TIDMLND
RNS Number : 0166I
Landore Resources Limited
16 March 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, 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.
Landore Resources Limited
("Landore Resources" or the "Company")
(AIM Ticker: LND.L)
GBP3.15 million Fundraising
Landore Resources Limited (AIM:LND), is pleased to announce it
has raised gross proceeds of GBP3.15m through a placing and
subscription of 210,000,000 new Ordinary Shares at a price of 1.5
pence per new Ordinary Share with new and existing institutional
investors in the Company and the issue of 210,000,000 Warrants
(collectively, the "Fundraising").
Highlights
A total of 196,000,000 new Ordinary Shares in the Company have
been placed with institutional investors (the "Placing") and a
total of 14,000,000 new Ordinary Shares in the Company were
subscribed for by certain existing investors (together the "New
Ordinary Shares"), together raising net proceeds of GBP3.15 million
(C$ 5.76 million) at a price of 1.5 pence per New Ordinary Share, a
13.29 per cent. discount to the closing mid-market price of an
Ordinary Share on 15 March 2018 (the latest practicable date prior
to this Announcement) being 1.73 pence.
-- The holders of the New Ordinary Shares will be issued one
warrant to subscribe for one Ordinary Share for every one New
Ordinary Share acquired by them.
-- The New Ordinary Shares will represent, in aggregate,
approximately 20.1 per cent. of the Company's enlarged issued
ordinary share capital immediately following Admission.
-- The net proceeds of the Fundraising will allow the Company to
complete a 12,000 metre drilling programme aimed at advancing the
existing BAM East Gold deposit to a 1 million ounce gold resource
and completion of technical and preliminary economic assessment
thereon.
-- The Fundraising is subject to approval at an extraordinary general meeting of the Company ("Extraordinary General Meeting"); and
-- A Circular to Shareholders in respect of the Fundraising is
expected to be posted on 16 March 2018 giving notice of the
Extraordinary General Meeting to be held on 3 April 2018 at 11 a.m.
at La Tonnelle House, Les Banques, St Sampson, Guernsey, GY1
3HS.
Strand Hanson Limited ("Strand Hanson") is acting as Nominated
Adviser to the Company in connection with the Fundraising, with
Cenkos Securities Plc ("Cenkos") acting as the sole broker on the
Fundraising.
For more information, please contact:
Landore Resources Limited
Bill Humphries, Chief Tel: 07734 681262
Executive Officer
Richard Prickett, Finance Tel: 07775 651421
Director
www.landore.com
Cenkos Securities plc (Sole Broker)
Neil McDonald / Beth Tel: 0131 220 6939
McKiernan / Pete Lynch
Strand Hanson Limited
Angela Hallett / Jack Tel: 020 7409 3494
Botros
Background to and Reasons to the Fundraising
Landore Resources is primarily focused on the development of its
100 per cent. owned Junior Lake property which is located in the
province of Ontario, Canada, approximately 235 kilometres
north-northeast of Thunder Bay. Its Junior Lake mining leases are
host to the BAM East Gold Deposit, the B4-7
Nickel-Copper-Cobalt-PGEs resource, the VW Nickel resource and
numerous other highly prospective mineral occurrences including
three Lithium occurrences. The Junior Lake property is located in
Ontario province, Canada, a politically secure and mining friendly
location, one of the top 10 mining jurisdictions in the world, with
Goldcorp Inc, Barrick Gold Corp and Detour Gold Corp all operating
producing mines in the region.
On 11 December 2017, Landore Resources announced a mineral
resource update for the BAM East Gold Deposit in which Roscoe
Postle Associates Inc. ("RPA") estimated the following resources
based on drill hole and assay data available up to September 22,
2017.
TABLE 1 MINERAL RESOURCES AS AT
SEPTEMBER 22, 2017 - BAM EAST GOLD
DEPOSIT
Landore Resources Canada Inc. -
Junior Lake Project
Contained
Tonnes Grade Au
Category (000 t) (g/t Au) (000 oz)
----------- --------- ---------- ----------
Indicated 7,413 1.37 326
Inferred 1,662 1.39 74
Notes:
1. CIM (2014) definitions were followed for Mineral Resources.
2. Mineral Resources are estimated at a block cut-off grade of 0.3 g/t Au.
3. Mineral Resources are estimated using a long-term gold price
of US$1,500 per ounce, and a US$/C$ exchange rate of 0.80.
