TIDMHE1
RNS Number : 5266X
Helium One Global Ltd
20 December 2023
20 December 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER "THIS
ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION SECTION AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HELIUM ONE GLOBAL LTD OR ANY OTHER
ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HELIUM
ONE GLOBAL LTD.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE
MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
Helium One Global Ltd
("Helium One" or "the Company")
Proposed Placing and Subscription of a minimum of GBP5.8 million
(approximately US$7.4 million) to Fund a Second Exploration Well in
the Rukwa Basin
Helium One Global (AIM: HE1), the primary helium explorer in
Tanzania, is pleased to announce a proposed fundraise of GBP5.8
million (approximately US$7.4 million), before expenses, by way of
a placing (the "Placing") and a direct subscription (the
"Subscription") at a price of 0.25 pence per new ordinary share
(the "Issue Price") (together, the "Fundraise").
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") to be undertaken by Liberum Capital
Limited ("Liberum"), and Peterhouse Capital Limited ("Peterhouse")
acting as Joint Bookrunners (together the "Joint Bookrunners"). The
Bookbuild will commence immediately following the release of this
announcement.
The final number of shares to be issued pursuant to the
Fundraise (the "Fundraise Shares") will be announced as soon as
reasonably practicable after the close of the Bookbuild.
The Fundraise will be effected by way of a cashbox placing of
new Ordinary Shares in the Company for non-cash consideration,
further details of which are set out below. The cashbox placing
structure is being used so as to enable the Fundraise to complete
as quickly as possible and in any event before the Company
commences drilling of the Itumbula West-A well which is currently
scheduled for January 2024.
Summary
-- Proposed Placing and Subscription to raise gross proceeds of
a minimum GBP5.8 million (approximately US$7.4 million) (before
expenses) at the Issue Price.
-- The Placing will be made to certain existing shareholders and
other institutional and high net worth investors.
-- All of the directors of the Company and a member of
management have indicated an intention to participate in the
Subscription up to an aggregate amount of approximately GBP18k
(approximately US$23k).
-- Issue Price of 0.25 pence per new ordinary share represents a
discount of 72 per cent. to the closing mid-market price of the
Company's existing ordinary shares on 19 December 2023, the last
practicable date prior to this announcement.
-- The net proceeds of the Fundraise will be used for drilling
an exploration well (Itumbula West-A) on the Itumbula prospect, in
addition to general working capital purposes.
-- The timing for the close of the Bookbuild and allocation of
the Fundraise Shares shall be at the discretion of the Joint
Bookrunners, in consultation with the Company. For the avoidance of
doubt, the Fundraise is not underwritten.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the placing agreement between the Company
and the Joint Bookrunners becoming unconditional and not being
terminated in accordance with its terms.
Further details of the terms and conditions of the Placing are
set out in the Appendix to this announcement (which forms part of
this announcement, such announcement and its Appendices together
being the "Announcement").
The Appendix to this announcement (which forms part of this
announcement) contains the detailed terms and conditions of the
Placing. Members of the public are not eligible to take part in the
Placing.
Lorna Blaisse, Chief Executive Officer, commented:
"The Itumbula prospect has always ranked highly in our
portfolio. We are confident that the rig will be fully operational
again shortly. We're currently rigging up and due to remobilise a
full crew and then we will spud the Itumbula West-A well. With the
dataset we have, as well as the information that we have gained
from Tai-3, we remain optimistic that this well will yield a very
positive outcome."
For further information please visit the Company's website:
www.helium-one.com
Contact
Helium One Global Ltd +44 20 7920
Lorna Blaisse, CEO 3150
Liberum Capital Limited (Nominated
Adviser and Joint Broker)
Scott Mathieson
Ed Thomas +44 20 3100
Nikhil Varghese 2000
Peterhouse Capital Limited (Joint Broker)
Lucy Williams
Charles Goodfellow +44 20 7220
Duncan Vasey 9792
Tavistock (Financial PR)
Nick Elwes +44 20 7920
Tara Vivian - Neal 3150
Notes to Editors
Helium One Global, the AIM-listed Tanzanian explorer, holds
prospecting licences totalling 2,965km(2) across three distinct
project areas, with the potential to become a strategic player in
resolving a supply-constrained helium market.
The Rukwa, Balangida, and Eyasi projects are located within rift
basins on the margin of the Tanzanian Craton in the north and
southwest of the country. The assets lie near surface seeps with
helium concentrations ranging up to 10.6% He by volume. All Helium
One's licences are held on a 100% equity basis and are in close
proximity to the required infrastructure.
