placing Shares to be issued by the Company to
Placees at the Placing Price;
"Prospectus Directive" means the EU Prospectus Directive 2003/71/EC, as
amended from time to time, and includes any relevant implementing
directive measure in any Member State of the EEA to the extent
implemented in the relevant Member State of the EEA;
"Qualified Investor" means person who are qualified investors as defined
in section 86(7) of FSMA;
"RBC" means RBC Europe Limited (trading as RBC Capital Markets);
"Regulatory Information Service" means any of the services set out in
the list of Primary Information Providers maintained by the FCA and CBI;
"Rules for Euronext Growth Advisors" means the rules of Euronext Dublin
governing the eligibility criteria, ongoing obligations and disciplinary
provisions for Euronext Growth advisors, as amended from time to time;
"Securities Act" means United States Securities Act of 1933, as amended
from time to time;
"Securities Commissions" means the securities commissions or similar
regulatory authorities in British Columbia;
"TSX Venture Exchange" means the TSX Venture Exchange Inc;
"TSX Venture Exchange Market" means the TSX Venture Exchange market for
securities operated by the TSX Venture Exchange;
"TSXV Rules" means the rules, regulations and policies of the TSX
Venture Exchange including the TSX Venture Exchange Corporate Finance
Manual
"US$" means the lawful currency of the United States; and
"United States" means the United States of America, its territories and
possessions, any state in the United States, the District of Columbia
and other areas subject to its jurisdiction.
EXCHANGE RATES
Conversions from A$ to US$ in this announcement have been conducted at
an exchange rate of 0.71069 being the average exchange rate for the
previous two months as of 19 April 2019. Conversions from US$ to GBP in
this announcement have been conducted at an exchange rate of 0.77626
being the relevant exchange rate on 16 May 2019.
GLOSSARY
The following glossary of terms applies throughout this Announcement,
unless the context otherwise requires:
"2C" means best estimate of those quantities of petroleum which are
estimated, on a given date, to be potentially recoverable from known
accumulations, but which are not currently considered to be commercially
recoverable;
"bbl/MMscf" means the ratio of hydrocarbon liquids and gas expressed as
barrels per million standard cubic feet;
"contingent resource estimate" means contingent resource estimates that
have been prepared on a statistical aggregation basis and in accordance
with the Society of Petroleum Engineers Petroleum Resources Management
System, being (as of 15 February 2017) those quantities of gas (produced
gas minus carbon dioxide and inert gasses) that are potentially
recoverable from known accumulations but which are not yet considered
commercially recoverable due to the need for additional delineation
drilling, further validation of deliverability and original gas in place,
and confirmation of prices and development costs;
"mTVD" means meter true vertical depth;
"MMscf" means million standard cubic feet of gas;
"MMscf/d" means million standard cubic feet of gas per day;
"petroleum" composite term for natural gas, crude oil and liquids;
"production" means the production of petroleum from a discovery which
has been developed; and
"TCF" means trillion cubic feet of gas.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION CONTAINED
HEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY
AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF
THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS
WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA
TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE
"PROSPECTUS DIRECTIVE");
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN 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) OF THE ORDER; AND
(C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED,
AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING
BY A JOINT BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, EURONEXT DUBLIN, THE TSX VENTURE EXCHANGE OR AN
AUTHORISED PERSON WITHIN THE MEANING OF FSMA, NOR IS IT INTED THAT IT
WILL BE SO APPROVED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD (I) IN THE UNITED STATES ONLY TO A LIMITED NUMBER OF "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A ("QIBS") PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES;
AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE
ON AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
("REGULATION S"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO
REPRESENTATION IS BEING MADE AS TO THE AVAILABILITY OF ANY EXEMPTION
UNDER THE SECURITIES ACT FOR THE REOFFER, RESALE, PLEDGE OR TRANSFER OF
THE PLACING SHARES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM
ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
THE PLACING SHARES ARE NOT AND WILL NOT BE LISTED ON THE SIX SWISS
EXCHANGE ("SIX") OR ANY OTHER STOCK EXCHANGE OR REGULATED TRADING
FACILITY IN SWITZERLAND. THIS ANNOUNCEMENT HAS BEEN PREPARED WITHOUT
REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE PROSPECTUSES UNDER
ARTICLE 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS AND MAY NOT COMPLY
WITH INFORMATION STANDARDS REQUIRED THEREUNDER. NEITHER THIS
ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO
THE PLACING SHARES MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE
PUBLICLY AVAILABLE IN SWITZERLAND.
WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE
WITH ALL APPLICABLE CANADIAN SECURITIES LAWS, THE PLACING SHARES MAY NOT
BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR
THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER THE DATE OF ISSUANCE.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR
DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS ACT 2001 (CTH)
AND HAS NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION ("ASIC"). ACCORDINGLY, THIS ANNOUNCEMENT DOES NOT CONTAIN THE
INFORMATION WHICH WOULD BE CONTAINED IN A PROSPECTUS AND DOES NOT
PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE NECESSARY OR
DESIRABLE TO ENABLE A POTENTIAL INVESTOR TO PROPERLY EVALUATE AND
CONSIDER AN INVESTMENT IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT
PURPORT TO BE COMPLETE, NOR DOES IT CONTAIN ALL THE INFORMATION WHICH
MAY BE MATERIAL TO A RECIPIENT OF THIS ANNOUNCEMENT. IT SHOULD BE READ
IN CONJUNCTION WITH THE COMPANY'S OTHER PUBLIC FILINGS WHICH CAN BE
FOUND AT WWW.SEDAR.COM
https://www.globenewswire.com/Tracker?data=of_qM6xKAUi0P2ZcfkO5gs0UOlJCNphl7XFh3eI-wk6yC3zlKlU8hUsWsmJO3rbWKUYbBRT4DFinSXkScBHf6w==
. NO OFFER OF SECURITIES IN THE COMPANY IS BEING OR WILL BE MADE IN
AUSTRALIA IN CIRCUMSTANCES WHICH WOULD REQUIRE SUCH A PROSPECTUS TO BE
PREPARED. THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND IS NOT
AND SHOULD NOT BE CONSIDERED AN OFFER OR AN INVITATION TO ACQUIRE
ENTITLEMENTS, OR SHARES OR ANY OTHER FINANCIAL PRODUCTS UNDER AUSTRALIAN
LAW OR UNDER ANY OTHER LAW.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, ANY
PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND
OBSERVE, SUCH RESTRICTIONS.
This Announcement (or any part of it) does not constitute or form part
of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption
under the Prospectus Directive from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of FSMA does
not apply.
The Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing
or the accuracy or adequacy of this Announcement. Any representation to
the contrary is a criminal offence in the United States. The relevant
clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada, no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with
the securities laws of any state, province or territory of Australia,
Canada, Japan or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or distributed
to any other person and may not be reproduced in any manner whatsoever.
Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with
this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions. Persons (including, without
limitation, nominees and trustees) who have a contractual right or other
legal obligations to forward a copy of this Announcement should seek
appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you
should read and understand the information provided in this "Important
Information" section of this Announcement. Persons (including
individuals, funds or otherwise) who have chosen to participate in the
Placing will be deemed to have read and understood this Announcement,
including this Appendix, in its entirety, to be participating, making
and offer and acquiring Placing Shares on the terms and conditions, and
providing the representations, warranties, indemnities, acknowledgements,
and undertakings contained in this Announcement.
In this Appendix, unless the context otherwise requires, "Placee" means
a Relevant Person (including individuals, funds or others) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been
given. In particular, each such Placee represents, warrants,
acknowledges and agrees (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each, a "Relevant Member State")
who acquires any Placing Shares pursuant to the Placing: (i) is a
Qualified Investor; or (ii) in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Relevant Member
State other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer or
resale; or (B) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons;
3. i)it is not in the United States and (ii) it is not acting for the
account or benefit of a person in the United States unless, in the case
of this clause (ii), it is acting with investment discretion for such
person or, if such person is a corporation or partnership, the person
agreeing to purchase the Placing Shares is an employee of such person
authorised to make such purchase;
4. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and agreements
contained in this Announcement; and
5. it understands (or, if acting for the account of another person, such
person understands) the resale and transfer restrictions set out in this
Announcement.
The Company and the Joint Bookrunners will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
Details of the Placing
The Joint Bookrunners will commence the Bookbuild in respect of the
Placing. The book will open with immediate effect following the release
of this Announcement. The Joint Bookrunners have entered into an
agreement with the Company (the "Placing Agreement") under which,
subject to the terms and conditions set out in that agreement, each
Joint Bookrunners has agreed severally to use its reasonable endeavours
to procure Placees for the Placing Shares at the Placing Price.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement becoming unconditional in
all respects and not being terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as full paid and will rank pari
passu in all respects with the existing issued Common Shares, including
the right to receive dividends and other distributions declared, made or
paid in respect of such Common Shares after the date of issues of the
Placing Shares.
