TIDMPDZ
RNS Number : 8848A
Prairie Mining Limited
29 March 2017
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, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ORDINARY SHARES IN
PRAIRIE, INCLUDING IN THE UNITED STATES, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
News Release | 29 March 2017
PLACING TO UK BASED INSTITUTIONAL INVESTORS TO RAISE GBP3.2
MILLION FOR THE FURTHER DEVELOPMENT OF PRAIRIE'S POLISH COAL
PROJECTS
Prairie Mining Limited ("Prairie" or the "Company") is pleased
to announce that it has placed 11,500,000 new ordinary shares in
the capital of the Company (the "Placing Shares") at a price of 28
pence per share (the "Placing Price"), to raise approximately
GBP3.2 million before expenses (the "Placing").
Commenting on the Placing, Prairie Mining Chief Executive
Officer, Ben Stoikovich said: "We are delighted to welcome a number
of high quality new UK based institutional investors onto the
Company's shareholder register as both projects move into a new
chapter of their development. Strong support from these
institutional investors further validates Prairie's vision to
become Europe's next strategic coking coal supplier through the
advancement of our two Tier 1 coking coal projects in Poland."
The net proceeds from the Placing, which is in response to
demand for the Company's shares from UK based institutional
investors, will be used for the further development of the
Company's Polish coal development projects. In particular, the
Placing will enable Prairie to accelerate the development of its
Debiensko Hard Coking Coal project for which the results of a
positive scoping study were recently announced, including
additional drilling in support of Feasibility Study work. In
parallel, Prairie is also on track to complete a Bankable
Feasibility Study in the second half of 2017 for its Jan Karski
Mine, for which the proceeds of the Placing will be partly applied
to advance pre-construction engineering works such as the provision
of high voltage power supply to the mine site area, and the
permitting processes.
Together with the Company's existing cash resources (A$13.1
million as at 31 December 2016), the proceeds of the Placing will
help ensure that Prairie retains a strong balance sheet position as
it approaches a construction decision for Jan Karski and rapidly
advances Debiensko.
The Placing Shares represent the maximum permitted share
issuance without triggering the requirement to produce a prospectus
in the United Kingdom when taken with relevant share issues in the
previous 12 months. The Placing Price represents a 12.5% discount
to the last closing price of the Company's ordinary shares on the
London Stock Exchange ("LSE") of 32 pence.
Tamesis Partners LLP ("Tamesis") is acting as lead-manager in
connection with the Placing together with Mirabaud Securities LLP
("Mirabaud") as co-manager (together the "Managers").
For further information, contact:
Prairie Mining Limited +44 207 478 3900
Ben Stoikovich
Sapan Ghai
Tamesis Partners LLP +44 203 882 2868
Richard Greenfield
Charlie Bendon
Mirabaud Securities LLP +44 203 167 7220
Rory Scott
Inside Information
The information contained in this announcement is inside
information. If you have any queries on this, then please contact
Dylan Browne, the Company's Company Secretary (responsible for
arranging release of this announcement) at Unit 1C, 38 Jermyn
Street London SW1Y 6DN United Kingdom on +44 (0) 207 478 3900. Upon
publication of this Announcement, this inside information is now
considered to be in the public domain.
Forward Looking Statements
Some of the statements in this announcement include forward
looking statements which reflect the Directors' current views with
respect to financial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the products and services of the
Company and its subsidiaries (together, the "Group")). These
statements include forward looking statements both with respect to
the Group and the sectors and industries in which the Group
operates. Statements which include the words "expects", "intends",
"plans", "believes", "projects", "anticipates", "will", "targets",
"aims", "may", "would", "could", "continue" and similar statements
are of a future or forward looking nature.
All forward looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause the Group's actual results to
differ materially from those indicated in these statements. Any
forward looking statements in this announcement reflect the
Directors' current views with respect to future events and are
subject to these and other risks, uncertainties and assumptions
relating to the Group's operations, results of operations and
growth strategy.
These forward looking statements speak only as of the date of
this announcement. Subject to any obligations under the UK
Prospectus Rules, the UK Listing Rules, the ASX Listing Rules, the
Polish Act on Public Offering or the UK DTR, the Company undertakes
no obligation to publicly update or review any forward looking
statement, whether as a result of new information, future
developments or otherwise. All subsequent written and oral forward
looking statements attributable to the Company or individuals
acting on behalf of the Company are expressly qualified in their
entirety by this paragraph.
