TIDMKP2
RNS Number : 1648C
Kore Potash PLC
13 June 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AND THE SOUTH AFRICAN
FINANCIAL MARKETS ACT 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY
THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS
CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING
THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE
AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
13 June 2019
Kore Potash Plc
("Kore Potash" or the "Company")
Proposed Fundraise to raise approximately US$13 million
Kore Potash, the potash exploration and development company
whose flagship asset is the 97%-owned Sintoukola Potash Project
("Kola" or the "Kola Project"), located within the Republic of
Congo ("RoC"), today announces its intention to raise approximately
US$13 million, before expenses, by way of a conditional placing
(the "Placing") and direct subscriptions ("Subscriptions") of new
ordinary shares ("Ordinary Shares") in the Company with certain
eligible existing shareholders and new institutional and other
investors (the Placing and the Subscriptions together being the
"Proposed Fundraise").
Canaccord Genuity Limited ("Canaccord") and Shore Capital
Stockbrokers Limited ("Shore Capital") are acting as joint
bookrunners (the "Joint Bookrunners") in connection with the
Placing.
Highlights
-- The Company intends to raise approximately US$13 million in the Proposed Fundraise.
-- The conditional Placing is being conducted via an accelerated
bookbuild expected to close no later than 14 June 2019. The
accelerated bookbuild will be launched immediately following this
announcement and the Placing is subject to the terms and conditions
set out in the appendix to this announcement.
-- The Company has received indications from a number of its
largest existing shareholders that they will participate in the
Proposed Fundraise.
-- Mr David Hathorn, Chairman of the Company (through a trust of
which he is a beneficiary), and Mr Bradley Sampson, CEO of Kore
Potash, have each indicated they will also participate in the
Proposed Fundraise.
-- The net proceeds of the Proposed Fundraise are expected to be utilised as follows:
o progress the first phase of optimisation of the Kola Project
through competitive pricing of bill of quantities;
o conduct 2D seismic survey, 4-hole diamond drillhole programme
and a series of technical studies that will satisfy the
requirements of a pre-feasibility study of the DX project; and
o fund the working capital requirements of the Company.
-- The Directors believe the net proceeds of the Proposed
Fundraise will provide sufficient working capital for the Company
to implement its strategy for the next 12 months.
-- Completion of the Proposed Fundraise is subject to, inter
alia, shareholder approval of certain resolutions to authorise the
issue of new Ordinary Shares which will be sought at a general
meeting of the Company to be convened for that purpose (the
"General Meeting"), details of which can be found below.
-- Certain South African investors will be participating in the
Subscriptions conditional on and subject to customary South African
Reserve Bank approvals.
-- The new Ordinary Shares will rank equally with the Company's existing ordinary shares.
Company Highlights
On 29 January 2019, the Company announced the results of the
Definitive Feasibility Study ("DFS") for its flagship Kola
Sylvinite deposit undertaken by a consortium of French engineering
companies ("FC"). The DFS highlighted a long life, high quality
asset with the potential to be the industry's lowest cost supplier
of potash to Brazil.
Following the receipt of the Engineering, Procurement and
Construction ("EPC") proposal for the Kola Project from the FC on
23 March 2019, the Company has engaged in discussions with the FC
regarding their proposal. The Company intends to continue to
improve and optimise the capital cost and construction schedule of
the Kola Project.
On 29 April 2019, the Company released the Scoping Study results
for a low capital cost, high cash margin potash project through
solution mining at the Dougou Extension ("DX") Sylvinite deposit.
The DX solution mining project has the potential to provide a more
rapid path to production and cash flow generation than the Kola
Project. The DX project is also expected to have a positive impact
on the cost and timeline associated with the development of the
Kola Project. In the near term, the Company intends to conduct 2D
seismic survey, infill drilling and a series of technical studies
that will satisfy the requirements for a pre-feasibility study
("PFS") of the DX project.