Application for Admission to trading
Application will be made to:
1. the London Stock Exchange for admission of the Placing Shares to trading
on AIM;
2. Euronext Dublin for admission of the Placing Shares to trading on
Euronext Growth; and
3. TSX Venture Exchange for listing of the Placing Shares for trading on TSX
Venture Exchange Market,
in relation to Admission.
Subject to, amongst other things, the Placing Agreement becoming
unconditional and not being terminated in accordance with its terms, it
is expected that Admission will become effective and that dealings in
the Placing Shares will commence on AIM and Euronext Growth at 8.00 a.m.
on 22 May 2019. The Placing Shares will not trade on the TSX Venture
Exchange until the date that is four months and a day after the day of
issuance.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally and not jointly
or jointly and severally as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by any of the Joint Bookrunners to
participate. Each of the Joint Bookrunners and any of their respective
affiliates are entitled to enter bids in the Bookbuild.
3. The Bookbuild will establish the number of Placing Shares to be issued by
the Company at the Placing Price, which will be payable by all Placees
whose bids are successful. The number of Placing Shares to be issued will
be announced through the Placing Results Announcement following the
completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at the relevant Joint Bookrunner.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to acquire at the Placing Price. Bids may be scaled down by
the Joint Bookrunnners on the basis referred to in paragraph 9 below.
5. The Bookbuild is expected to close no later than 18.30 p.m UK time on 17
May 2019 but may close 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 Bookbuild has closed.
6. Each Placee's allocation will be determined by the Joint Bookrunners in
their discretion following consultation with the Company and will be
confirmed orally by the relevant Joint Bookrunner as soon as practicable
following the close of the Bookbuild. Each Placee's allocation and
commitment will be evidenced by a form of confirmation issued to such
Placee by the relevant Joint Bookrunner ("Confirmation"). The terms of
this Appendix will be deemed incorporated in that Confirmation.
7. Such Confirmation will constitute an irrevocable legally binding
commitment by that person (who will at that point become a Placee) in
favour of the Joint Bookrunners and the Company to subscribe for the
number of Placing Shares allocated to it at the Placing Price on the
terms and conditions set out in this Appendix (a copy of the terms and
conditions having been provided to the Placee prior to or at the same
time as such Confirmation) and in accordance with the Company's articles
of association. Except with the Joint Bookrunners' written consent, such
commitment will not be capable of variation or revocation at the time at
which it is submitted. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement, subject
to the Placing Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by that
Placee regardless of the total number of Placing Shares (if any)
subscribed for by any other investor(s).
8. The Company will release the Placing Results Announcement following the
close of the Bookbuild, detailing the aggregate number of Placing Shares
to be issued.
9. The Joint Bookrunners may choose to accept bids, either in whole or in
part, on the basis of allocations determined at the Joint Bookrunners'
discretion (after consultation with the Company) and may scale down any
bids for this purpose on such basis as they may determine or be directed.
The Joint Bookrunners may also, notwithstanding paragraphs 5 to 8 above,
(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 Bookbuild has closed to any person submitting a bid
after that time.
10. Each Placee's obligation to acquire and pay for Placing Shares under the
Placing will be owed to the Joint Bookrunners and the Company. Each
Placee has an immediate, separate, irrevocable and binding obligation,
owed to the Joint Bookrunners, to pay to the relevant Bookrunner (or as
it may direct) in cleared funds an amount equal to the Placing Price for
each Placing Share it has agreed to acquire and the Company has agreed to
allot and issue to the Placee under the Placing.
11. Each Placee will be deemed to have read and understood this Appendix in
its entirety, to be participating in the Placing upon the terms and
conditions contained in this Appendix, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.
12. To the fullest extent permitted by law and applicable FCA rules (the "FCA
Rules") and CBI rules, none of (i) the Joint Bookrunners, (ii) any of
their respective directors, officers, employees, consultants, affiliates,
agents, or (iii) to the extent not contained within (i) or (ii), any
person connected with the Joint Bookrunners as defined in FSMA ((i), (ii)
and (iii) being together "affiliates" and individually an "affiliate"),
(iv) any person acting on any of the Joint Bookrunners' behalf, shall
have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any person other than the Company in
respect of the Placing. In particular, neither 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 or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may agree.