4. A minimum mining width of three metres was used.
5. Bulk densities for the main host rocks are 2.82 t/m(3) , 2.84 t/m(3) , and 2.90 t/m(3) .
6. Mineral Resources are constrained by a preliminary pit shell generated in Whittle software.
7. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
The Company is undertaking the Fundraising in order to commence
with a scope of works for the BAM East Gold deposit, which has been
verified by RPA in the Company's NI 43-101. There are three core
elements to this planned work:
1. Completing a 12,000 metre drilling programme to expand the
existing BAM East Gold deposit along strike to the east and west
and down dip;
2. Completing an exploration 1,000 metre drilling programme along strike; and
3. Completing the Preliminary Economic Assessment.
Use of Proceeds
The Directors believe that the BAM East Gold Deposit is highly
prospective and has the potential to become a 1 million ounce gold
resource. Accordingly, the Company intends to use the net proceeds
of the Fundraising as below:
Use Cost (C$) GBP (1.75Ex)
-------------------------------------- ---------- -------------
BAM Gold 12,000 metres
drilling, assays etc 2,500,000
Exploration 1,000 metres
drilling, assays etc. 200,000
Project support and logistics 700.000
Technical studies, consultants
and PEA 300,000
Project management and
M&A Thunder Bay 570,000
-------------------------------------- ---------- -------------
Total 4,270,000 2,440,000
-------------------------------------- ---------- -------------
Extraordinary General Meeting
In accordance with the Company's articles of incorporation,
shareholder approval is required for the Directors to issue the New
Ordinary Shares and Warrants. An Extraordinary General Meeting is
expected to be held on 3 April 2018 at La Tonnelle House, Les
Banques, St Sampson, Guernsey, GY1 3HS for the purpose of passing
certain Resolutions in relation to the proposed Fundraising. The
Circular, containing a notice convening an Extraordinary General
Meeting is expected to be despatched to Shareholders of the Company
on or about 16 March 2018, outlining terms of the Fundraising, the
Resolutions and recommending all Shareholders to vote in favour of
all the Resolutions. Thereafter, the Circular will be available on
the Company's website at www.landore.com.
Recommendation
The Directors believe that the Fundraising and the passing of
the Resolutions are in the best interests of the Company and
Shareholders, taken as a whole. Accordingly the Directors
unanimously recommend Shareholders to vote in favour of the
Resolutions, as they will do in respect of their Ordinary Shares in
the Company, representing 10.65 per cent. of the Existing Ordinary
Shares.
The Fundraising, is conditional, inter alia, on the Resolutions
being passed by the Shareholders at the Extraordinary General
Meeting (or an adjournment thereof) and, in respect of the Placing,
the Placing Agreement otherwise becoming unconditional in all
respects (save for Admission) and not having been terminated in
accordance with its terms prior to Admission. Shareholders should
be aware that if the Resolutions are not approved at the
Extraordinary General Meeting, the Fundraising will not
proceed.
Information on the Fundraising
The Fundraising will raise gross proceeds of approximately
GBP3.15 million through the issue by the Company of 196,000,000
Placing Shares and 14,000,000 Subscription Shares at a price of 1.5
per share and 210,000,000 Warrants. The Issue Price of 1.5 pence
represents a discount of 13.29 per cent. to the closing mid-market
price of an Ordinary Share on 15 March 2018 (the latest practicable
date prior to the announcement of the Fundraising) being 1.73
pence.
The Fundraising is conditional, inter alia, upon:
-- the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms;
-- the Subscription Agreements becoming unconditional in all respects (save for Admission);
-- the passing of the Resolutions at the Extraordinary General Meeting; and
-- Admission becoming effective on or before 8.00 a.m. on 4
April 2018 (or such later date and/or time as the Company and
Cenkos may agree, being no later than 8.00 a.m. on 18 April
2018).