The Company's flagship Rukwa Project is located within the Rukwa
Rift Basin covering 1,898km(2) in south-west Tanzania. The project
is considered to be an advanced exploration project with leads and
prospects defined by a subsurface database including multispectral
satellite spectroscopy, airborne gravity gradiometry, 2D seismic
data, and QEMSCAN analysis. The Rukwa Project has been de-risked by
the 2021 drilling campaign, which identified reservoir and seal
with multiple prospective intervals from basin to near surface
within a working helium system.
In July 2023, Helium One acquired their own exploration drill
rig, an Epiroc Predator 220 oil and gas type rig, capable of
drilling to depths of 2,400m. The rig was shipped to Tanzania in
order to commence Phase II drilling operations.
Helium One is listed on the AIM market of the London Stock
Exchange with the ticker of HE1 and on the OTCQB in the United
States with the ticker HLOGF.
Background to and reasons for the Fundraise and Use of
Proceeds
Itumbula West-A well: New prospect and revised well location
Following the positive drilling results from the Tai-3 well, and
the increase in concentration and frequency of helium shows
encountered with increased depth as well as the proximity to faults
and fractures in Basement, the Company has subsequently reviewed
the geology of the Itumbula prospect. It is bounded by a large,
deep seated western fault which extends into the Basement source
rock. It is this fault that is interpreted to be associated with
the active surface helium seep, located approximately 3km from the
proposed well location.
With the results from Tai-1/-1A and Tai-3 indicating that it
could be the migration of fluids that play a crucial role in
liberating the helium out of the Basement source rock and along
fractures and faults. The Company has now elected to target the
western bounding fault at Itumbula in addition to the conventional
targets in the Lake Beds, Karoo and Basement. Therefore, the
Itumbula well has been designed to directly target this new,
additional fault play where the Company anticipates helium
concentrations will be significantly elevated.
Operational readiness
As previously announced by the Company, the civils work on the
new Itumbula West-A well pad is now complete and the rig and camp
have also been moved to Itumbula from the Tai-3 location. The rig
and all associated equipment (including the substructure, pipe
skate, wireline equipment, cementing and fluids) are now on the
Itumbula West-A well site and the rigging-up process has commenced.
The iron rough neck, which arrived on location on 14(th) December,
will be installed as part of the rig-up process. Following this,
the rig will undergo a full function test and, once this process is
complete, and all personnel have been remobilised, the Company will
commence drilling.
Rationale for the Fundraise
The proposed Fundraise will provide the Company with the
opportunity to drill a second exploration well and meet the
outstanding costs from Tai-3 as a result of rig repairs, drilling a
deeper well than originally planned as well as new civils work for
a revised well location on Itumbula. The Itumbula West-A well
provides an opportunity to drill a highly ranked prospect into a
new fault play, as well as targeting the Lake Beds, Karoo and
Basement play. The new well is located, 3km from the active
Itumbula surface helium seep, with helium concentrations measured
up to 10.2%, as well as the presence of multiple surface helium
anomalies which have been identified across the prospect from
multispectral satellite spectroscopy studies.
Use of proceeds
The net proceeds of the Fundraise provide the Company funds for
drilling the Itumbula West-A well, commencing in early January
2024, with the breakdown of the use of proceeds for the full
drilling programme including:
-- Drilling of Itumbula West-A ($6.1m)*
-- Tai-3 outstanding costs ($2.7m)
-- Licence fees ($0.3m)
-- Estimated cost of fundraise ($0.7m)
-- 3 months G&A ($0.8m)
*Cost of drilling Itumbula West-A assumes an uninterrupted c.30
day drilling programme with no operational cost overruns
The Company also currently has a cash balance of $3.2m.
Drilling Programme and related timetable
Following the completion of the proposed Fundraise, the Company
will be fully funded to complete an uninterrupted 30 day drilling
programme of the Itumbula West-A well.
Outlook and Working Capital Position
Following the completion of the Tai-3 well drilling programme,
the Company retains sufficient funds to remain a going concern,
with a current cash balance of $3.2m. The proceeds of the Fundraise
will provide up to an additional 3 months working capital including
the drilling of the Itumbula West-A well.
Details of the Placing and Subscription
The Fundraise Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with Helium One's
existing issued ordinary shares of no par value each (the "Ordinary
Shares").
The Placing, which is subject to the terms and conditions set
out in the Appendix to this Announcement, is conditional upon,
inter alia, Admission becoming effective and the Placing Agreement
(defined below) becoming unconditional in all respects by no later
than 8.00 a.m. on 28 December 2023 or such later time and/or date
(being not later than 31 January 2024) as the Company, Liberum and
Peterhouse may agree. Application will be made to the London Stock
Exchange for the Fundraise Shares to be admitted to trading on AIM.