General
Tamesis is an appointed representative of Arlington Group Asset
Management Limited which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Tamesis or for providing advice in relation
to the Placing, or any other matters referred to herein.
Mirabaud, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Mirabaud or for providing advice in relation
to the Placing, or any other matters referred to herein.
Details of the Placing
The Company has today entered into a placing agreement (the
"Placing Agreement") with the Managers. Under the terms of the
Placing Agreement, the Managers have conditionally placed
11,500,000 new ordinary shares in the capital of the Company at a
price of 28 pence per share, raising gross proceeds of
approximately GBP3.2 million before expenses.
An application has been made for admission of the Placing Shares
to the standard listing segment of the Official List of the FCA
("Official List") and to trading on the main market of the London
Stock Exchange for listed securities (together, "LSE Admission").
LSE Admission is expected to take place at 8.00am on 3 April 2017
and dealings in the Placing Shares on the London Stock Exchange
will commence at that time. The Placing is conditional on LSE
Admission.
Following the issue of the Placing Shares, application will be
made for the Placing Shares to be quoted on the ASX ("ASX
Quotation") and such quotation is expected to occur on or around 6
April 2017, subject to ASX approval.
An application will also be made for admission of the Placing
Shares to trading on the Warsaw Stock Exchange ("WSE Admission").
WSE Admission is expected to take place within approximately two to
three weeks from the date of LSE Admission.
The Placing is not conditional upon WSE Admission or ASX
Quotation.
The Placing Shares, when fully paid up, will be issued on the
same terms as the existing ordinary shares in the capital of
Prairie and will rank pari passu in all respects with each other
and the existing ordinary shares, including rights to receive
dividends and other distributions declared, made or paid on the
ordinary shares after their issue.
The Company's total issued share capital following LSE Admission
will consist of 163,478,969 ordinary shares with one voting right
per share. The above figure of 163,478,969 may be used by
shareholders as the denominator for the calculations by which they
can determine if they are required to notify their interest in, or
a change to their interest in, the Company following LSE
Admission.
Further details of the Placing and the terms and conditions on
which the Placing Shares were conditionally placed are set out in
the appendix to this announcement (which forms part of this
announcement) (the "Appendix") (together, the "Announcement").
In this Announcement, references to "pounds sterling", "GBP",
"pence" and "p" are to the lawful currency of the United
Kingdom.
Appendix
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY THE
MANAGERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE
2.1(E) OF THE PROSPECTUS DIRECTIVE (2003/71/EC) (AS AMED) (THE
"PROSPECTUS DIRECTIVE"); (B) AND, IF IN THE UNITED KINGDOM, PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE
"FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED) ("FSMA"); OR
(C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
Terms defined in the Announcement shall have the same meaning
when used in this Appendix unless otherwise defined.
This Announcement and the information contained herein is not
for release, directly or indirectly, in or into the United States,
South Africa, Canada or Japan. This Announcement (and the
information contained herein) does not contain or constitute an
offer of securities for sale, or solicitation of an offer to
purchase securities, in the United States, South Africa, Canada or
Japan or any other jurisdiction where such an offer or solicitation
would be unlawful (each a "Restricted Jurisdiction"). The Placing
Shares have not been and will not be registered under the US
Securities Act of 1933, as amended ("Securities Act"), and may not
be offered or sold in the United States except pursuant to an
exemption from, or in transaction not subject to, the registration
requirements of the Securities Act. There will be no public
offering of the Placing Shares in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, the Managers, or any of
their respective directors, officers, members, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has been prepared and issued by Prairie and is
and will be Prairie's sole responsibility. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility and liability is or will be
accepted by the Managers or any of their respective affiliates,
branches or advisers or any other person 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 Placee (as defined below), any person acting on such
Placee's behalf or any of their respective advisers, and any
liability therefor is expressly disclaimed. In the UK, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of FSMA does not apply.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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.
Tamesis is an appointed representative of Arlington Group Asset
Management Limited which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Tamesis or for providing advice in relation
to the Placing, or any other matters referred to herein.
Mirabaud, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Mirabaud or for providing advice in relation
to the Placing, or any other matters referred to herein.