Circular and notice of General Meeting
A circular containing further details of the Proposed Fundraise
and notice of a general meeting of the Company to, inter alia, pass
the resolutions required to enable the Company to implement the
Proposed Fundraise, is expected to be published and despatched to
Shareholders as soon as reasonably practicable after the
announcement of the results of the Fundraise. Following its
publication, the circular will be available on the Company's
website at www.korepotash.com. Details of the time and date of the
General Meeting will be contained in the notice of meeting.
The Company's securities will be in a trading halt on the
Australian Securities Exchange while the Proposed Fundraise is
conducted. Normal trading in the Company's securities on the ASX is
expected to resume on 17 June 2019 or such other time as is
announced to the market.
Enquiries:
Kore Potash Tel: +27 11 469 9140
Brad Sampson - CEO
Canaccord Genuity - Nomad, Broker and Joint Tel: +44 (0) 20 7523
Bookrunner 4600
Henry Fitzgerald-O'Connor
James Asensio
Sam Lucas (ECM)
Shore Capital - Joint Bookrunner Tel: +44 (0) 20 7408
4050
Jerry Keen
Toby Gibbs
Mark Percy
Tavistock Communications Tel: +44 (0) 20 7920
3150
Jos Simson
Edward Lee
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains
inside information for the purposes of the Market Abuse Regulation
(EU) 596/2014 ("MAR") and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. The person who
arranged for the release of this announcement on behalf of Kore
Potash plc was Brad Sampson, Chief Executive Officer.
Important Notices
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The distribution of this announcement and the offering of the
new Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Canaccord or Shore
Capital that would permit an offering of such shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company,
Canaccord and Shore Capital to inform themselves about, and to
observe such restrictions.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy any Ordinary shares or other securities of the
Company to any person in Australia. This announcement is not, and
does not purport to be a document containing disclosures to
investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) and will not be filed with and has not
been reviewed or approved by the Australian Securities and
Investments Commission.
This announcement contains no "offer to the public" and does not
constitute a "registered prospectus" as such expressions are
defined in Chapter 4 of the South African Companies Act, 2008. This
announcement does not constitute a pre-listing statement prepared
in accordance with the Johannesburg Stock Exchange Listings
Requirements.
This announcement is being 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
Canaccord, Shore Capital, nor any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers) for the contents of this announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of any of Canaccord,
Shore Capital or any of their respective affiliates in connection
with the Company or the Proposed Fundraise and any responsibility
therefor is expressly disclaimed. 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 of
Canaccord, Shore Capital, or any of their respective affiliates,
agents, directors, officers or employees as to, or in relation to,
the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Forward-looking statements
Certain statements, beliefs and opinions in this announcement
are forward-looking, which reflect the Company's or, as
appropriate, the Company's directors' current expectations and
projections about future events. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this announcement
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Except as required by applicable law or regulation, the
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
document.
Target Market Assessment
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended from time to time ("MiFID II");
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the new Ordinary Shares
have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: (a) the price of the new Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the new Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the new
Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord and Shore Capital will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the new Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the new Ordinary Shares and
determining appropriate distribution channels.
Further notices
Canaccord is regulated by the Financial Conduct Authority
("FCA"), is acting exclusively for the Company and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Canaccord or
for providing advice in relation to the matters described in this
announcement.
Shore Capital is regulated by the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Shore Capital or for providing advice in relation to
the matters described in this announcement.
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.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the new Ordinary Shares. Any
investment decision to buy new Ordinary Shares in the Placing must
be made on the basis of the terms and conditions set out in the
Appendix to this announcement. The price of Ordinary 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.