The New Ordinary Shares represent, in aggregate, approximately
25.1 per cent. of the Existing Ordinary Shares and approximately
20.1 per cent. of the enlarged share capital of the Company upon
Admission. Application has been made for the New Ordinary Shares to
be admitted to trading on AIM and it is expected that Admission
will take place on 4 April 2018. The New Ordinary Shares will, when
issued, rank pari passu with the Existing Ordinary Shares.
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters relating to the Group and its
business and a customary indemnity given by the Company to Cenkos
in respect of liabilities arising out of or in connection with the
Fundraising. Cenkos is entitled to terminate the Placing Agreement
in certain limited circumstances prior to Admission, including
circumstances where any of the warranties are found not to be true
or accurate or were misleading in any respect or the occurrence of
certain force majeure events.
Placees and Subscribers will also be issued one Warrant for
every one New Ordinary Share subscribed for pursuant to the
Fundraising. The Warrants are exercisable at a price of 2 pence per
Ordinary Share at any time during the exercise period of two years
following Admission.
The New Ordinary Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where
it would be unlawful to do so.
Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
currently expected that Admission will become effective, and that
dealings in the New Ordinary Shares will commence on AIM, at 8.00
a.m. on 4 April 2018 ("Admission").
Following Admission, the Company's issued share capital will
consist of 1,045,915,779 Ordinary Shares with voting rights.
Landore Resources does not hold any Ordinary Shares in
treasury.
Following Admission, the aforementioned figure of 1,045,915,779
Ordinary Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Landore Resources under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Timetable
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with the Strand Hanson
and Cenkos. The timetable below also assumes that the Resolutions
are all passed at the Extraordinary General Meeting without
adjournment. In the event of any significant changes from the below
expected timetable, details of the new times and dates will be
notified to Shareholders by an announcement on a Regulatory
Information Service.
Posting of the Circular and Form 16 March 2018
of Proxy
Last time and date for receipt close of business
of completed Forms of Proxy and on 28 March
receipt of electronic proxy appointments 2018
via the CREST system for the
Extraordinary General Meeting
Extraordinary General Meeting 11 a.m. 3 April
2018
Admission and commencement of 8.00 a.m. 4
dealings in the New Ordinary April 2018
Shares*
CREST accounts to be credited 4 April 2018
with New Ordinary Shares*
Expected date for dispatch of by 11 April
certificates in respect of New 2018
Ordinary Shares to be issued
in certificated form and Warrants
* Subject to Shareholder approval at the Extraordinary
General Meeting
Each of the times and dates above refer to Greenwich Mean
Time.
IMPORTANT NOTICES
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Notices" section of this Announcement and in the
Appendix.
The information communicated in this Announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014. Upon the publication of this
Announcement via regulatory news service this inside information is
now considered to be in the public domain.
Michele Tuomi, (P.Geo., BSc. Geology), Director/VP Exploration
of Landore Resources Canada Inc. and a Qualified Person as defined
in the Canadian National Instrument 43-101 and the AIM Rules, has
reviewed and verified all scientific or technical mining disclosure
contained in this Announcement.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct Authority
and is not intended to provide the basis for any investment
decision in respect of Landore Resources Limited or other
evaluation of any securities of Landore Resources Limited or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
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 Cenkos
or Strand Hanson or by any of their respective affiliates 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.
Cenkos is authorised and regulated in the United Kingdom by the
FCA, is acting as sole broker to the Company and Strand Hanson,
which is authorised and regulated in the United Kingdom by the FCA,
is acting as nominated advisor to the Company for the purposes of
the AIM Rules). Both Cenkos and Strand Hanson are acting
exclusively for the Company and no one else and will not be
responsible to any other person for providing protections afforded
to their customers nor for providing advice in relation to the
contents of this Announcement. No representation, warranty, express
or implied, is made by Strand Hanson or Cenkos for the accuracy of
any information or opinions contained in this Announcement or the
omission of any material information, nor have Strand Hanson or
Cenkos authorised the contents of this Announcement for any purpose
and no liability whatsoever is accepted by them. Cenkos and Strand
Hanson expressly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this Announcement.