In this Appendix, unless the context otherwise requires, a
"Placee" means a Relevant Person who has been invited to and has
chosen to participate in the Placing. Each Placee will be deemed to
have read and understood this Announcement in its entirety
(including this Appendix) and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained
in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Managers have today entered into the Placing Agreement with
the Company under which the Managers have severally (and not
jointly or jointly and severally), on the terms and subject to the
conditions set out therein, undertaken to use their reasonable
endeavours as agents of the Company, to procure Placees for the
Placing Shares.
The Placing Shares will, when issued, be subject to the
constitution of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Applications for Admission
Application will be made for LSE Admission. LSE Admission is
expected to become effective at 8.00 am on or around 3 April 2017
(or such later date as the Managers may agree with the Company, not
being later than 8.00 am (London time) on 30 April 2017) and
dealings in the Placing Shares on the London Stock Exchange will
commence on the same day.
Application will also be made to the ASX for the Placing Shares
to be quoted on the ASX and such quotation is expected to occur on
or around 6 April 2017, subject to ASX approval.
Application will be made for WSE Admission. WSE Admission is
expected to take place within approximately two to three weeks from
the date of LSE Admission.
The Placing is not conditional upon WSE Admission or ASX
Quotation.
Principal terms of the Placing
1. The Managers are acting as agents of the Company in
connection with the Placing on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Managers to
participate. The Managers and any of their respective affiliates
are entitled to participate in the Placing as principal.
3. The price per Placing Share is 28 pence (the "Placing Price").
4. Each Placee's allocation will be determined by Tamesis and
the Company in their absolute discretion and will be confirmed
orally by the Managers to such Placees.
5. A Manager's oral confirmation to any person of an allocation
of Placing Shares will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Managers and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it on the terms
and subject to the conditions set out in this Appendix and in
accordance with the Company's constitution. Except with the
relevant Manager's consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
6. Each Placee will be sent a trade confirmation stating the
number of Placing Shares allocated to it, the Placing Price, the
aggregate amount owed by such Placee to Mirabaud and settlement
instructions (the "Trade Confirmation"). The terms and conditions
of this Appendix will be deemed incorporated into the Trade
Confirmation.
7. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Managers as agents for the Company,
to pay to the relevant Manager (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Managers 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.
10. Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
11. All obligations 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 "Rights to terminate under the Placing
Agreement".
12. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law, neither: (a) the
Managers nor (b) any of their respective affiliates, agents,
members, partners, directors, officers, consultants of employees
nor (c) to the extent not contained within (a) or (b) any person
connected with the Managers as defined in FSMA ((b) and (c) being
together "Affiliates" and individually an "Affiliate" of the
Managers) 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 the Managers nor any of their Affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of the Managers' conduct of the
Placing or of such alternative method of effecting the Placing as
the Managers and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Managers under the Placing Agreement are
conditional, inter alia, on:
(a) the publication of this Announcement by no later than 8.00
am (London time) on 30 March 2017;
(b) the allotment and issue of the Placing Shares by no later
than 8.00 am (London time) on 3 April 2017 or such later date as is
agreed in writing between the Company and the Banks, but in any
event no later than 8.00 am (London time) on 30 April 2017;
(c) LSE Admission occurring by no later than 8.00 am (London
time) on 3 April 2017 or such later date as is agreed in writing
between the Company and the Banks, but in any event no later than
8.00 am (London time) on 30 April 2017;
(d) the warranties contained in the Placing Agreement being true
and accurate and not misleading on and as of the date of the
Placing Agreement and at the date of LSE Admission as though they
had been given and made on such dates by reference to the facts and
circumstances then subsisting;
(e) the Company having complied with its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to LSE Admission;
(f) the satisfaction or, where appropriate, the waiver of
certain other conditions as set out in the Placing Agreement.
The Placing is not conditional upon ASX Quotation or WSE
Admission.
If (a) any of the conditions are not fulfilled (or, to the
extent permitted under the Placing Agreement, waived by the
Managers) by the relevant time or date specified in the Placing
Agreement, or (b) the Placing Agreement between the Company and the
Managers is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations
hereunder shall cease and determine at such time and no claim may
be made by a Placee in respect thereof. None of the Company, the
Managers, or any of their respective Affiliates shall have any
liability to any Placees (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision the
Managers may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition in the
Placing Agreement (such decision being within the absolute
discretion of the Managers) or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Rights to terminate under the Placing Agreement
The Managers in each case in each of their absolute discretions,
at any time before LSE Admission may terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia, a breach of the warranties given to the
Managers in the Placing Agreement; the failure of the Company to
comply with obligations which are material in the opinion of that
Manager; or the occurrence of a force majeure event which, in the
opinion of the Managers, is likely to prejudice the success of the
Placing.