It is expected that Admission will occur and that dealings will
commence at 8.00 a.m. on 28 December 2023.
The Fundraise will be effected by way of a cashbox placing of
new Ordinary Shares in the Company for non-cash consideration.
Liberum, Peterhouse, the direct subscribers under the Subscription
will subscribe for redeemable preference shares in a new Jersey
incorporated wholly owned subsidiary of the Company ("JerseyCo")
for an amount equal to the net proceeds of the Fundraise
respectively. The Company will allot and issue the Fundraise Shares
on a non-pre-emptive basis to Placees, subscribers pursuant to the
Subscription in consideration for the transfer of the redeemable
preference shares in JerseyCo that will be issued to Liberum,
Peterhouse, the direct subscribers under the Subscription. No
shareholder approval is required to effect the Fundraise.
Liberum and Peterhouse are acting as Joint Bookrunners to the
Placing.
Liberum and Peterhouse have entered into an agreement with
Helium One (the "Placing Agreement") under which, subject to the
conditions set out therein, Liberum and Peterhouse have agreed to
use their respective reasonable endeavours to procure subscribers
for the Placing shares in the UK. The Placing for placees of
Liberum and Peterhouse are subject to the terms and conditions set
out in the Appendix to this announcement.
Admission and Settlement
Application will be made for the Fundraise Shares to be admitted
to trading ("Admission") on the AIM market of the London Stock
Exchange ("AIM"). It is expected that Admission will take place at
8.00 a.m. (London time) on or around 28 December 2023 (or such
later date as may be agreed between the Company and the Joint
Bookrunners). The Placing is conditional upon, inter alia,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. The Subscription is also
conditional, inter alia, upon the Placing becoming
unconditional.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT 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 ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF PROSPECTUS
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") OR (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER (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. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. 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.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES. THE PLACING IS BEING MADE SOLELY OUTSIDE
THE UNITED STATES TO PERSONS IN OFFSHORE TRANSACTIONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) MEETING
THE REQUIREMENTS OF REGULATION S. PERSONS RECEIVING THIS
ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE
UNITED STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR
INDIRECTLY, IN CONNECTION WITH THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED
TERRITORY").
NO PUBLIC OFFERING OF SECURITIES WILL BE MADE IN CONNECTION WITH
THE PLACING IN THE UNITED KINGDOM, ANY RESTRICTED TERRITORY, OR
ELSEWHERE.
This Announcement, and the information contained herein, 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 any Restricted Territory or any
other jurisdiction in which the same would be unlawful. The
distribution of this Announcement and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or by Liberum Capital
Limited ("Liberum") or Peterhouse Capital Limited ("Peterhouse";
and together with Liberum, the "Joint Bookrunners") or any holding
company of the Joint Bookrunners, any subsidiary of Joint
Bookrunners, any subsidiary of any such holding company, any
branch, affiliate or associated undertaking of any such company nor
any of their respective directors, officers, consultants, employees
and agents ("Affiliates") , or any of their respective Affiliates'
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the EU Prospectus Regulation or the UK Prospectus Regulation, as
applicable. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
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 any of their respective Affiliates, nor any of
its or their respective Affiliates' directors, officers, employees,
agents or advisers 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company nor the Joint Bookrunners nor any of their
respective Affiliates nor any of its or their respective
Affiliates' directors, officers, employees, consultants, agents or
advisers makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
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 the
"Important Notices" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
(including individuals, funds or otherwise) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given
will: (a) be deemed to have read and understood this Announcement
in its entirety and (b) be participating, making an offer and
subscribing for Placing Shares on the terms and conditions
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. Upon being notified of its allocation of Placing Shares,
a Placee who chooses to participate in the Placing by making an
oral and legally binding offer shall be contractually committed to
acquire the number of Placing Shares allocated to it and to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1
it has read and understood this Announcement in its entirety
(including the Appendices) and acknowledges that its participation
in the Placing will be governed by, and subject to, the terms and
conditions of the Placing as referred to and included in this
Announcement (including the Appendices);
2 it is a Relevant Person and undertakes that it will subscribe
for, acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3 in the case of a Relevant Person in a member state of the EEA
which is subject to the EU Prospectus Regulation (each a " Relevant
Member State ") who acquires any Placing Shares pursuant to the
Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of
the EU Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any Relevant Member
State to EEA Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; or
(ii) where Placing Shares have been acquired or subscribed for
by it on behalf of persons in any Relevant Member State other than
EEA Qualified Investors, the offer of those Placing Shares to it is
not treated under the EU Prospectus Regulation as having been made
to such persons;
4 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of
the UK Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each such proposed offer
or resale; or
(ii) where the Placing Shares have been acquired or subscribed
for by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
5 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, undertakings and agreements contained in this
Announcement; and
6 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
7 it (and any account referred to in paragraph 6 above) is
outside the United States acquiring the Placing Shares in offshore
transactions as defined in, and in accordance with, Regulation S
under the US Securities Act.