Forward-Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
Announcement. No statement in this Announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Group undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who has been invited to
and who has chosen to participate in the Placing by making or
accepting an oral and legally binding offer to acquire Placing
Securities is deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to have made such
offer on the terms and subject to the conditions set out in this
Announcement and to have provided the representations, warranties,
undertakings agreements and acknowledgements contained in the
Appendix. The Company and Cenkos and their respective affiliates
will rely upon the truth and accuracy of the representations,
warranties, undertakings, agreements and acknowledgements contained
in the Appendix.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, Placing
Securities have been subject to a product approval process, which
has determined that Placing Securities are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of Placing Securities
may
decline and investors could lose all or part of their
investment; Placing Securities offer no guaranteed income and no
capital protection; and an investment in Placing Securities is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing
Securities.
Cenkos is responsible for undertaking its own target market
assessment in respect of the Placing Securities and determining
appropriate distribution channels.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"Admission" the admission of the Placing Shares
to trading on AIM becoming effective
in accordance with rule 6 of the
AIM Rules
"AIM" the AIM market of the London Stock
Exchange
"AIM Rules" the London Stock Exchange's rules
for companies relating to AIM titled
"AIM Rules for Companies"
"Announcement" this Announcement (including the
Appendix and information contained
therein)
"Cenkos" Cenkos Securities plc, the Company's
broker for the purpose of the Placing
"certificated" a share or other security not held
or "in certificated in uncertificated form (that is,
form" not in CREST)
"Circular" the circular to be issued by the
Company to Shareholders dated 16
March 2018 including, inter alia,
details of the Placing, and enclosing
the Form of Proxy
"Company" or Landore Resources Limited
"Landore"
"Company's Rysaffe International Services Limited
Registrars"
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001
No. 3875), as amended
"Directors" the directors of the Company
"Euroclear" means Euroclear UK & Ireland Limited
"Existing Ordinary the issued share capital of the
Shares" Company as at the date of this Announcement,
being 835,915,779 Ordinary Shares
"Extraordinary the extraordinary general meeting
General Meeting" of the Company to be held at 11
a.m., on 3 April 2018 at La Tonnelle
House, Les Banques, St Sampson,
Guernsey, GY1 3HS or any adjournment
thereof
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use in relation
to the Extraordinary General Meeting
which accompanies the Circular
"FSMA" the Financial Services and Markets
Act 2000, as amended
"Fundraising" the Placing, the Subscription and
the issue of the Warrants
"Group" the group of which the Company and
its subsidiary undertakings are
members
"Issue Documents" this Announcement, the Placing Agreement
and each further announcement or
other document used in connection
with the Placing
"Issue Price" 1.5 pence per Placing Share and
Placing Warrant (in aggregate)
"London Stock London Stock Exchange plc
Exchange"
"MAR" Market Abuse Regulation (EU No.
596/2014)
"Money Laundering the Money Laundering, Terrorist
Regulations Financing and Transfer of Funds
2017" (Information on the Payer) Regulations
2017, Money Laundering Regulations
2007, the money laundering provisions
of the Criminal Justice Act 1993,
Part VIII of FSMA (together with
the provisions of the Money Laundering
Sourcebook of the FCA and the manual
of guidance produced by the Joint
Money Laundering Steering Group
in relation to financial sector
firms), the Terrorism Act 2000,
the Anti Terrorism Crime and Security
Act 2001, the Proceeds of Crime
Act 2002 and the Terrorism Act 2006
"New Ordinary the Placing Shares and the Subscription
Shares" Shares
"Nominated Strand Hanson
Adviser"
"Notice" or the notice of the Extraordinary
"Notice of General Meeting contained in the
Extraordinary Circular
General Meeting"
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company
"Placee" any person that has conditionally
agreed to subscribe for Placing
Securities
"Placing" the conditional placing, by Cenkos,
as agent of and on behalf of the
Company, of the Placing Securities
on behalf of the Company at the
Issue Price on the terms and subject
to the conditions contained in the
Placing Agreement
"Placing Agreement" the conditional placing agreement
dated 16 March 2018 between the
Company, Cenkos and the Nominated
Adviser in connection with the Placing
"Placing Securities" means the Placing Shares and the
Placing Warrants
"Placing Shares" 196,000,000 new Ordinary Shares
to be conditionally placed for cash
pursuant to the Placing and whose
allotment and issue is conditional,
inter alia, on the passing of the
Resolutions at the Extraordinary
General Meeting
"Placing Warrants" 196,000,000 Warrants to be issued
pursuant to the Placing and whose
allotment and issue is conditional,
inter alia, on the passing of the
Resolutions at the Extraordinary
General Meeting
"Prospectus directive 2003/71/EC on the requirements
Directive" for a prospectus to be published