By participating in the Placing, each Placee agrees with each of
the Managers that the exercise by a Manager of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the relevant Manager (acting
in good faith) and that no Manager will be required to make any
reference to the Placees in this regard and that to the fullest
extent permitted by law, no Manager shall have any liability
whatsoever to the Placees in connection with any such exercise.
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required to be
published. The Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any
information previously published by or on behalf of the Company by
notification to a Regulatory Information Service. Each Placee, by
accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the
Company and confirms to the Managers and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Managers (other
than the amount of the relevant Placing participation stated in the
oral confirmation given to Placees and the Trade Confirmation) or
any of their respective Affiliates, any persons acting on their
behalf or the Company and neither the Managers nor any of their
respective Affiliates, any persons acting on their behalf, nor the
Company will be liable for the decision of any Placee to
participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges to and
agrees with the Managers for themselves and as agents for the
Company that, except in relation to the information obtained in
this Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Mirabaud will act as settlement agent in respect of the Placing.
Settlement of transactions in the Placing Shares in the form of
Depository Interests (ISIN: AU000000PDZ2) following LSE Admission
will take place in accordance with the settlement instructions set
out in the Trade Confirmation. Mirabaud reserves the right to
require settlement for and delivery of the Placing Shares to
Placees by such other means that Mirabaud deem necessary, if
delivery or settlement is not possible or practicable in accordance
with the Trade Confirmation within the timetable set out in this
announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on receipt of payment in full for such
Placing Shares by the relevant time stated in the Trade
Confirmation, or by such later time and date as the Managers and
the Company may in their absolute discretion determine, or
otherwise in accordance with the terms of the Trade
Confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its constitution or otherwise by law and to the
extent that such Placee then has any interest in or rights in
respect of any Placing Shares; (iii) the Company or the Managers
may sell (and all of them are irrevocably authorised by such Placee
to do so) all or any Placing Shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the
Company or, where applicable, the Managers (a) any amount up to the
total amount due to them as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares, (b) any
amount required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of
such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company (and to the Managers as
applicable) for the full amount of any losses and of any costs
which they may suffer or incur as a result of it (a) not receiving
payment in full for such Placing Shares by the required time,
and/or (b) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms actually obtained for such
sale by or for them.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the Trade
Confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Managers nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms and conditions of this Announcement (including this
Appendix) and provides the representations, warranties, agreements,
acknowledgments and undertakings, in each case, as contained in
this Appendix;
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and that it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares nor
is any such prospectus or offering document required under the
Prospectus Directive.
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Managers, their respective Affiliates and
any person acting on their behalf from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach by it 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;
4. acknowledges that neither the Managers nor any of their
respective Affiliates nor any person acting on their behalf has
provided, and will not provide it with, any material or information
regarding the Placing Shares or the Company; nor has it requested
that the Managers nor any of their respective Affiliates nor any
person acting on their behalf to provide it with any such material
or information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither the
Managers nor any of their respective Affiliates nor any person
acting on their behalf will be responsible for or shall have any
liability for any information, representation or statement relating
to the Company contained in this announcement or any information
previously published by or on behalf of the Company and neither the
Managers nor any of their respective Affiliates nor any person
acting on their behalf will 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 to subscribe for Placing Shares is
the information contained in this Announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has relied on its own
investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for Placing Shares and
acknowledges that it is not relying on any investigation that the
Managers, any of their respective Affiliates or any person acting
on their behalf may have conducted with respect to the Placing
Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
6. acknowledges that the Placing is not conditional upon ASX
Quotation or WSE Admission and that quotation of the Placing Shares
on the ASX is subject to ASX approval and the WSE is subject to WSE
approval;
7. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for
Placing Shares, including the tax, legal and other economic
considerations, and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
8. represents and warrants that it has not (except as referred
to in paragraph 30 below) relied on any confidential price
sensitive information concerning the Company in making its