No prospectus required for Placing Shares
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares, and Placees' commitments will be
made solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective Affiliates has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in
connection with the Placing. The Joint Bookrunners have entered
into a placing agreement (the "Placing Agreement") with the Company
under which, on the terms, and subject to, the conditions set out
in the Placing Agreement, the Joint Bookrunners, as agents for and
on behalf of the Company, have severally (and not jointly or
jointly and severally) agreed to use their respective reasonable
endeavours to procure Placees. The number of Placing Shares in the
Placing will be determined following completion of the Bookbuild
and set out in the term sheet to be entered into between the Joint
Bookrunners and the Company ("Placing Term Sheet"). The timing of
the closing of the book and allocations will be at the discretion
of the Joint Bookrunners and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
In accordance with the terms and subject to the conditions in
the Placing Agreement, the Placing is not underwritten by the Joint
Bookrunners and in the event that subscribers are not obtained for
all or any of the Placing Shares (being the "Unplaced Shares") or
in the event of a default to make payment by any subscribers
procured by the Joint Bookrunners, there will be no obligation on
any Joint Bookrunner to subscribe for any Unplaced Shares or
defaulted Placing Shares.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of no par value ("Ordinary Shares")
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Applications for admission to listing and trading
Liberum, as the Company's nominated adviser, shall make, on the
Company's behalf, the Application to the London Stock Exchange for
admission of the Placing Shares to trading on the AIM market
operated by the London Stock Exchange ("AIM") ("Admission").
It is expected that Admission will take place on or before 8.00
a.m. on 28 December 2023 (or such later date as may be agreed
between the Company and the Joint Bookrunners).
Bookbuild process
Following the release of this Announcement, the Joint
Bookrunners will commence a bookbuild process in respect of the
Placing (the "Bookbuild") to determine demand for participation in
the Placing by Placees. The book will open with immediate effect
following release of this Announcement.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Principal terms of the Bookbuild and Placing
1 Liberum and Peterhouse are acting as joint bookrunners in
connection with the Placing, severally, and not jointly, nor
jointly and severally, as agents of the Company.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by the Joint Bookrunners to
participate. The Joint Bookrunners and any of their respective
Affiliates are entitled to enter bids in the Bookbuild.
3 The number of the Placing Shares will be established in the
Bookbuild and announced by the Company through a Regulatory
Information Service (the " Placing Results Announcement ")
following the completion of the Bookbuild and the entry into the
Placing Term Sheet by the Company and the Joint Bookrunners. The
Joint Bookrunners and the Company reserve the right to increase the
amount to be raised and the number of Placing Shares to be issued
pursuant to the Placing in their absolute discretion.
4 The number of Placing Shares and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the
Bookbuild.
5 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 a prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 10 below.
6 The Bookbuild is expected to close no later than 8.00 a.m. on
21 December 2023 but may be closed earlier or later at the absolute
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (in
consultation with the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
discretion.
7 The Joint Bookrunners shall, in consultation with the Company,
agree all allocation matters in respect of the Placing in
accordance with the terms of the Placing Agreement and will be
confirmed orally or in writing by the relevant Joint Bookrunner,
acting as agent of the Company, to the Placees. The relevant Joint
Bookrunner's oral or written confirmation of an allocation to such
Placee will give rise to a legally binding commitment by such
person (who will at that point become a Placee), in favour of the
relevant Joint Bookrunner and the Company, under which such Placee
agrees to subscribe for the number of Placing Shares allocated to
it and to pay the Placing Price for each such Placing Share on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's memorandum and articles of
association.
8 The Company will release the Placing Results Announcement
following the close of the Bookbuild, detailing the aggregate
number of the Placing Shares to be issued.
9 Each Placee's allocation and commitment will be evidenced by a
contract note or electronic confirmation issued to such Placee by
the relevant Joint Bookrunner. A bid in the Bookbuild will be made
on the terms, and subject to, the conditions in this Appendix and
the terms of this Appendix will be deemed incorporated into the
contract note, the form of which will be dispatched to each Placee
as soon as possible after its allocation of Placing Shares has been
confirmed orally or in writing to it by the relevant Joint
Bookrunner.