when securities are offered to the
public or admitted to trading
"Resolutions" the ordinary resolution and special
resolution proposed to be passed
at the Extraordinary General Meeting
as set out in the Notice of Extraordinary
General Meeting
"RIS" or "Regulatory a service approved by the London
Information Stock Exchange for the distribution
Service" to the public of AIM announcements
and included within the list on
the website of the London Stock
Exchange
"Securities the US Securities Act of 1933 (as
Act" amended)
"Shareholder" a registered holder of Ordinary
Shares
"Strand Hanson" Strand Hanson Limited, the Company's
nominated adviser
"Subscribers" certain existing shareholders of
the Company who have agreed to subscribe
for the Subscription Securities
pursuant to the Subscription
"Subscription" the conditional subscription of
the Subscription Securities at the
Issue Price on the terms and subject
to the conditions contained in the
Subscription Agreements
"Subscription the individual agreements dated
Agreements" on or around 16 March 2018 between
the Company and certain existing
Shareholders in connection with
the Subscription
"Subscription 14,000,000 new Ordinary Shares to
Shares" be conditionally subscribed for
cash pursuant to the Subscription
and whose allotment and issue is
conditional, inter alia, on the
passing of the Resolutions at the
Extraordinary General Meeting
"Subscription 14,000,000 Warrants proposed to
Warrants" be issued by the Company pursuant
to the Subscription
"uncertificated" a shareholding which is recorded
or "in uncertificated on the register of members of the
form" Company as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"Warrant Instrument" the deed dated 16 March 2018 entered
into by the Company relating to
the grant of Warrants to the Placees
"Warrants" the warrants to subscribe for 210,000,000
Ordinary Shares, granted by the
Company in accordance with the Warrant
Instrument and to be subscribed
for by the Placees and Subscribers
pursuant to the Placing and the
Subscription respectively
"GBP", "Pounds the lawful currency of the United
Sterling" or Kingdom
"Pence"
Appendix - Terms and Conditions of the Placing
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") 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, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT:
(A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND
(B) QUALIFIED INVESTORS IN THE UNITED KINGDOM WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN LANDORE RESOURCES LIMITED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SECURITIES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS
AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE
DISCRETION OF THE COMPANY, THE PLACING SECURITIES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER
THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE PLACING SECURITIES IS BEING MADE IN
THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS DOCUMENT, WILL NOT BE ACCEPTED. NO
REPRESENTATION IS BEING MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION UNDER THE SECURITIES ACT FOR THE REOFFER, RESALE, PLEDGE
OR TRANSFER OF THE PLACING SECURITIES.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT
OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company or Cenkos Securities plc
("Cenkos") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Securities or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Securities in any jurisdiction where action for
that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Securities is being made in any such
jurisdiction.
All offers of the Placing Securities will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. 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 relevant clearances have not been, nor will they be,
obtained from the US Securities and Exchange Commission or 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
Securities and the Placing Securities have not been, nor will they
be, registered under or offering in compliance with the securities
laws of any state, province or territory of the United States,
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Securities may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who has been
invited to and who has chosen to participate in the Placing (a
"Placee") is deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating,
making an offer and acquiring Placing Securities on the terms and
conditions contained herein and to provide the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Announcement.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things):
1 that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Securities that are
allocated to it for the purposes of its business;
2 that in the case of a Relevant Person in the United Kingdom
who acquires any Placing Securities pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Securities acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Securities acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any member state of
the European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Cenkos has been given
to the offer or resale; or
2.2.2 where Placing Securities have been acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Securities to it is
not treated under the Prospectus Directive as having been made to
such persons;
3 that it is acquiring the Placing Securities for its own
account or is acquiring the Placing Securities 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
4 that 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 Announcement.