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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT
IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, australia, CANADA, JAPAN, or the republic of south africA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY
THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS
CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING
THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE
AUSTRALIAN SECURITIES EXCHANGE.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING
DISTRIBUTED TO, AND IS DIRECTED ONLY AT QUALIFIED INVESTORS (AS
DEFINED IN THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW)) WHO ARE (I)
PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE ORDER, OR (II) HIGH NET
WORTH BODIES CORPORATE, UNINCORPORATED ASSOCIATIONS AND
PARTNERSHIPS AND TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) OF THE ORDER AND PERSONS WITHIN THE UNITED KINGDOM
WHO RECEIVE THIS ANNOUNCEMENT (OTHER THAN PERSONS FALLING WITHIN
(I) AND (II) ABOVE) SHOULD NOT RELY ON OR ACT UPON THIS
ANNOUNCEMENT.
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant
Member State"), no Ordinary Shares have been offered, or will be
offered, pursuant to the Placing to the public in that Relevant
Member State prior to the publication of a prospectus in relation
to the Ordinary Shares which has been approved by the competent
authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that offers of Ordinary Shares to the
public may be made at any time under the following exemptions under
the Prospectus Directive, if they are implemented in that Relevant
Member State:
A. to any legal entity which is a "qualified investor" (as defined in the Prospectus Directive);
B. to fewer than 150, or, if the Relevant Member State has not
implemented the relevant provision of the Prospectus Directive, 100
natural or legal persons (other than "qualified investors") in such
Relevant Member State; or
C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Ordinary Shares shall result in a
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Directive or any measure implementing the
Prospectus Directive in a Relevant Member State and each person who
initially acquires any Ordinary Shares or to whom any offer is made
under the Placing will be deemed to have represented, acknowledged
and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. For the purposes of
this provision, the expression "an offer to the public" in relation
to any offer of Ordinary Shares in any Relevant Member State means
a communication in any form and by any means presenting sufficient
information on the terms of the offer and any Ordinary Shares to be
offered so as to enable an investor to decide to purchase or
subscribe for the Ordinary Shares, as the same may be varied in
that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the
expression the "Prospectus Directive" means Directive 2003/71/LC
(as amended), to the extent implemented in the Relevant Member
State and includes any relevant implementing measure in each
Relevant Member State.
Persons who seek to participate in the Placing must inform
themselves about and observe any such restrictions and must be
persons who are able to lawfully receive this Announcement in their
jurisdiction (all such persons being "Relevant Persons").
Prospective investors must inform themselves as to: (a) the legal
requirements within their own countries for the purchase, holding,
transfer, redemption or other disposal of the Ordinary Shares; (b)
any foreign exchange restrictions applicable to the purchase,
holding, transfer, redemption or other disposal of the Ordinary
Shares which they might encounter; and (c) the income and other tax
consequences which may apply in their own countries as a result of
the purchase, holding, transfer, redemption or other disposal of
the Ordinary Shares. This Announcement does not constitute an offer
to sell, or the solicitation of an offer to acquire or subscribe
for, Ordinary Shares in any jurisdiction where such offer or
solicitation is unlawful or would impose any unfulfilled
registration, qualification, publication or approval requirements
on the Company, Canaccord Genuity or Shore Capital. The offer and
sale of Ordinary Shares has not been and will not be registered
under the applicable securities laws of the United States of
America, Canada, Australia, South Africa, the Republic of Ireland
or Japan. Subject to certain exemptions, the Ordinary Shares may
not be offered to or sold within United States of America, Canada,
Australia, South Africa, the Republic of Ireland or Japan or to any
national, resident or citizen of the United States of America,
Canada, Australia, South Africa, the Republic of Ireland or
Japan.
The Ordinary Shares have not been, and will not be, registered
under the United States Securities Act of 1933 ("US Securities
Act"), or the securities laws of any other jurisdiction of the
United States. The Ordinary Shares may not be offered or sold,
directly or indirectly, in or into the United States (except
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the US Securities Act). No public
offering of the Ordinary Shares is being made in the United States.