investment decision to participate in the Placing;
9. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Managers, their respective Affiliates or any person acting
on its or any of their respective Affiliates behalf and understands
that (i) neither the Managers nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any liability for public information or any representation; (ii)
neither the Managers nor any of their respective Affiliates, nor
any person acting on their behalf, has or shall have any liability
for any additional information that has otherwise been made
available to such Placee, whether at the date of this announcement
or otherwise; and (iii) neither the Managers nor any of their
respective Affiliates, nor any person acting on their behalf, makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of this announcement or otherwise;
10. represents and warrants that (i) it is entitled to acquire
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity and authority to commit to participation
in the Placing and to perform its obligations in relation thereto
and will honour such obligations; (iv) it has paid any issue,
transfer or other taxes due in connection with its participation in
the Placing in any territory; and (v) it has not taken any action
which will or may result in the Company, or the Managers or any of
their respective Affiliates or any person acting on their behalf
being or becoming in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
11. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act or in transactions exempt from or not
subject to the registration requirements of the Securities Act;
12. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities
Act;
13. represents and warrants that it is not taking up or
acquiring the Placing Shares as a result of any directed selling
efforts (as defined in Regulation S under the Securities Act);
14. represents and warrants that it is not taking up or
acquiring the Placing Shares as a result of any form of general
solicitation or general advertising (as defined in Regulation D
under the Securities Act);
15. represents and warrants that 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);
16. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
17. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, 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" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of the
Managers has been given to the offer or resale;
18. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
19. 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 FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and agreed and acknowledges that the
Managers have not approved the contents of this Announcement in
their capacity as authorised persons and it may therefore not be
subject to the controls which would apply if it is made or approved
as financial promotion by an authorised person;
20. represents and warrants that it has complied and will comply
with all applicable laws (including all relevant provisions of
FSMA) with respect to anything done by it in relation to the
Placing Shares in, from, or otherwise involving the United
Kingdom;
21. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the EU Market Abuse
Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the
Antiterrorism Crime and Security Act 2001, the Money Laundering
Regulations (2007) (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if it is 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;
22. if in the United Kingdom, represents and warrants that it is
a person falling within (a) Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
23. if in the United Kingdom, represents and warrants that it is
a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive;
24. represents and warrants that it has complied and will comply
with all applicable provisions of the Australian Corporations Act
(including relevant insider trading provisions) and the ASX Listing
Rules in relation to the Placing Shares;
25. represents and warrants that it has complied and will comply
with all applicable provisions of the Polish Act as of July 29,
2005, on Public Offering the Conditions Governing the Introduction
of Financial Instruments to Organised Trading and on Public
Companies; Polish Act as of July 29, 2005, on Trading in Financial
Instruments; Regulation of the Minister of Finance as of February
19, 2009 on Current and Periodic Information Provided by Issuers of
Securities and Conditions for Recognizing as Equivalent Information
Required by Laws of a Non-member State; and Warsaw Stock Exchange
Rules;
26. agrees that it must comply with all applicable provisions of
the Australian Foreign Investments and Takeovers Act, 1975 (Cth) in
relation to the Placing Shares by no later than the settlement date
for the relevant Placing Shares;
27. represents and warrants that its participation in the
Placing will not cause its (or its associates) aggregate
shareholding in the Company to be 20% or more of the issued share
capital of the Company;
28. represents and warrants that it is not a 'related party' of
the Company as that term is defined in section 228 of the
Australian Corporations Act and/or the ASX Listing Rules, (or, if
it is a 'related party' of the Company, that its acquisition of
Placing Shares would not require the Company to obtain the approval
of its shareholders under section 208(1)(a) of the Australian
Corporations Act);
29. undertakes that it (and any person acting on their behalf)
will pay for the Placing Shares acquired by it on the due time and
date set out in this Announcement or the Trade Confirmation failing
which the relevant Placing Shares may be placed with other Placees
or sold as either the Managers or the Company may, in their
absolute discretion, determine and it will remain liable for any
shortfall of the net proceeds of such sale below the Placing
proceeds of such Placing Shares and may be required to bear any
costs, commissions, stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
30. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it
warrants that it has received such information within the marketing
soundings regime provided for in article 11 of Regulation (EU) No.