13. Irrespective of the time at which a Placee's allocation(s) pursuant in
the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under 'Registration and Settlement'.
14. All obligations of the Joint Bookrunners under the Placing will be
subject to the fulfilment of the conditions referred to below under
'Conditions of the Placing' and to the Placing Agreement not being
terminated on the basis referred to below under 'Termination of the
Placing Agreement'. In the event that the Placing Agreement does not
otherwise become unconditional in any respect or is terminated, the
Placing will not proceed and all funds delivered by the Placee to the
Joint Bookrunners (or any one of them) in respect of the Placee's
participation will be returned to the Placee at the Placee's risk without
interest.
15. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the
circumstances described below and will not otherwise be capable of
rescission or termination by the Placee.
16. By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including this Appendix, in its entirety
and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other things:
1. the Company having complied with its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed prior
to Admission);
2. Admission having occurred not later than 8.00 a.m. on 22 May 2019 or such
later date as the Company and the Joint Bookrunners may agree (in any
event being not later than 8.00 a.m. on 30 May 2019);
3. the publication of the Placing Results Announcement through a Regulatory
Information Service no later than 6.30 p.m. on 17 May 2019 (or such later
time and/or date as the Company and the Joint Bookrunners may agree);
4. none of the representations, warranties or undertakings on the part of
the Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at the date of the Placing Agreement or
any time before Admission, and no fact or circumstance having arisen
which would constitute a breach of any of the representations, warranties
or undertakings under the Placing Agreement; and
5. from the date of this Agreement to immediately prior to Admission, there
not having occurred, in the Joint Bookrunners opinion (acting in good
faith) an adverse change in, or any development reasonably likely to
result in or have a prospective adverse change in or affecting, the
condition (financial, operational, legal or otherwise), prospects,
earnings, properties, assets, rights, net asset value, funding position,
liquidity, solvency, management, business affairs or operations of (i)
the Company or (ii) the Group taken as a whole, whether or not arising in
the ordinary course of business, which is material (whether or not
foreseeable at the date of this Agreement),
(all conditions to the obligations of the Joint Bookrunners included in
the Placing Agreement being together, the "Conditions").
If (i) any of the Conditions are not fulfilled or, where permitted,
waived by the Joint Bookrunners in accordance with the Placing Agreement
within the respective time periods or such later time and/or date as the
Company and the Joint Bookrunners may agree, provided that the time for
satisfaction of the Conditions shall not be extended beyond 8.00 a.m. on
30 May 2019), (ii) any of the Conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in accordance
with its terms, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made
by the Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing Agreement" below and will
not be capable of rescission or termination by it after the issue by the
relevant Joint Bookrunner of a Confirmation to such Placee.
Each of the Joint Bookrunners, in their respective absolute discretion,
may waive compliance by the Company with the whole or any part of any of
the Company's obligations in relation to the Conditions and the Joint
Bookrunners may also agree in writing with the Company to extend the
time for satisfaction of any Condition. Any such extension or waiver
will not affect Placees' commitments or obligations as set out in this
Announcement.
The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for the
satisfaction of any Condition nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing generally,
and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Any of the Joint Bookrunners is entitled at any time before Admission,
to terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
1. the Company fails to comply with any of its undertakings, covenants or
obligations under the Placing Agreement which the Joint Bookrunners
consider, in their sole judgement (acting in good faith) to be (singly or
in aggregate) material in the context of the Placing; or
2. any of the representations or warranties given by the Company in the
Placing Agreement is or becomes untrue, inaccurate or misleading; or
3. any statement contained in certain placing documents has become, or an
omission in such placing documents, results in them being untrue,
inaccurate in any material respect in the context of the Placing or
misleading; or
4. there has occurred a force majeure event, or any material adverse change
has occurred in the financial position or prospects or business of the
Company or the Group which, in the opinion of the Joint Bookrunner, in
their sole judgement (acting in good faith), to be (singly or in
aggregate) is material in the context of the Company, the Group taken as
a whole, the Placing or Admission.
