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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL
NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
Terms and conditions used in this announcement have the meaning ascribed
to them in Appendix II to this announcement unless the context requires
otherwise.
Providence Resources P.l.c.
Proposed conditional fundraising to raise approximately US$3.0 million
Dublin and London -- 6 April, 2020 -- Providence Resources P.l.c. (PVR
LN, PRP ID), the Irish based energy company ("Providence" or the
"Company"), announces its intention to conditionally raise approximately
$3.0 million (before expenses) (the "Fundraising") through the issue of
Placing Securities and Subscription Securities (each of which shall
comprise one New Ordinary Share, one 3p Warrant and one 9p Warrant) at a
price of 1.5p each (the "Issue Price"). The Fundraising comprises a
placing to institutional and other investors to raise approximately
GBP2.15 million (equivalent to approximately US$2.63 million) (before
expenses) (the "Placing") and a subscription by SpotOn Energy Limited
("SpotOn Energy") to raise GBP0.30 million (equivalent to approximately
US$0.37 million), as described further below (the "Subscription").
The Issue Price represents a discount of 13 per cent. to the closing
price of 1.73p on 3 April 2020, being the latest practicable date on
which the Company's shares traded on AIM and Euronext Growth ahead of
this announcement.
The Placing is being conducted through an accelerated bookbuild process
(the "Bookbuild") which is managed by Cenkos, Davy and Mirabaud, the
Company's brokers (together the "Joint Bookrunners").
The Bookbuild will open with immediate effect following release of this
announcement. The amount to be raised pursuant to the Fundraising and
the number of Placing Securities to be issued in the Placing will be
agreed by the Joint Bookrunners and the Company at the close of the
Bookbuild. The timing of the closing of the Bookbuild and allocations
are at the discretion of the Joint Bookrunners and the Company. Details
of the number of Placing Securities to be issued will be announced as
soon as practicable after the close of the Bookbuild.
All of the Directors and certain members of the Company's senior
management team have indicated that they intend to participate in the
Placing.
Term Sheet with SpotOn Energy in relation to Barryroe
The Company is also pleased to announce that it has agreed a non-binding
and non-exclusive heads of terms (the "Term Sheet") with SpotOn Energy
in relation to the farm out of Standard Exploration Licence ("SEL") 1/11
which contains the Barryroe oil and gas field ("Barryroe"). SEL 1/11 is
operated by EXOLA DAC ("EXOLA", 80%), a wholly-owned subsidiary of
Providence, on behalf of its partner, Lansdowne Celtic Sea Limited (20%)
("Lansdowne" and, together with EXOLA, the "Barryroe Partners").
Pursuant to the Term Sheet, the Company has granted SpotOn Energy a
period of exclusivity until October 31, 2020 during which time SpotOn
Energy will, working in collaboration with Providence, seek to agree an
appraisal work programme for the Barryroe field and develop commercial
terms with the aim of concluding a binding farm out agreement within
that period.
SpotOn Energy is a Norwegian company, registered in the UK, which takes
a progressive approach to cost effective offshore oil and gas field
development, working with a consortium of world leading services
providers to deliver development projects. The SpotOn Energy team has
extensive experience designing and constructing semi-submersible
drilling rigs for North Sea deployment and also in the design,
development and asset integrity management of offshore facilities.
The Company is also pleased to confirm that SpotOn Energy has confirmed
that it has agreed to invest an initial GBP300,000 into the Company by
subscribing directly with the Company for Subscription Securities
pursuant to the Subscription and that it intends to make a further
investment of GBP200,000 within six weeks of this announcement through a
subscription for new Ordinary Shares at the prevailing market price. A
further update will be issued in due course.
Background to and reasons for the Fundraising
The Company has now completed a re-engineering of its business and has
materially reduced its running costs. In addition, a review of the
Company's exploration portfolio is now complete and is expected to
result in additional licence and work programme cost reductions through
2020.
As previously announced, the capital raising in September 2019 provided
working capital only in respect of general, administrative and licence
operating costs for the period to the beginning of February 2020. While
this period has been extended (as announced by the Company in its
announcement dated 13 February 2020), the Company has an urgent need for
additional working capital in order to allow it to continue as a going
concern beyond this date and to allow it to continue the Barryroe farm
out process with SpotOn Energy.