The Ordinary Shares are being offered and sold only outside the
United States in "offshore transactions" within the meaning of, and
in reliance on, Regulation S under the US Securities Act
("Regulation S"). The Ordinary Shares have not been approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or
any other regulatory authority in the United States, nor have any
of the foregoing authorities passed on or endorsed the merits of
the Placing or the accuracy or adequacy of the information
contained in this Announcement (including the Appendix). 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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
This Announcement applies to persons who are invited to and who
choose to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares to Canaccord Genuity and
Shore Capital, who are acting for and on behalf of the Company
(each a "Placee"). Each Placee hereby agrees with Canaccord Genuity
and Shore Capital to be legally and irrevocably bound by the terms
and conditions set out in this Appendix, which will be the terms
and conditions on which the Placing Shares will be acquired in the
Placing. Each Placee will be deemed to have read and understood
this Announcement and to be providing the warranties,
representations, acknowledgements and undertakings contained in
this Announcement.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. 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.
As detailed in the body of this Announcement, the Company is
also conducting direct subscriptions for new ordinary shares in the
Company which will be issued at the Placing Price to certain
eligible existing and new investors (the "Company Subscriptions").
The new ordinary shares being issued pursuant to the Company
Subscriptions are proposed to be admitted to trading on the AIM
Market of the London Stock Exchange along with the Placing Shares.
The Company is also conducting direct subscriptions for further new
ordinary shares in the Company which will be issued at the Placing
Price to certain eligible existing and new investors which will be
admitted to trading on the Johannesburg Stock Exchange (the "JSE
Subscriptions"). The Company Subscriptions and the JSE
Subscriptions are subject to the fulfilment of certain conditions,
further details of which are set out in the body of this
Announcement.
Terms of the Placing
Canaccord Genuity and Shore Capital have entered into the
Placing Agreement with the Company under which Canaccord Genuity
and Shore Capital have conditionally agreed on the terms and
subject to the conditions set out therein, as joint agents for the
Company, to use their respective reasonable endeavours to place the
Placing Shares at the Placing Price with certain institutional
investors. The Placing is not being underwritten by Canaccord
Genuity, Shore Capital or any other person.
The number of Placing Shares to be issued at the Placing Price
will be determined following completion of the Accelerated Book
Build as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Ordinary Shares after the date of issue of the Placing
Shares.
Accelerated Book Build
Canaccord Genuity and Shore Capital will today commence an
Accelerated Book Building process in respect to the Placing to
determine demand for participation in the Placing by any Placees at
the Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Accelerated Book Build. No commissions will be paid to Placees or
by Placees in respect of any Placing Shares.
Canaccord Genuity, Shore Capital and the Company shall be
entitled to effect the Placing (in whole or in part) by such
alternative method to the Accelerated Book Build as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Canaccord Genuity and Shore Capital are acting as joint
bookrunners to the Placing, both as agents for and on behalf of the
Company. Canaccord Genuity and Shore Capital are regulated by the
FCA. Both Canaccord Genuity and Shore Capital are acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Canaccord Genuity and
Shore Capital respectively or for providing advice in relation to
the matters described in this Announcement.
2. Canaccord Genuity and Shore Capital are arranging the
Accelerated Book Build and Placing as agents of the Company.
3. Participation in the Accelerated Book Build and Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Canaccord Genuity and Shore Capital. Canaccord
Genuity, Shore Capital and their respective affiliates are entitled
to enter bids in the Accelerated Book Build as principal.
4. The Accelerated Book Build will establish the number of
Placing Shares to be issued at the Placing Price, which will be
agreed between Canaccord Genuity, Shore Capital and the Company
following completion of the Accelerated Book Build. The number of
Placing Shares will be announced on a Regulatory Information
Service following the completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Canaccord Genuity and Shore Capital. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Placing Price. Bids may be scaled
down by Canaccord Genuity and Shore Capital on the basis referred
to paragraph 9 below.