Upon such termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement subject to certain exceptions. If the
Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in
this Announcement shall cease and terminate at such time and no claim
can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
the Joint Bookrunners that the exercise by the Joint Bookrunners of any
right of termination, waiver or other condition or decision to extend or
not the time for satisfaction of any Condition or any other right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and that neither the
Company nor the Joint Bookrunners need make any reference to such Placee
and that neither the Joint Bookrunners or the Company nor any of their
respective affiliates, agents, directors, officers or employees, shall
have any liability to such Placee (or to any other person whether acting
on behalf of a Placee or otherwise) whatsoever in connection with any
such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will
be submitted to be approved by the FCA, CBI or submitted to the London
Stock Exchange, Euronext Dublin or TSX Venture Exchange in relation to
the Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this Announcement
and any information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any
further terms set forth in the Confirmation to be sent to individual
Placees.
Each Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by or on
behalf of the Company, the Joint Bookrunners or any other person and
none of the Joint Bookrunners nor the Company nor any other person
acting on such person's behalf nor any of their respective affiliates,
agents, directors, officers or employees has or shall have any liability
for any Placee's decision to participate in the Placing and/or Bookbuild
based on any other information, representation, warranty or statement
which the Placees may have obtained or received. Each Placee
acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall operate to
limit or exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Participation in the Bookbuild is only available to persons who are
invited to participate in it by the Joint Bookrunners (or any one of
them).
Each Placee's commitment to acquire a fixed number of Placing Shares
under the Placing will be agreed orally or in writing or via email with
the Joint Bookrunners, and such agreement will constitute a legally
binding commitment on such Placee's part to acquire such number of
Placing Shares at the Placing Price subject to the terms and conditions
set out in this Announcement and the Company's articles of association.
If Placees are allocated any Placing Shares in the Placing they will be
sent a form of confirmation or electronic confirmation by the relevant
Joint Bookrunner, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Placing Price and the aggregate
amount owed by them to the relevant Joint Bookrunner(s).
Each Placee will be deemed to agree that it will do all things necessary
to ensure that delivery and payment is completed as directed by the
relevant Joint Bookrunner in accordance with either the standing CREST
or certificated settlement instructions which they have in place with
the relevant Joint Bookrunner.
Settlement of transactions in depository interests representing the
Placing Shares following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), subject to
certain exceptions. Settlement of depository interests representing the
Placing Shares through CREST is expected to take place on 22 May 2019
unless otherwise notified by the Joint Bookrunners and Admission is
expected to occur no later than 8.00 a.m. on 30 May 2019 unless
otherwise notified by the Joint Bookrunners. Admission and Settlement
may occur at an earlier date, which if achievable, will be notified
through a Regulatory Information Service. Settlement will be on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of depository interests
representing Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. The Joint
Bookrunners reserve the right to require settlement for the Placing
Shares (or a portion thereof), and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or
settlement of depository interests representing Placing Shares to
Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on
the due date in accordance with the arrangements set out above at the
rate of two percentage points above LIBOR as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Joint Bookrunner's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the 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 Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the conditional form of
confirmation is copied and delivered immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person for
whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to United Kingdom stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By submitting a bid in the Bookbuild, each prospective Placee (and any
person acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (for itself and for any such prospective
Placee) that (save where the Joint Bookrunners expressly agree in
writing to the contrary):
1. it has read, understood and accepts the terms and conditions set out
within this Announcement, including the Appendix, in its entirety and
that its acquisition of Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, acknowledgements,
agreements, indemnities and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made
at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information
contained in this Announcement and the Publicly Available Information;
2. it has received this Announcement solely for its use and has not
redistributed or duplicated it;
3. no offering document, prospectus or admission document has been or will
be prepared in connection with the Placing and that it has not received a
prospectus, admission document or other offering document in connection
with the Placing or the Placing Shares;
4. its participation in the Placing shall also be subject to the provisions
of the Placing Agreement and the articles of association of the Company
in force both before and immediately after Admission;
5. the Common Shares are admitted to trading on AIM, Euronext Growth and the
TSX Venture Exchange and the Company is therefore required to publish
certain business and financial information in accordance with the AIM
Rules, Euronext Growth Rules and TSXV Rules (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent financial statements and
that it is able to obtain or access such Exchange Information without
undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company
without undue difficulty;
6. it is not a resident of Canada and the Placing Shares may not be resold
to a resident of Canada, except in accordance with an exemption from
Canadian Securities Laws, or traded on or through the facilities of the
TSX Venture Exchange until the date that is four months and a day after
the date of issue of the Placing Shares;
7. none of the Joint Bookrunners nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide, it
with any material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of the Joint Bookrunners, the
Company, any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them to provide it
with any such information;
8. it has made its own assessment of the Placing Shares and has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing;
9. the content of this Announcement and the Publicly Available Information
is exclusively the responsibility of the Company and that none of the
Joint Bookrunners, or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of
them 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 and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise.
Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that (A) neither the Joint
Bookrunners, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or warranty
to it, express or implied, with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information; (B) none of the Joint Bookrunners nor the
Company nor their respective affiliates, agents, directors, officers or
employees will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement; (C) it has relied on its own
investigation of the business, financial or other position of the Company
in deciding to participate in the Placing, satisfied itself that the
information is still current and relied on that investigation for the
purposes of its decision to participate in the Placing; and (D) has not
relied on any investigation that the Joint Bookrunners or any person
acting on their behalf may have conducted with respect to the Company,
the Placing or the Placing Shares;
10. it if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not (i) dealt in the
securities of the Company; (ii) encouraged or required another person to
deal in the securities of the Company; (iii) disclosed such information
to any person, prior to the information being made generally available;
or (iv) relied on any such information in accepting this invitation to
participate in the Placing;
11. none of the Joint Bookrunners nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on behalf
has or shall have any liability for any information, representation or
statement contained in this Announcement or for any Publicly Available
Information, or any representation, warranty or undertaking relating to
the Company nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation,
warranty or statement contained in this Announcement, the Publicly
Available Information or otherwise provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
12. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency
having jurisdiction in respect thereof (the "Regulations") and, if it is
making payment on behalf of a third party, it has obtained and recorded
satisfactory evidence to verify the identity of the third party as may be
required by the Regulations;
13. if a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, that the Placing Shares subscribed for 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 a member state of the EEA which has implemented the Prospectus
Directive other than to Qualified Investors, or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the proposed
offer or resale;
14. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not
result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
15. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within
the meaning of the Prospectus Directive;
16. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an authorised
person;
17. 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 FSMA with respect to anything done
by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom);
18. it and any person acting on its behalf (it within the United Kingdom) is
a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of
the Order, or is a person to whom this Announcement may otherwise be
lawfully communicated and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
19. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive and represents and agrees
that it (and any person acting on its behalf) is such a qualified
investor;
20. it and/or each person on whose behalf it is participating (i) is entitled
to subscribe for and acquire Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) has fully observed such
laws and regulations; (iii) it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to commit to
this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its subscription
of the Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
21. the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United Stated, or any other jurisdiction
of the United States, Australia, Canada, the Republic of South Africa or
Japan and, subject to certain exceptions, may not be offered, sole, take
up, renounced or delivered or transferred, directly or indirectly within
the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that
purpose is required;
22. it has complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with the Placing Shares, complied with all
requisite formalities and that it has not taken any action or omitted to
take any action which will or may result in the Joint Bookrunners, the
Company or any of their respective directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory requirements of
any territory in connection with the Placing;
23. its purchase of Placing Shares does not trigger, in the jurisdiction in
which it is resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report with respect to such
purchase; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;
24. it has the funds available to pay for the Placing Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make payment
to the relevant Joint Bookrunner for the Placing Shares allocated to it
in accordance with the terms and conditions of 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 relevant Joint
Bookrunner may in its discretion determine and without liability to such
Placee and it will remain liable for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
25. none of the Joint Bookrunners nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf
of the Joint Bookrunners, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities contained in
the Placing Agreement nor the exercise or performance of the Joint
Bookrunners' rights and obligations thereunder including any rights to
waive or vary any Conditions or exercise any termination right under the
Placing Agreement and that participation in the Placing is on the basis
that it is not and will not be a client of the Joint Bookrunners for the
purposes of the Placing and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections afforded
to its clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of
any of its rights and obligations thereunder including any rights to
waive or vary any Conditions or exercise any termination right;
26. 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. None
of the Joint Bookrunners or 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 Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it agrees
to indemnify the Company and the Joint Bookrunners in respect of the same
(including any interest or penalties) on the basis that depository
interests representing Placing Shares will be allotted to the CREST stock
account of the Joint Bookrunners who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
27. these terms and conditions and any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations arising
out of or in connection with such agreements shall be governed by and
construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as regards
any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment
for the Placing Shares (together with any interest chargeable thereon)
may be taken by the Company and/or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange;