Shareholders should note that, if the Fundraising is not successful, the
Company's ability to continue as a going concern beyond mid-May 2020
will be materially compromised and the outcome of the Barryroe farm out
process will be negatively impacted.
Use of Proceeds
It is anticipated that the proceeds of the Fundraising will be used
principally to provide general working capital for the business to cover
general administration, licencing and Placing costs, until April 2021.
In the event that the amount raised pursuant to the Fundraising is
increased as a result of excess demand, this will provide the Company
with additional working capital which will take it beyond this date and
ensure greater financial flexibility.
Current Trading & Prospects
Business Re-Structuring and Prospects
The Company recently completed a detailed business re-structuring which
included the appointment of a new CEO, Alan Linn, and the implementation
of a significant reduction in the Company's ongoing cost base.
Since his appointment, Mr Linn has also completed a review of the
Company's asset base and intends to concentrate business activity and
resources on building the value of the Barryroe project by implementing
an appraisal work programme targeting the eastern and central locations
within the Barryroe field.
As outlined above, pursuant to the Term Sheet agreed with SpotOn Energy,
the Company has granted SpotOn Energy a period of exclusivity until
October 31, 2020 during which time SpotOn Energy will, working in
collaboration with the Company, seek to agree an appraisal work
programme for the Barryroe field and develop commercial terms with the
aim of concluding a binding farm out agreement within that period.
Barryroe site survey
On 9 August 2019, the Company announced that the Barryroe Partners had
received permission from the Minister of State at the Department of
Communications, Climate Action and Environment to undertake a seabed
debris clearance, environmental baseline and habitat assessment site
survey over the area of the Barryroe field within SEL 1/11. The survey
was completed successfully within budget on 16 September 2019.
With the Company reverting to its original appraisal programme it is
important to commence the planning preparation work and submit the
necessary application required in order to provide timing certainty for
the commencement of the appraisal work programme. To this end, the
Company recently submitted a planning application to undertake a site
survey on a third Barryroe field appraisal location.
Importance of the Fundraising
Shareholders should note that, if the Company does not receive the
proceeds of the Fundraising, the Company's ability to continue as a
going concern will be materially compromised.
The Company would, in such circumstances, have to attempt to seek
alternative forms of finance in a short time frame and undertake other
activities such as delaying or reducing capital expenditure as a matter
of urgency. There is a substantial risk that the Company would be
unable to secure alternative forms of finance at all or on commercially
acceptable terms. If the Company was unable to secure alternative forms
of finance at all or on commercially acceptable terms, this would have a
material adverse effect on the Company's ability to operate on a going
concern basis (in addition to impacting on its business, financial
condition, prospects, capital resources, cash flows, share price,
liquidity, results and/or future operations).
Subject to the successful conclusion of the Fundraising, the net
proceeds of Fundraising are expected to be received by the Company on 6
May 2020.
The Warrants
Two classes of Warrants, the 3p Warrants and the 9p Warrants will be
issued to Placees and Subscribers.
Placees and Subscribers will be issued one 3p Warrant and one 9p Warrant
for each Placing Share or Subscriber Share (as appropriate) acquired by
them in the Fundraising.
The 3p Warrants will entitle holders to be able to subscribe for one new
Ordinary Share for each Warrant held at an exercise price of GBP0.03 per
Ordinary Share at any time for a period of 12 months following Admission
of the New Ordinary Shares.
The 9p Warrants will entitle holders to be able to subscribe for one new
Ordinary Share for each Warrant held at an exercise price of GBP0.09 per
Ordinary Share at any time for a period of 24 months following Admission
of the New Ordinary Shares.
If the Warrants are not exercised by their respective final exercise
dates (being, in respect of the 3p Warrants, the date falling 12 months
following Admission of the New Ordinary Shares and, in respect of the 9p
Warrants, the date falling 24 months following Admission of the New
Ordinary Shares) the Warrants shall lapse and shall no longer be capable
of being exercised.