6. The Accelerated Book Build is expected to close no later than
5.00pm (London) on 14 June 2019 but may be closed earlier or later
at the discretion of Canaccord Genuity and Shore Capital. Canaccord
Genuity and Shore Capital may, in agreement with the Company,
accept bids that are received after the Accelerated Book Build has
closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by either Canaccord Genuity and Shore Capital, as
appropriate, whom they will contact following the close of the
Accelerated Book Build and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. An oral or
emailed confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of Canaccord Genuity and Shore Capital
and the Company, under which it agrees to subscribe for the number
of Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix (which are deemed to be
incorporated in such trade confirmation or contract note) and in
accordance with the Company's Articles of Association.
8. The Company will make a further announcement following the
close of the Accelerated Book Build detailing the number of Placing
Shares to be issued at the Placing Price.
9. Subject to paragraphs 5 and 6 above, Canaccord Genuity and
Shore Capital may choose to accept or reject bids, either in whole
or in part, on the basis of allocations determined at its
discretion (in consultation with the Company) and may scale down
any bids for this purpose on such basis as they may determine.
Canaccord Genuity and Shore Capital may also, notwithstanding
paragraphs 5 and 6 above: (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Accelerated
Book Build has closed to any person submitting a bid after that
time.
10. A bid in the Accelerated Book Build will be made on the
terms and subject to the conditions in this Announcement and will
be legally binding on the Placee on behalf of which it is made and,
except with the consent of Canaccord Genuity and Shore Capital,
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 Canaccord
Genuity and Shore Capital to pay to Canaccord Genuity and Shore
Capital (or as each of them may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares for which such Placee has agreed to subscribe. Each Placee's
obligations will be owed to Canaccord Genuity and Shore
Capital.
11. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord Genuity, Shore Capital
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.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Settlement".
13. All obligations under the Accelerated Book Build 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 "Right to terminate
under the Placing Agreement".
14. By participating in the Accelerated Book Build, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Canaccord Genuity, Shore Capital nor any
of their respective affiliates shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of this Announcement) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and neither Canaccord Genuity nor Shore Capital
shall have any liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither
Canaccord Genuity nor Shore Capital nor any of their respective
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Canaccord
Genuity's or Shore Capital's conduct of the Accelerated Book Build
or of such alternative method of effecting the Placing (in whole or
in part) as Canaccord Genuity, Shore Capital and the Company may
agree.
Conditions of the Placing
Completion of the Placing is in all respects conditional upon,
inter alia:
(a) the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
(b) none of the warranties or undertakings in the Placing
Agreement being untrue, inaccurate or misleading;
(c) the passing of the resolutions at the general meeting which
are necessary for the Company to
implement the Placing;
(d) the Company Subscriptions having been completed in all
material respects save for admission to AIM;
(e) the JSE Subscriptions having been completed in all material
respects save for admission to trading on the Johannesburg Stock
Exchange and the receipt by the Company of the approval of the
Fundraise by the Financial Surveillance Department of the South
African Reserve Bank; and
(f) admission of the Placing Shares having become effective by
no later than 8.00 a.m. (London time) on 31 July 2019 or such later
time and/or date as the Company, Canaccord Genuity and Shore
Capital may agree ("Admission").
Right to terminate under the Placing Agreement
The Placing Agreement contains certain warranties and
indemnities from the Company, in each case for the benefit of
Canaccord Genuity and Shore Capital.
Canaccord Genuity and Shore Capital may, in their absolute
discretion, at any time before Admission, terminate their
obligations under the Placing Agreement by giving notice to the
Company in certain circumstances, including, inter alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in Canaccord Genuity's and Shore Capital's opinion, there
has been a material adverse change in the financial position and/or
prospects of the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of Canaccord Genuity and Shore Capital, will or is likely
to be prejudicial to the Group or the Placing.