No prospectus
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 Securities 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 (as defined in the AIM Rules) 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 form of confirmation to be 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
Cenkos, the Company or any other person and none of Cenkos, the
Company or 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. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Securities
Cenkos has today entered into a placing agreement (the "Placing
Agreement") with the Company and the Nominated Adviser under which,
on the terms and subject to the conditions set out in the Placing
Agreement, Cenkos as agent and broker for and on behalf of the
Company, have agreed to use their reasonable endeavours to procure
Placees for the Placing Securities at the Issue Price. The Placing
is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement becoming unconditional and not
being terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles
of incorporation of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing 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.
The Placing Warrants will, when issued, be subject to the
Warrant Instrument. Each Placing Warrant will entitle the holder to
subscribe for one new Ordinary Share at an exercise price of 2
pence per Ordinary Share at any time for a period of one year
following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
Subject to, amongst other things, the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms, it is expected that Admission will take place no later than
8.00 a.m. on 4 April 2018 and that dealings in the Placing Shares
on AIM will commence at the same time.
Principal terms of the Placing
1 Cenkos is acting as broker to the Placing and Strand Hanson is
acting as nominated adviser to the Placing, as agent for and on
behalf of the Company. Each of Cenkos and the Nominated Adviser is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and 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 their respective
customers or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing.
3 The Issue Price will be a fixed price of 1.5 pence per Placing
Share and Placing Warrant (in aggregate). No commissions will be
paid to Placees or by the Placees in respect of any Placing
Securities.
4 Each Placee's allocation has been confirmed to Placees orally
by Cenkos, and a contract note has been despatched by Cenkos to
each Placee. The oral confirmation to such Placee constitutes an
irrevocable, legally binding commitment upon such person (who will
at that point became a Placee), in favour of Cenkos and the
Company, under which it agreed to acquire the number of Placing
Securities allocated to it at the Issue Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of incorporation. Except with Cenkos' written
consent, such commitment is not capable of variation or revocation
at the time at which it is submitted.
5 Each Placee's allocation and commitment has also been
evidenced by a form of confirmation issued to such Placee by
Cenkos. The terms of this Appendix are deemed incorporated in that
form of confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos (as agent for the Company), to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Securities
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing were confirmed, settlement for all Placing
Securities to be acquired pursuant to the Placing will be required
to be made at the same time, on the basis explained below under
"Registration and Settlement".
8 All obligations of Cenkos under the 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".
9 By participating in the Placing, each Placee has agreed 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.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of Cenkos' respective
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
any of Cenkos as defined in the Financial Services and Markets Act
2000 ("FSMA") ((b) and (c) being together "affiliates" and
individually an "affiliate" of Cenkos), (d) any person acting on
any of Cenkos' behalf, shall have any 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, neither Cenkos nor any of their respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as Cenkos and the Company may agree.
Registration and Settlement
Participation in the Placing is only available to persons who
are invited to participate in it by Cenkos.
Each Placee allocated Placing Securities in the Placing has been
sent a contract note stating the number of Placing Securities
allocated to it at the Issue Price, the aggregate amount owed by
such Placee to Cenkos (as agent for the Company) and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cenkos
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with Cenkos.
Settlement of transactions in the Placing Shares (ISIN:
GB00B06VJ325) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 4 April 2018 unless otherwise notified by
Cenkos and Admission is expected to occur no later than 8.00 a.m.
on 4 April 2018 unless otherwise notified by Cenkos. Admission and
Settlement may occur at an earlier date, which if achievable, will
be notified through a Regulatory Information Service. Settlement
will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the
Company and Cenkos may agree that the Placing Shares should be
issued in certificated form. Cenkos reserve 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.
The Placing Warrants shall be issued in certificated form.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee has agreed that if it does not comply with these
obligations, Cenkos may sell any or all of their Placing Securities
on their behalf and retain from the proceeds, for Cenkos' 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 amount owed by
it and for any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of their
Placing Securities on their behalf.