The Warrants will be non-transferable and issued in registered form,
with the register of Warrants being kept by the registrar of the
Company.
Warrant certificates representing the relevant number of Warrants to be
issued to Placees and Subscribers, are expected to be despatched by post
within 14 Business Days of Admission, at the sole risk of warrant
holders.
Details of the Fundraising
The Placing
The Placing is subject to the terms and conditions set out in the
Appendix (which forms part of this announcement, such announcement and
the Appendix together, the "Announcement").
Application will be made to the London Stock Exchange and Euronext
Dublin for the New Ordinary Shares to be admitted to trading on AIM and
Euronext Growth. It is expected that admission to trading on each
exchange ("Admission") will become effective and that dealings in the
New Ordinary Shares will commence on AIM and Euronext Growth at 8.00
a.m. on 6 May 2020.
The New Ordinary Shares will be issued and credited as fully paid and
will rank in full for all dividends and other distributions declared,
made or paid after the admission of those Ordinary Shares and will
otherwise rank on Admission pari passu in all respects with each other
and with the existing Ordinary Shares in the Company.
The Placing is conditional upon, amongst other things:
-- the Joint Bookrunners and the Company agreeing the number of Placing
Securities at the close of the Bookbuild;
-- the passing of the Placing Resolutions without amendment to be proposed
at the General Meeting;
-- the Placing Agreement having become unconditional (save for Admission)
and not having been terminated in accordance with its terms prior to
Admission;
-- the Subscription Agreement having become unconditional (save for
Admission); and
-- Admission taking place by no later than 8.00 a.m. on 6 May 2020 (or such
later date as the Joint Bookrunners may agree in writing with the Company,
being not later than 8.00 a.m. on 20 May 2020).
If any of the conditions are not satisfied, the Placing Securities and
the Subscription Securities will not be issued and Admission of the New
Ordinary Shares will not take place.
Pursuant to the Placing Agreement, the Joint Bookrunners, as agents for
the Company, have agreed to use their reasonable endeavours to procure
subscribers for the Placing Securities at the Issue Price. The Placing
Agreement contains customary warranties given by the Company in favour
of the Joint Bookrunners in relation to, inter alia, the accuracy of the
information in this announcement and other matters relating to the
Company and its business.
Under the Placing Agreement, the Company has agreed to pay to the Joint
Bookrunners a commission based on the aggregate value of the Placing
Securities placed at the Issue Price and to Cenkos and Davy a corporate
fee for the Placing.
The Joint Bookrunners have the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, in the event
of a breach of any of the warranties or a material adverse change.
The Placing Agreement also provides for the Company to pay all costs,
charges and expenses of, or incidental to, the Placing and Admission
including all legal and other professional fees and expenses.
The Placing Securities have not been made available to the public and
have not been offered or sold in any jurisdiction where it would be
unlawful to do so.
The Subscription
The Company has entered into a subscription agreement with SpotOn Energy
dated 5 April 2020 (the "Subscription Agreement") pursuant to which
SpotOn Energy has agreed, conditional upon Admission occurring and the
Placing Agreement becoming unconditional in all respects and not having
been terminated on or before Admission, to subscribe for 20,000,000
Subscription Securities at the Issue Price.
The Subscription Agreement contains customary representations and
warranties:
a) from the Company in favour of SpotOn; and
b) from SpotOn in favour of the Company.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the "Important Notices" section of this
Announcement, to the detailed terms and conditions of the Placing and
further information relating to the Bookbuild described in the Appendix
to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and
legally binding offer to acquire Placing Securities, investors will be
deemed to have read and understood this Announcement in its entirety
(including the Appendix), and to be making such offer on the terms and
subject to the conditions of the Placing contained herein, and to be
providing the representations, warranties and acknowledgements contained
in the Appendix.