10 Subject to paragraphs 6 , 7 and 8 above, each of the Joint
Bookrunners may choose to accept bids, either in whole or in part,
on the basis of allocations determined at their discretion 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 6 , 7 and 8 above, after consultation
with the Company, allocate Placing Shares after the:
(a) time of any initial allocation to any person submitting a bid after that time; and
(b) Bookbuild has closed to any person submitting a bid after that time,
and the acceptance of offers shall be at the absolute discretion
of the Joint Bookrunners. If within a reasonable time after a
request for verification of identity, the Joint Bookrunners have
not received such satisfactory evidence, the Joint Bookrunners may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited.
11 A bid in the Bookbuild will be made on the terms, and subject
to, the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner and the
Company, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee. The Company shall
allot such Placing Shares to each Placee following each Placee's
payment to the relevant Joint Bookrunner of such amount.
12 The Placing Shares are not being offered and sold by the
Company except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Placee and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be: (a) outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and pursuant to, Regulation
S; or (b) (i) subscribing for the Placing Shares pursuant to an
exemption from the registration requirements under the US
Securities Act.
13 Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
14 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement of the Placing Shares".
15 All obligations under the Bookbuild and Placing will be
subject to fulfilment of the Conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
16 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17 To the fullest extent permissible by law, none of:
(a) the Joint Bookrunners;
(b) any of their respective Affiliates; nor
(c) to the extent not contained within (a) or (b) above, any
person connected with the Joint Bookrunners as defined in the FSMA
((b) and (c) being together Affiliates and individually an
Affiliate of the Joint Bookrunners),
shall have any responsibility or liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, none of the Joint Bookrunners, nor the Company, nor
any of their respective Affiliates nor any of its or their agents,
directors, officers or employees shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners" conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree or determine.
Registration and settlement of the Placing Shares
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic trade confirmation which
will confirm the number of Placing Shares allocated to them at the
Placing Price and the aggregate amount owed by them to the relevant
Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
VGG4392T1075) placed by the Joint Bookrunners following Admission
will take place within CREST, subject to certain exceptions.
Settlement of the Placing Shares through CREST will be on a T+3
basis unless otherwise notified by any Joint Bookrunner and is
expected to occur on 28 December 2023 in accordance with the
contract note or electronic trade confirmation.
Settlement will be on a delivery versus payment basis. However,
in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. Each of the
Joint Bookrunners reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's
jurisdiction.
General
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 the prevailing
base rate of Barclays Bank plc as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of the Placing Shares allocated to that Placee on their behalf
and retain from the proceeds, for the Company'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 Placing Price and for any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of its Placing Shares on
its behalf.
By communicating a bid for Placing Shares, such Placee confers
on the Joint Bookrunners all such authorities and powers necessary
to carry out such sale and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully take in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
18 Admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 28 December 2023 (or such later time and /
or date as the Company and the Joint Bookrunners shall agree, not
being later than 8.00 a.m. on the Long Stop Date);
19 the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
20 the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission of the Placing Shares;
21 the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement, the date of the Placing
Term Sheet and at all times during the period up to and including
Admission;
22 the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service by not later
than 8:00 am on the Business Day following the date of Placing
Agreement or such other time and/or date as may be agreed between
the Company and the Joint Bookrunners;
23 there having been since the date of Placing Agreement no
Material Adverse Change (whether or not foreseeable at the date of
Placing Agreement);
24 the Company issuing, conditional only on Admission, the Placing Shares; and
25 Admission occurring not later than 8:00 am on 28 December
2023 or such other time and/or date as may be agreed between the
Company and the Joint Bookrunners, not being later than 8:00 am on
the Long Stop Date,
(together, the "Conditions").
If: (a) any of the Conditions are not fulfilled or waived by the
Joint Bookrunners (acting jointly) by the respective time or date
where specified (or such later time or date as the Company and the
Joint Bookrunners may agree, save that such time shall not be
extended beyond 8.00 a.m. on the Long Stop Date); (b) any of such
Conditions becomes incapable of being fulfilled; or (c) the Placing
Agreement is terminated in the circumstances specified below, the
Placing in relation to the Placing Shares will lapse 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 against
either the Company or any of the Joint Bookrunners in respect
thereof.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may (in consultation with the Company), in
their absolute discretion (acting jointly) and upon such terms as
each of them thinks fit, waive fulfilment of all or any of the
Conditions in the Placing Agreement in whole or in part, or extend
the time provided for fulfilment of one or more Conditions, save
that certain Conditions (including the condition relating to
Admission) may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix. The Joint
Bookrunners may each terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Joint Bookrunners nor any of their respective
Affiliates nor the Company shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition to the Placing nor for any decision
any of them may make as to the satisfaction of any Condition, the
number of Placing Shares to be placed 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 each
Joint Bookrunner.