28. the Joint Bookrunners and their respective affiliates, agents, directors,
officers, employees and any person acting on their behalf will rely upon
the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises the Joint Bookrunners to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable
law or regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
29. to indemnify on an after tax basis and hold the Company, the Joint
Bookrunners and their respective affiliates, agents, directors, officers,
employees and any person acting on their behalf 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 Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
30. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, (a) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements
herein on behalf of each such person and (b) it is and will remain liable
to the Company and the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact
that it is acting for another person);
31. its commitment to subscribe for Placing Shares on the terms set out
herein and the Confirmation will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's 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 Placee's subscription (and/or the subscription of a person for whom
such Placee 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 a warranty from
each Placee, 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 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 Placee
agrees that it shall be responsible for such stamp duty or stamp duty
reserve tax, and none of the Company or the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint
Bookrunners accordingly;
32. no action has been or will be taken by any of the Company or the Joint
Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
33. in making any decision to subscribe for the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this sector and
is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection
with the Placing. It further confirms that it relied on its own
examination and due diligence of the Company and its associates taken as
a whole, and the terms of the Placing, including the merits and risks
involved;
34. it has (a) made its own assessment and satisfied itself concerning legal,
regulatory, tax, business and financial considerations in connection
herewith to the extent it deems necessary; (b) had access to review
Publicly Available Information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment decision;
(c) reviewed such information as it believes is necessary or appropriate
in connection with its subscription of the Placing Shares; and (d) made
its investment decision based upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners;
35. it may not rely on any investigation that the Joint Bookrunners or any
person acting on its behalf may or may not have conducted with respect to
the Company, or the Placing and the Joint Bookrunners has not made any
representation to it, express or implied, with respect to the merits of
the Placing, the subscription for the Placing Shares, or as to the
condition, financial or otherwise, of the Company, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It acknowledges
and agrees that no information has been prepared by the Joint Bookrunners
or the Company for the purposes of this Placing;
36. it will not hold the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers, employees or any person acting
on their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the Company
(including, but not limited to, the Publicly Available Information) or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors relating
to the Company (the "Information") and that neither the Joint Bookrunners
nor any person acting on behalf of the Joint Bookrunners makes any
representation or warranty, express or implied, as to the truth, accuracy
or completeness of such Information or accepts any responsibility for any
of such Information; and
37. the Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state
or other jurisdiction of the United States, and accordingly, may not be
offered or sold or otherwise transferred in the United States except
pursuant to a registration statement under the Securities Act or an
exemption from the registration requirements of the Securities Act and,
in connection with any such transfer, the Company shall be provided, as a
condition to transfer, with a legal opinion of counsel, in form and by
counsel reasonably satisfactory to the Company, that no such Securities
Act registration is or will be required and with appropriate
certifications by the transferee as to appropriate matters.
38. if a Placee is purchasing the Placing Shares outside the United States,
the Placee (and any person acting on such Placee's behalf) agrees,
represents and warrants as follows:
1. it is aware that the Placing Shares are being offered outside the
United States in reliance on Regulation S promulgated under the
Securities Act ("Regulation S");
2. it is, at the time of the offer and acceptance of the Placing
Shares, outside the United States for the purposes of Regulation
S; and
3. it did not purchase or otherwise acquire the Placing Shares based
on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in
a publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States.
The representations, warranties, acknowledgements and undertakings
contained in this Announcement are given to each of the Joint
Bookrunners for itself and on behalf of the Company and are irrevocable.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that the Joint Bookrunners do not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing Agreement.
In addition, Placees should note that they 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.
Each Placee and any person acting on behalf of each Placee acknowledges
and agrees that the Joint Bookrunners or any of their affiliates may, at
their absolute discretion, satisfy their obligations to procure Placees
by itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person to do
so.
When a Placee or person acting on behalf of the Placee is dealing with
the Joint Bookrunners, any money held in an account with the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will
not be segregated from the Joint Bookrunners money in accordance with
the client money rules and will be used by the Joint Bookrunners in the
course of its own business; and the Placee will rank only as a general
creditor of the Joint Bookrunners.
References to time in this Announcement are to London time, unless
otherwise stated. All times and dates in this Announcement may be
subject to amendment. The Joint Bookrunners shall notify the Placees and
any person acting on behalf of the Placees of any changes.
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 price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, Euronext
Growth and the TSX Venture Exchange Market.
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.
(END) Dow Jones Newswires
May 17, 2019 02:56 ET (06:56 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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