If Placing Securities are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Securities 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 Securities 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 Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 4 April
2018 (or such later date as the Company and Cenkos may agree in
writing, in any event being not later than 8.00 a.m. on 18 April
2018);
(b) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(c) an electronic copy of the Circular being submitted to the
London Stock Exchange as required by Rule 20 of the AIM Rules;
(d) the Company procuring that a Circular and Form of Proxy are sent to each Shareholder;
(e) the passing of the Resolutions (without any amendment which
has not been previously approved by Cenkos) at the Extraordinary
General Meeting;
(f) in the opinion of Cenkos, acting in good faith, none of the
warranties or undertakings on the part of the Company contained in
the Placing Agreement being or having become untrue, inaccurate or
misleading at any time before Admission;
(g) there being no development or event prior to Admission of
which Cenkos was unaware when entering into the Placing Agreement
which in the opinion of Cenkos, acting in good faith, would require
a supplementary press announcement;
(h) Cenkos' obligations under the Placing Agreement not being
terminated in accordance with its terms,
(all conditions to the obligations of Cenkos included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Cenkos may agree, provided that
the time for satisfaction of the condition set out in (j) above
shall not be extended beyond 8.00 a.m. on 18 April 2018), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by Cenkos,
in their absolute discretion by notice in writing to the Company
and Cenkos may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 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 Cenkos.
Termination of the Placing
Cenkos may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, inter alia:
1 it comes to the attention of Cenkos that any of the warranties
were not true or accurate, or were misleading when given or deemed
given; or
2 it comes to the attention of Cenkos that the Company has
failed to comply with its obligations under the Placing Agreement
which is material in the context of the Placing; or
3 it comes to the attention of Cenkos that any statement
contained in the Issue Documents has become or been discovered to
be untrue, inaccurate or misleading; or
4 there has occurred, in the opinion of Cenkos (acting in good
faith), any material adverse change in the financial position or
prospects or business of the Company and its subsidiary
undertakings (taken as whole); or
5 there has occurred a force majeure event which, in the opinion
of Cenkos, will or is likely to be prejudicial to the Placing or
(acting in good faith) Admission or to the subscription for Placing
Securities by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company or Cenkos of
any right of termination, waiver or any condition or decision to
extend or not the time for satisfaction of any condition or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or Cenkos and that
neither of the Company nor Cenkos need make any reference to such
Placee and that neither Cenkos, the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
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 the issue by Cenkos of a form of confirmation confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Cenkos expressly agree in writing to the contrary):
1 it has read, understood and accepts the terms and conditions
set out within this Announcement in its entirety and that its
acquisition of the Placing Securities 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 Placing, the Company, the Placing
Securities or otherwise, other than the information contained in
this Announcement and the Publicly Available Information (as
defined in paragraph 4 below);
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, 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 that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Securities 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 neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Securities or the
Company or any other person other than the information in this
Announcement, or and any information publicly announced by the
Company to a Regulatory Information Service (the "Publicly
Available Information") nor has it requested any of Cenkos, the
Company, any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
5 neither Cenkos, any person acting on behalf of them or 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;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Securities 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 Securities and it has made its
own assessment of the Company, the Placing Securities and the terms
of the Placing based on Publicly Available Information; (b) neither
Cenkos, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Securities or the accuracy, completeness
or adequacy of the Publicly Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the
Placing Securities, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that Cenkos or any person acting on their behalf
may have conducted with respect to the Company, the Placing or the
Placing Securities;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cenkos 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;
8 the Placing Securities 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 Securities under the securities laws
of the United States, or any state or other jurisdiction of the
United States, the Republic of Ireland, Australia, Canada, Republic
of South Africa or Japan and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States, the
Republic of Ireland, Australia, Canada, South Africa or Japan or in
any country or jurisdiction where any such action for that purpose
is required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Securities pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Securities and
will honour such obligations; and
9.4 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 Announcement under
those laws or otherwise) and 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 Securities;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Securities are subscribed will not
be, a resident of, or with an address in, or subject to the laws
of, the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa, and it acknowledges and
agrees that the Placing Securities have not been and will not be
registered or otherwise qualified under the securities legislation
of Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
11 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;
12 neither Cenkos, their respective affiliates, agents,
directors, officers or employees nor 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 a client of any of
Cenkos and Cenkos has no 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;
13 it has the funds available to pay for the Placing Securities
for which it has agreed to subscribe and acknowledges and agrees
that it will make payment to Cenkos for the Placing Securities
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 Securities may be
placed with others on such terms as Cenkos may, in their absolute