The issue of the Placing Shares is to be effected by way of a
cash box placing. In accordance with the Placing Agreement, a
subscription and transfer agreement entered into between the
Company, Helium One Jersey Finance Limited (a Jersey incorporated
subsidiary of the Company) ("JerseyCo"), Liberum and Peterhouse,
the Company will allot and issue the Placing Shares on a non
pre-emptive basis to Liberum and/or Peterhouse, as bare nominees
for the Placees (pending transfer of legal title to the Placees
through CREST), in consideration for the transfer to the Company by
Liberum and/or Peterhouse of certain shares which it holds in
JerseyCo. Accordingly, instead of receiving cash as consideration
for the issue of the Placing Shares, the Company will, conditional
on Admission and following the conclusion of the Placing, own all
of the issued share capital of JerseyCo, whose only assets will be
(i) cash, representing an amount approximately equal to proceeds of
the Placing and Subscription (net of commissions, fees and expenses
paid by JerseyCo on behalf of the Company to the Joint Bookrunners)
and (ii) an intercompany receivable due from the Company in respect
of the commissions, fees and expenses paid by JerseyCo on behalf of
the Company. By taking up or purchasing Placing Shares under the
Placing and submitting a valid payment in respect thereof, a Placee
instructs Liberum and/or Peterhouse (as applicable) to hold such
payment and: (i) to the extent of a successful application under
the Placing, to apply such payment on behalf of Liberum and/or
Peterhouse for Liberum and/or Peterhouse to subscribe for
redeemable preference shares in JerseyCo; and (ii) to the extent of
an unsuccessful application under the Placing, Liberum and/or
Peterhouse to return the relevant payment without interest to the
applicant.
Termination of the Placing
Each Joint Bookrunner is entitled to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if at any time before Admission a Joint
Bookrunner becomes aware that:
1 Any material statement contained in this document and any
other documents to be issued by the Company in connection with the
Placing is incorrect or has become or been discovered to be untrue,
inaccurate or misleading or that there has been an omission
therefrom; or
2 in the opinion of either of the Joint Bookrunners ( acting in
good faith), any of the warranties of the Company contained in the
Placing Agreement was, when given, untrue, inaccurate or misleading
or are not true and accurate or have become misleading by reference
to the facts subsisting at the time in any material respect; or
3 in the opinion of either of the Joint Bookrunners (acting in
good faith), the Company has failed to comply with any of its
material obligations contained in the Placing Agreement; or
4 the appointment of the Joint Bookrunners as agent of the
Company pursuant to the Placing Agreement has been terminated for
whatever reason;
5 in the opinion of either of the Joint Bookrunners (acting in
good faith), there has occurred, in a Joint Bookrunner's opinion, a
Material Adverse Change;
6 there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis or epidemic; a suspension or material limitation in
trading of securities generally on any stock exchange; any change
in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking
or securities settlement or clearance services, in each case as
would be likely in the opinion of the Joint Bookrunners (acting in
good faith) to materially prejudice the success of Admission, the
Bookbuild and the Placing (or any of them); or
7 there has occurred a suspension (or cancellation by the London
Stock Exchange of trading in the Company's securities.
On the occurrence of any one or more of the above-mentioned
circumstances, the Joint Bookrunners may, in their absolute
discretion, by notice to the Company, terminate the Placing
Agreement with immediate effect.
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.
Any termination by one Joint Bookrunner of its rights under the
Placing Agreement shall be without prejudice to the obligations and
rights of the other Joint Bookrunners and the Placing Agreement
shall continue in full force and effect. No consents or approvals
in respect of the Placing shall be required of any Joint Bookrunner
who has terminated its rights under the Placing Agreement.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners, nor any of their
respective Affiliates shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after oral or written confirmation by the Joint Bookrunners
following the close of the Bookbuild.