Expected timetable
Announcement of the Fundraising 6 April 2020
Announcement of the results of the Placing 6 April 2020
Posting of the Circular and the Forms of Proxy 9 April 2020
Last time and date for receipt of Forms of Proxy for 11.00 a.m. on 3 May
use at the Extraordinary General Meeting 2020
Voting Record Date 6 p.m. on 3 May 2020
Extraordinary General Meeting 11.00 a.m. on 5 May
2020
Admission effective and dealings in New Ordinary Shares 8.00 a.m. on 6 May
expected to commence on AIM and Euronext Growth 2020
Notes:
1. Each of the times and dates shown above and elsewhere
in this announcement are indicative and accordingly
are subject to change.
2. References to time in this announcement are to Dublin
time unless otherwise stated.
3. If any of the above times and/or dates change, the
revised time(s) and/or date(s) will be notified to
Shareholders by announcement through a Regulatory
Information Service.
For further information please contact the following:
Providence Resources P.l.c. Tel: +353 1 219 4074
Alan Linn, Chief Executive Officer
Pat Plunkett, Chairman
Cenkos Securities plc Tel: +44 131 220 6939
Neil McDonald
Derrick Lee
Joe Nally (Corporate Broking)
J&E Davy Tel: +353 1 679 6363
Anthony Farrell
John Frain
Mirabaud Securities Limited Tel: + 44 20 3167 7221
Peter Krens
MEDIA ENQUIRIES
Murray Consultants Tel: +353 1 498 0300 / 353 87 255 8300
Pauline McAlester
Important Notices
This Announcement is released by Providence Resources plc and contains
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating to
the Fundraising described above, and is disclosed in accordance with the
Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on behalf of
the Company by Alan Linn, CEO of Providence Resources P.l.c..
This Announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company's plans and its
current goals and expectations relating to its future financial
condition and performance and which involve a number of risks and
uncertainties. The Company cautions readers that no forward-looking
statement is a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking
statements. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", or other words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances, including, but not limited to,
economic and business conditions, the effects of continued volatility in
credit markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange rates, the
policies and actions of governmental and regulatory authorities, changes
in legislation, the further development of standards and interpretations
under International Financial Reporting Standards ("IFRS") applicable to
past, current and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success
of future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond the
Company's control. As a result, the Company's actual future results may
differ materially from the plans, goals, and expectations set forth in
the Company's forward-looking statements. You should not place undue
reliance on forward-looking statements. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only as
of the date they are made. Except as required by the FCA, the CBI, the
London Stock Exchange, Euronext Dublin or applicable law, the Company
expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unauthorised or unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Any failure to
comply with these restrictions may constitute a violation of the
securities law of any such jurisdiction.
The Placing Securities have not been and will not be registered under
the U.S. Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, delivered or transferred, directly or indirectly, in or
into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. The Company does
not intend to register any portion of the Placing in the United States
or to conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any part of an
offer to the public within the meaning of Sections 85 and 102B of the
FSMA or otherwise. This Announcement is not an "approved prospectus"
within the meaning of Section 85(7) of FSMA and a copy of it has not
been, and will not be, delivered to the FCA in accordance with the
Prospectus Rules or delivered to any other authority which could be a
competent authority for the purpose of the Prospectus Directive. Its
contents have not been examined or approved by the London Stock Exchange
plc, nor has it been approved by an "authorised person" for the purposes
of Section 21 of FSMA. This Announcement is being distributed to persons
in the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of
the European Economic Area who are qualified investors within the
meaning of article 2(e) of the Prospectus Regulation (EU) 2017/1129
("Qualified Investors") and (b) 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 amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of
high value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of FSMA and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate
it (all such persons together being referenced to as "Relevant
Persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.
This Announcement has been issued by and is the sole responsibility of
the Company. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by any of the Joint Bookrunners (apart
from the responsibilities or liabilities that may be imposed by the FSMA
or other regulatory regime established thereunder) or by any of their
respective affiliates or agents 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 therefor is expressly
disclaimed.
Cenkos, who is authorised and regulated in the United Kingdom by the FCA,
is the Company's nominated adviser and joint broker. Cenkos'
responsibilities as the Company's nominated adviser under the AIM Rules
are owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person. Cenkos is acting
exclusively for the Company and nobody else in connection with the
Placing and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the Placing and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos or for providing advice in
relation to the Placing or any matters referred to in this Announcement.