596/2014 on market abuse (as amended) and associated delegated
regulations and has not: (a) dealt in the securities of the
Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any
person, prior to the information being made publicly available;
31. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither the
Managers 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 and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be issued in accordance with the terms
of the Trade Confirmation which will hold them as settlement agent
as nominee for the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
32. acknowledges that it irrevocably appoints any member or
officer of a Manager as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
33. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
issued in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
34. represents and warrants that any person who confirms to the
Managers on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises the Managers to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
35. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Managers will be
responsible. If this is the case, the Placee should take its own
advice and notify the Managers accordingly;
36. acknowledges that the Placing Shares will be issued subject
to the terms and conditions set out in this Announcement (including
this Appendix);
37. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the Managers, any money held
in an account with Mirabaud 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. 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 Mirabaud money
in accordance with the client money rules and will be used by
Mirabaud in the course of its business; and the Placee will rank
only as a general creditor of Mirabaud;
38. acknowledges and understands that the Company, the Managers
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
39. acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these terms and conditions;
40. acknowledges that the basis of allocation will be determined
by Tamesis in its absolute discretion in consultation with the
Company. The right is reserved to reject in whole or in part and/or
scale back any participation in the Placing;
41. irrevocably authorises the Company and the Managers to
produce this announcement pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this announcement;
42. it will be bound by the terms of the constitution of the Company;
43. any document that is to be sent to it in connection with the
Placing will be sent at its own risk and may be sent to it at any
address provided by it to Mirabaud;
44. this Appendix and all documents into which this Appendix are
incorporated by reference or otherwise validly form a part and/or
any agreements entered into pursuant to these terms and conditions,
all agreements to subscribe for shares pursuant to the Placing, its
participation in the Placing and all non-contractual claims
relating thereto, will 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 courts of England and Wales as
regards any claim, dispute or matter arising out of or in
connection with the same, 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 or the Managers 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;
45. the Managers and their Affiliates, acting as investors for
their own accounts, may subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell
or otherwise deal for their own account in the Placing Shares, any
other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
Managers and/or any of its respective Affiliates acting as an
investor for its or their own account. None of the Managers or 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;
46. it is aware of the obligations regarding insider dealing in
the UK Criminal Justice Act 1993, the European Market Abuse
Regulation (596/2014) and the UK Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
47. in order to ensure compliance with the UK Money Laundering
Regulations 2007, Mirabaud (as agent on behalf of the Company) or
the Company's registrars may, in its absolute discretion, require
verification of its identity. Pending the provision to Mirabaud, or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Mirabaud's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at the Managers' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity Mirabaud (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, Mirabaud 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;
48. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under (or at a rate determined under) any of sections
67, 70, 93 or 96 of the UK Finance Act 1986 (depositary receipts
and clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or the increased rates
referred to in those sections and that it, or the person specified
by it for registration as a holder of Placing Shares, is not
participating in the Placing as nominee or agent for any person or
persons to whom the allocation, allotment, issue or delivery of
Placing Shares would give rise to such a liability;
49. where it is acquiring Placing Shares for one or more managed
accounts, 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 Appendix and the 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 the relevant Manager;
50. the Company's ordinary shares are quoted on the ASX,
admitted to the Official List and to trading on the main market of
the London Stock Exchange for listed securities and admitted to
trading on the WSE, and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of these exchanges and the Placee is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
51. that its commitment to subscribe for Placing Shares on the
terms set out in this announcement will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing; and
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Managers (for their own benefit and, where relevant, the
benefit of their respective Affiliates) and any person acting on
their behalf and are irrevocable.
No claim shall be made against the Company, or the Managers or
their respective Affiliates or any other person acting on behalf of
any of such persons by a Placee to recover any damage, cost, charge
or expense which it may suffer or incur by reason of or arising
from the carrying out by it of the work to be done by it pursuant
to this announcement or the performance of its obligations pursuant
to this announcement or otherwise in connection with the
Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares in the form of Depository
Interests are transferred into CREST to, or to the nominee of, a
Placee who holds those shares beneficially (and not as agent or
nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Managers 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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Managers in the event that
any of the Company and/or the Managers has incurred any such
liability to stamp duty or stamp duty reserve tax.
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 UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment, except for the longstop date of 30 April 2017. The
Managers shall notify the Placees and any person acting on behalf
of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Managers do 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 the Managers or any of their respective Affiliates may,
at its absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
The rights and remedies of the Managers and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to any
of the Managers:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEANDNADXXEEF
(END) Dow Jones Newswires
March 29, 2017 05:38 ET (09:38 GMT)
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