Representations, warranties and further terms of Placing
By submitting a bid and/or participating in the Bookbuild, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges and agrees (for itself and for
any such prospective Placee) in favour of the Joint Bookrunners and
the Company that (save where the Joint Bookrunners expressly agree
in writing to the contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of and subscription for Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements 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
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it acknowledges no offering document or prospectus or
admission document has been or will be prepared in connection with
the Placing or is required under the EU Prospectus Regulation
and/or the UK Prospectus Regulation and it has not received and
will not receive a prospectus, admission document or other offering
document in connection with Admission, the Bookbuild, the Company,
the Placing or the Placing Shares;
3 it acknowledges that the Ordinary Shares are traded on AIM,
and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies and the Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (and
from 11pm on 31 December 2020 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018) (" MAR ") or
applicable law (collectively, the " Exchange Information "), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4 it acknowledges that its obligations are irrevocable and
legally binding and shall not be capable of rescission or
termination by it in any circumstances;
5 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and 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 or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested any of the Joint Bookrunners, the Company, any of their
respective Affiliates, agents, directors, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
6 none of the Joint Bookrunners, the Company nor any person
acting on behalf of them nor any of their respective Affiliates,
agents, directors, officers or employees has or shall have any
liability for any Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
7 the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
8 none of the Joint Bookrunners, nor the Company (nor any of
their respective Affiliates) have made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing, the Bookbuild or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
9 none of the Joint Bookrunners, (nor any of their respective
Affiliates) accepts any responsibility for any acts or omissions of
the Company or any of the Directors or any other person (other than
the relevant Joint Bookrunner) in connection with the Placing;
10 it has conducted its own investigation of the Company, the
Placing, the Bookbuild and the Placing Shares, satisfied itself
that the information is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing;
11 it 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, the Bookbuild or the
Placing Shares;
12 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners nor any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
13 unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, subject to certain
restrictions; and further acknowledges that the Placing Shares have
not been and will not be registered or otherwise qualified, for
offer and sale nor will an offering document, prospectus, offering
memorandum or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
14 that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of any Restricted Territory and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly or any other
Restricted Territory or in any country or jurisdiction where any
such action for that purpose is required;
15 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 pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as the Joint Bookrunners
determine;
16 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions contemplated hereby and
to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
17 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
18 none of the Joint Bookrunners, their respective Affiliates
and any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of any Joint Bookrunner and that no
Joint Bookrunner has 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 in
accordance with the Placing Agreement;
19 that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary 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 jurisdiction in connection with the Placing;
20 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 times and dates set out
in this Announcement, failing which the relevant Placing Shares may
be placed with others on such terms as the relevant Joint
Bookrunner determines in its absolute discretion without liability
to the 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;
21 its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
22 no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
23 the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
24 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
25 if in the United Kingdom, that it is a UK Qualified Investor
and it 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;
26 if it is acting as a "financial intermediary", as that term
is used in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the proposed offer or resale;
27 that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the EU Prospectus
Regulation;
28 that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK
Qualified Investors 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 Article 2(d) of the UK
Prospectus Regulation;
29 that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors
and represents, warrants and undertakes that 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 EEA Qualified Investors 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 EU Prospectus Regulation;
30 that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to UK Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;
31 if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (a) an
EEA Qualified Investor and (b) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
32 its acquisition of the Placing Shares has been or will be
made in an "offshore transaction" as defined in and pursuant to
Regulation S
33 it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act; ;
34 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by any of the
Joint Bookrunners in their capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
35 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
36 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the securities of the Company; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
37 each Joint Bookrunner and its Affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective Affiliates acting as an investor for
its or their own account(s). None of the Joint Bookrunners nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
38 it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together, the " Regulations ")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
39 in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars, as the
case may be, absolute discretion. If within a reasonable time after
a request for verification of identity the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, the relevant Joint Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40 it acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing;
41 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
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
Affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners;
42 it irrevocably appoints any duly authorised officer of each
Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Announcement;
43 the Company, the Joint Bookrunners and others (including each
of their respective Affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each Joint Bookrunner on its own behalf and on behalf
of the Company and are irrevocable;
44 it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
45 time is of the essence as regards its obligations under this Appendix;
46 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
47 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement 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;
48 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
49 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Bookbuild and/or the Placing will be
governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
Affiliates, agents, directors, officers and employees harmless 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 given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by the
Joint Bookrunners, the Company or each of their respective
Affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that any of the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The Joint Bookrunners and the Company will not be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and the Joint Bookrunners in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of a
Joint Bookrunner or transferred to a CREST stock account of a Joint
Bookrunner who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it.
The representations, warranties, acknowledgements, agreements,
confirmations and undertakings contained in this Appendix are given
to each Joint Bookrunner 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.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that each Joint Bookrunner may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the relevant Joint Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence, this money
will not be segregated from the relevant Joint Bookrunner's money
in accordance with the client money rules and will be held by it
under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
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.