Davy, which is authorised and regulated in Ireland by the Central Bank
of Ireland, is acting as Euronext Growth Advisor (pursuant to the
Euronext Growth Rules) and joint broker to the Company. Davy will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Davy or for providing advice to any
other person in connection with the Placing. Davy accepts no liability
whatsoever for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information, for
which it is not responsible. Davy has not authorised the contents of, or
any part of, this Announcement and no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained in
this Announcement or for the omission of any information from this
Announcement.
Mirabaud, who is authorised and regulated in the United Kingdom by the
FCA, is the Company's joint broker. Mirabaud is acting exclusively for
the Company and nobody else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to 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 matters referred to in this Announcement.
Davy, who is authorised and regulated in Ireland by the CBI, is the
Company's Euronext Growth Adviser and joint broker. Davy's
responsibilities as the Company's Euronext Growth Adviser under the
Euronext Growth Rules are owed solely to Euronext Dublin and are not
owed to the Company or to any Director or to any other person. Davy is
acting exclusively for the Company and nobody else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Davy or for providing
advice in relation to the Placing or any matters referred to in this
Announcement.
The distribution of this Announcement and the offering of the Placing
Securities in certain jurisdictions may be restricted by law. No action
has been taken by the Company or any of the Joint Bookrunners that would
permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe such restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The Placing Securities
to which this Announcement relates may be illiquid and / or subject to
restrictions on their resale. Prospective purchasers of the Placing
Securities should conduct their own due diligence, analysis and
evaluation of the business and date described in this Announcement,
including the Placing Securities. The pricing and value of securities
can go down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed
as financial, legal, business or tax advice. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.
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, dissemination, 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 U.S.
Securities Act or the applicable laws of other jurisdictions.
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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Securities have been subject to a
product approval process, which has determined that such 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 the Placing Securities may decline and investors could lose all or
part of their investment; the Placing Securities offer no guaranteed
income and no capital protection; and an investment in the 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 Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, each of the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect
to the Placing Securities. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing
Securities and determining appropriate distribution channels.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE REQUIRED BY THE
COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION
(EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING
REGULATIONS) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B)
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
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE
49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED
("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT
YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE
COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF THE PLACING SECURITIES IN THE UNITED STATES, THE
UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SECURITIES.
Persons (including individuals, funds or otherwise) who are invited to
and who have chosen to participate in the Placing (and any person acting
in such person's behalf), by making an oral or written offer to
subscribe for Placing Securities will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety
and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means
a Relevant Person (including individuals, funds or others) by whom or on
whose behalf a commitment to subscribe for Placing Securities has been
given. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) 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. in the case of any Placing Securities acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) 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 EEA or to which the Prospectus Regulation otherwise applies other
than Qualified Investors or in circumstances in which the prior written
consent of the Joint Bookrunners has been given to the offer or resale;
or (ii) 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 Regulation as having been made to such persons;
3. except as otherwise permitted by the Joint Bookrunners,
(i) it and the person(s), if any, for whose account or benefit it is
acquiring the Placing Securities are purchasing the Placing Securities
in an "offshore transaction" as defined in Regulation S under the
Securities Act; (ii) it is aware of the restrictions on the offer and
sale of the Placing Securities pursuant to Regulation S; and (iii) the
Placing Securities have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
4. 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 and agreements contained in this
Announcement;
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions
set out in this Appendix;
6. it acknowledges that the Placing Securities have not been
and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of
the United States and may not be offered, sold or transferred, directly
or indirectly, within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States; and
7. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, acknowledgements
and agreements.
The Placing Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing
or the accuracy or adequacy of this Announcement. Any representation to
the contrary is a criminal offence in the United States.
Persons (including, without limitation, nominees and trustees) who have
a contractual or other legal obligation to forward a copy of this
Appendix (or the Announcement of which it forms part) should seek
appropriate advice before taking any action.