discretion determine 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 Securities 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 Securities on its behalf;
14 the person who it specifies for registration as holder of the
Placing Securities will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither Cenkos 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
acquire Placing Securities pursuant to the Placing and agrees to
pay the Company and Cenkos in respect of the same (including any
interest or penalties) on the basis that the (i) Placing Shares
will be allotted to a CREST stock account of Cenkos or transferred
to a CREST stock account of Cenkos who will hold them as nominee on
behalf of the Placee, and (ii) definitive certificates in respect
of the Placing Warrants will be held by Cenkos on behalf of the
Placee, until settlement in accordance with its standing settlement
instructions with it;
15 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and Cenkos for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
16 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Securities 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 Securities
would give rise to such a liability;
17 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Securities that are allocated to it for the
purposes of its business only;
18 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Securities that are allocated to it for the purposes of
its business only;
19 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 Securities in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges;
20 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 Securities (including all relevant provisions of the
FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
21 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Securities
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 which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of Cenkos has been given to the offer or
resale;
22 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
23 neither Cenkos nor any of its respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
24 neither Cenkos, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of Cenkos, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25 acknowledges and accepts that Cenkos may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Securities and/or related instruments
for their own account for the purpose of hedging their underwriting
exposure or otherwise and, except as required by applicable law or
regulation, Cenkos will not make any public disclosure in relation
to such transactions;
26 Cenkos and each of their respective affiliates, each acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Securities and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Securities, 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 Securities being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by
Cenkos and/or any of their respective affiliates, acting as an
investor for its or their own account(s). Neither Cenkos 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;
27 it has not offered or sold and will not offer or sell any
Placing Securities to persons in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Directive;
28 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2017 (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;
29 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
30 in order to ensure compliance with the Money Laundering
Regulations 2017, Cenkos (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 Cenkos or the Company's Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Securities may be retained at Cenkos' absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Cenkos' or the Company's
Registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Cenkos
(for themselves and as agent on behalf of the Company) or the
Company's Registrars have not received evidence satisfactory to
them, Cenkos 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;
31 acknowledges that its commitment to acquire Placing
Securities on the terms set out in this Announcement and in the
form of confirmation 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 Cenkos' conduct of the Placing;
32 it irrevocably appoints any duly authorised officer of Cenkos
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
Securities for which it agrees to subscribe or purchase upon the
terms of this Announcement;
33 the Company, Cenkos and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the representations,
warranties, acknowledgements and agreements, which are given to
Cenkos, on their own behalf and on behalf of the Company and are
irrevocable;
34 if it is acquiring the Placing Securities as a fiduciary or
agent for one or more investor accounts, 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;
35 time is of the essence as regards its obligations under this Appendix;
36 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 Cenkos;
37 the Placing Securities will be issued subject to the terms
and conditions of this Announcement; and
38 these terms and conditions in this Announcement and all
documents into which this Announcement 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 shares pursuant to 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 any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Securities (together with any interest
chargeable thereon) may be taken by the Company or Cenkos 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, Cenkos 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 Announcement or incurred by Cenkos, 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 Announcement shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Securities 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 Securities are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Securities into a clearance
service. If there are any such arrangements, or the settlement
related to any other dealings in the Placing Securities, 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 Cenkos 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 Cenkos 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 Securities
or the agreement by them to acquire any Placing Securities 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 Securities 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 Cenkos in the
event that either the Company and/or Cenkos has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Announcement are given to Cenkos for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos 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 Cenkos may (at their absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Securities 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 any of Cenkos, any money held in an account with
Cenkos 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
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 Cenkos' money
(as applicable) 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.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Securities to be issued or sold pursuant to the
Placing will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELQLFFVXFZBBD
(END) Dow Jones Newswires
March 16, 2018 09:00 ET (13:00 GMT)
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