DEFINITIONS
In this Announcement, unless the context otherwise requires:
"Admission" means the admission of the Placing Shares to trading
on the AIM market of the London Stock Exchange;
"AIM" means AIM, a market operated 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 AIM Rules for Companies as
issued by the London Stock Exchange, from time to time;
"AIM Rules for Nominated Advisers" means the AIM Rules for
Nominated Advisers as issued by the London Stock Exchange, from
time to time;
"Announcement" means this announcement (including the
Appendix);
"Appendix" means an appendix to this Announcement;
"Application" means the application made by Liberum, on behalf
of the Company, to the London Stock Exchange for Admission;
"Bookbuild" means the accelerated bookbuild process in relation
to the Placing, on the terms described in the Placing Agreement and
the other documents relating to the Placing, which will establish
the number of Placing Shares to be issued and allotted pursuant to
the Placing;
"Business Day" means any day, other than a Saturday or Sunday,
when clearing banks are open for business in London, United
Kingdom;
"Company" means Helium One Global Ltd, a company incorporated in
the British Virgin Islands with company number 1888591 whose
registered office is at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, BVI;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the CREST Regulations) in
accordance with which securities may be held and transferred in
uncertificated form;
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time
being;
"EEA" means the European Economic Area;
"EEA Qualified Investor" means qualified investors as defined in
Article 2(e) of the EU Prospectus Regulation;
"EU Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"Exchange Information" means the business and financial
information the Company is required to publish in accordance with
MAR and the AIM Rules;
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as
amended, including any regulations made pursuant thereto;
"Group" means the Company and all its subsidiary undertakings,
and "Group Company" means any of them;
"Joint Bookrunners" means Liberum and Peterhouse and "Joint
Bookrunner" shall be construed accordingly;
"Liberum" means Liberum Capital Limited, a company incorporated
in England and Wales with registered number 05912554 whose
registered office is at Ropemaker Place Level 12, 25 Ropemaker
Street, London, EC2Y 9LY;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 31 January 2024;
"MAR" means Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse, and
from 11pm on 31 December 2020 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018;
"Material Adverse Change" means any material adverse change in,
or any event or circumstance that might reasonably result in such a
material adverse change in, or having a material adverse effect on,
the business, management, operations, assets, liabilities,
solvency, credit rating, position or prospects (financial trading
or otherwise) or profit of the Company or the Group (as the case
may be) whether or not arising in the ordinary course of
business;
"Ordinary Shares" means the ordinary shares of no par value in
the capital of the Company;
"Peterhouse" means Peterhouse Capital Limited, a company
incorporated in England and Wales with registered number 02075091
whose registered office is at 3rd Floor 80 Cheapside, London,
United Kingdom, EC2V 6EE;
"Placees" means any person procured by either of the Joint
Bookrunners (acting as agents for and on behalf of the Company), on
the terms, and subject to, the conditions of the Placing Agreement,
to subscribe for the Placing Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares by the Joint
Bookrunners pursuant to the Placing Agreement;
"Placing Agreement" has the meaning given to it in the Appendix
to this Announcement;
"Placing Price" means 0.25 pence per Placing Share;
"Placing Results Announcement" means the announcement of the
results of the Bookbuild via a Regulatory Information Service;
"Placing Shares" means the new Ordinary Shares proposed to be
allotted and issued by the Company fully paid up and admitted to,
quoted or listed (as applicable) on the London Stock Exchange
pursuant to the Placing in accordance with the terms of the Placing
Agreement following the Bookbuild as set out in the Placing Term
Sheet;
"Placing Term Sheet" means the term sheet in relation to the
Placing as may be entered into by the Company and the Joint
Bookrunners following the Bookbuild;
"Publicly Available Information" means 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;
"Regulation S" means Regulation S under the US Securities
Act;
"Regulatory Information Service" means a Regulatory Information
Service that is on the list of approved Regulatory Information
Services maintained by the FCA;
"Relevant Member State" means a member state of the EEA;
"Restricted Territory" means Canada, Australia, Japan or the
Republic of South Africa;
"Subscription" means the conditional subscription for
approximately 7,200,000 for new Ordinary Shares;
"subsidiary" has the meaning given to that term in the Companies
Act 2006;
"subsidiary undertaking" has the meaning given to that term in
the Companies Act 2006;
"Terms and Conditions" means the terms and conditions of the
Placing set out in the Appendix to this Announcement;
"UK Prospectus Regulation" means Prospectus Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018;
"UK Qualified Investor" means qualified investors as defined in
Article 2(e) of the UK Prospectus Regulation;
"uncertificated" or in "uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland; and
"US Securities Act" means the US Securities Act of 1933, as
amended.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S $", "$" or "dollars" are to the lawful currency
of the United States of America. All references to "C$" or
"Canadian Dollars" are to the lawful currency of Canada. All
references to "AUD $" or "Australian Dollars" are to the lawful
currency of Australia. All references to "R" or "rand" are to the
lawful currency of South Africa. All references to "EUR" or "euro"
are to the lawful currency of Austria, Belgium, Cyprus, Estonia,
Finland, France, Germany, Greece, Ireland, Italy, Latvia,
Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia,
Slovenia, and Spain.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEZZMZZNGVGFZM
(END) Dow Jones Newswires
December 20, 2023 12:28 ET (17:28 GMT)
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