Canaccord Genuity may also terminate the Placing Agreement if,
in its capacity as nominated adviser to the Company, the completion
of the Placing or Admission would be in breach of the AIM
Rules.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in this Announcement
and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
Canaccord Genuity and Shore Capital of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Canaccord Genuity and Shore Capital, and
that they need not make any reference to Placees and that they
shall have no liability to Placees whatsoever in connection with
any such exercise.
If (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived) or (ii) the Placing
Agreement is terminated, or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
not proceed and all funds delivered by Placees to Canaccord Genuity
or Shore Capital will be returned to Placees at their risk without
interest, and Placee's rights and obligations hereunder shall cease
and determine at such time and no claim shall be made by Placee's
in respect thereof.
None of the Company, Canaccord Genuity or Shore Capital owes any
fiduciary duty to any Placee in respect of the representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Settlement
Following the close of the Accelerated Book Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with Canaccord Genuity or Shore Capital,
stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Canaccord
Genuity or Shore Capital (in GBP) and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has
in place with either Canaccord Genuity or Shore Capital, as
appropriate.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord Genuity and Shore Capital may sell any
or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for Canaccord
Genuity's or Shore Capital's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Canaccord Genuity and Shore Capital all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Canaccord Genuity
and Shore Capital lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or 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 UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing
Further Terms, Confirmations and Warranties relative to the
Placing
By participating in the Placing, each Placee (and any person
acting on their behalf) makes the following confirmations,
acknowledgements, warranties and/or undertakings to each of
Canaccord Genuity, Shore Capital and the Company and their
respective directors, agents and advisers:
1. it represents and warrants that it has read and understood
this Announcement, including the Appendix, in its entirety and that
its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. it acknowledges that the Existing Ordinary Shares are
admitted to trading on AIM, the Australian Stock Exchange and the
Johannesburg Stock Exchange, and the Company is therefore required
to publish certain business and financial information in accordance
with the continuous disclosure requirements for companies with
securities admitted to trading on those exchanges, including
(without limitation), the AIM Rules, EU Regulation 596/2014, the
ASX Listing Rules and the JSE Listings Requirements (all such
information published by the Company being, collectively, the
"Exchange Information");
4. it acknowledges that none of Canaccord Genuity, Shore Capital
nor the Company, nor any of their respective affiliates or any
person acting on behalf of any of them nor anyone else has
provided, and will not provide it, with any material regarding the
Placing Shares or the Company other than this Announcement; nor has
it requested any of Canaccord Genuity, Shore Capital or the
Company, any of their respective affiliates or any person acting on
behalf of any of them nor anyone else to provide it with any such
information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Canaccord Genuity, Shore Capital, their respective affiliates or
any person acting on behalf of any of them nor anyone else has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of
Canaccord Genuity, Shore Capital or the Company nor anyone else,
or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee)
and neither Canaccord Genuity, Shore Capital nor the Company nor
anyone else will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and it will
not rely on any investigation that Canaccord Genuity, Shore
Capital, their respective affiliates or any person acting on behalf
of any of them or anyone else has or may have conducted;
6. it acknowledges that none of Canaccord Genuity, Shore
Capital, their respective affiliates or any person acting on behalf
of any of them has or shall have any liability for the Exchange
Information, any publicly available or filed 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. it represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
8. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
9. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
10. unless otherwise specifically agreed in writing with
Canaccord Genuity and Shore Capital, it represents and warrants
that neither it nor the beneficial owner of such Placing Shares
will be a resident of the United States, Australia, Canada, Japan
or the Republic of South Africa;
11. it acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, Japan or the Republic of South
Africa and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
12. it represents and warrants that the issue to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
13. it represents and warrants that: (i) it has complied with
its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will
provide promptly to Canaccord Genuity and Shore Capital such
evidence, if any, as to the identity or location or legal status of
any person which Canaccord Genuity and Shore Capital may request
from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Canaccord Genuity
and Shore Capital on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as Canaccord Genuity and Shore Capital may
decide at its sole discretion;
14. it represents and warrants that, to the extent it has
received any inside information (for the purposes of the Market
Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section
56 of the Criminal Justice Act 1993) in relation to the Company and
its securities, it has not: (a) dealt (or attempted to deal) in the
securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
15. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected
securities (as defined in FSMA) which makes it an "insider" for the
purposes of Part V of FSMA and MAR, and it agrees not to deal in
any securities of the Company until such time as the inside
information (as defined in FSMA) of which it has been made aware
has been made public for purposes of FSMA or it has been notified
by Canaccord Genuity, Shore Capital or the Company that the
proposed Placing will not proceed and any unpublished price
sensitive information of which it is aware has been publicly
announced, and, other than in respect of its knowledge of the
proposed Placing, it has neither received nor relied on any
confidential price sensitive information concerning the Company or
the Placing Shares;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, it represents and warrants that
the Placing Shares purchased 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 European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Canaccord Genuity and
Shore Capital has been given to the offer or resale;
17. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the Financial
Services and Markets Act 2000 (FSMA);
18. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive;
19. it represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
20. it represents and warrants that it has complied and will
comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
21. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Canaccord Genuity and Shore
Capital in writing, it represents and warrants that it is a
Qualified Investor within the meaning of the Prospectus
Directive;
22. if in the United Kingdom, it represents and warrants that it
is a person: (i) who is an investment professionals within the
meaning of Article 19(5) of the Order; (ii) who falls within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
23. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
24. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Canaccord Genuity and Shore
Capital;
25. it undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Canaccord Genuity and Shore
Capital may in their sole discretion determine and without
liability to such Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
26. it acknowledges that none of Canaccord Genuity, Shore
Capital, their respective affiliates, or any person acting on
behalf of any of them, is making any recommendations to it,
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 treated
for these purposes as a client of Canaccord Genuity or Shore
Capital and that neither Canaccord Genuity nor Shore Capital has
any duties or responsibilities to it for providing the protections
afforded to their clients or customers 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;
27. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Canaccord Genuity,
Shore Capital nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company, Canaccord Genuity and Shore
Capital in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of Canaccord Genuity or
Shore Capital who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
28. it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company, Canaccord Genuity
or Shore Capital 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;
29. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
30. it agrees it will be bound by the terms of the Company's Articles of Association;
31. it agrees that the Company, Canaccord Genuity, Shore Capital
and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Canaccord
Genuity and Shore Capital on their own behalf and on behalf of the
Company and are irrevocable and are irrevocably authorised to
produce this Announcement or a copy thereof to any interested party
in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby;
32. it agrees to indemnify on an after-tax basis and hold the
Company, Canaccord Genuity, Shore Capital and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
33. it acknowledges that no action has been or will be taken by
any of the Company, Canaccord Genuity, Shore Capital or any person
acting on behalf of the Company, Canaccord Genuity or Shore Capital
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
34. it acknowledges that it is an institution that 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 it, and any accounts for
which it may be acting, are 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 associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
35. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Announcement are given to each of
Canaccord Genuity and Shore Capital for itself and on behalf of the
Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company,
Canaccord Genuity nor Shore Capital will be responsible, and the
Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, Canaccord Genuity and Shore Capital in the
event that any of the Company and/or Canaccord Genuity and/or Shore
Capital has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify Canaccord Genuity and Shore Capital
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Canaccord Genuity and Shore Capital does not owe
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord Genuity, Shore Capital or
any of their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Canaccord Genuity or Shore Capital, any money held in
an account with Canaccord Genuity or Shore Capital on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from Canaccord Genuity's or Shore Capital's money in
accordance with the client money rules and will be used by
Canaccord Genuity and Shore Capital in the course of their own
business and the Placee will rank only as a general creditor of
Canaccord Genuity and Shore Capital.
All times and dates in this Announcement may be subject to
amendment. Canaccord Genuity and Shore Capital shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
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.
END
IOEFMGMVKFMGLZM
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