Details of the Placing
The Joint Bookrunners have entered into a placing agreement with the
Company (the "Placing Agreement") under which, subject to the conditions
set out therein, each of the Joint Bookrunners has agreed to use its
reasonable endeavours to procure subscribers for the Placing Securities
at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The New Ordinary Shares will, when issued, rank pari passu in all
respects with the existing Ordinary Shares in the Company, including the
right to receive dividends and other distributions declared, made or
paid following Admission.
The Placing Warrants will, when issued, be subject to the Warrant
Instrument. Each 3p Warrant will entitle the holder to subscribe for one
new Ordinary Share at an exercise price of 3 pence per Ordinary Share at
any time for a period of one year following Admission. Each 9p Warrant
will entitle the holder to subscribe for one new Ordinary Share at an
exercise price of 9 pence per Ordinary Share at any time for a period of
two years following Admission.
Application for admission to trading
Application for Admission in respect of the New Ordinary Shares will be
made to both the London Stock Exchange and Euronext Dublin. It is
expected that Admission will become effective and that dealings in the
New Ordinary Shares will commence on AIM and Euronext Growth at 8.00
a.m. on 6 May 2020, and in any event no later than 20 May 2020.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives details of
the terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Securities.
The Joint Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
The Joint Bookrunners are arranging the Placing as agents for and on
behalf of the Company. Participation in the Placing will only be
available to Placees who may lawfully be, and are, invited to
participate by the Joint Bookrunners. The Joint Bookrunners' agents and
their respective affiliates are each entitled to enter bids in the
Bookbuild as principal.
The number of Placing Securities to be issued will be agreed between the
Joint Bookrunners and the Company following completion of the Bookbuild.
The number of Placing Securities will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at either Cenkos,
Mirabaud or Davy. Each bid should state the number of Placing Securities
which the prospective Placee wishes to acquire at the Issue Price
established by the Company and the Joint Bookrunners. Bids may be scaled
down by the Joint Bookrunners on the basis referred to below.
The Bookbuild is expected to close at close of business on 6 April 2020,
but may be closed earlier or later at the absolute discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.
The Company reserves the right (upon the agreement of the Joint
Bookrunners) to reduce or seek to increase (subject to the maximum size
referred to in the Announcement) the amount to be raised pursuant to the
Placing.
The Joint Bookrunners will determine in their absolute discretion (in
consultation with the Company) the extent of each Placee's participation
in the Placing, which will not necessarily be the same for each Placee
and this will be confirmed orally or in writing by one of the Joint
Bookrunners as agent of the Company ("Confirmation"). No element of the
Placing will be underwritten. Confirmation will constitute an
irrevocable legally binding commitment upon that person (who will at
that point become a Placee) to subscribe for the number of Placing
Securities allocated to it at the Issue Price on the terms and
conditions set out in this Appendix (a copy of the terms and conditions
having been provided to the Placee prior to or at the same time as such
oral or written confirmation) and in accordance with the Articles. Each
prospective Placee's allocation and commitment will be evidenced by a
contract note or an electronic trade confirmation issued to such Placee
by the relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated by reference therein. For the avoidance of doubt,
the Confirmation constitutes each Placee's irrevocable legally binding
agreement, subject to the Placing Agreement not having been terminated,
to pay the aggregate settlement amount for the Placing Securities to be
subscribed for by that Placee regardless of the total number of Placing
Securities (if any) subscribed for by any other investor(s) and, except
with the consent of the Joint Bookrunners, the Confirmation will not be
capable of variation or revocation after the time at which it is
submitted.
The Joint Bookrunners reserve the right to scale back the number of
Placing Securities to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Joint Bookrunners also reserve
the right not to accept offers for Placing Securities or to accept such
offers in part rather than in whole.
Each Placee will be required to pay to the relevant Joint Bookrunner (or
as it may direct), on the Company's behalf, the Issue Price for each
Placing Security agreed to be acquired by it under the Placing in
accordance with the terms set out herein. Each Placee's obligation to
acquire and pay for Placing Securities under the Placing will be owed to
the Joint Bookrunners and the Company. Each Placee has an immediate,
separate, irrevocable and binding obligation, owed to the Joint
Bookrunners, to pay to the relevant Joint Bookrunner (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
subscribe for. Each Placee will be deemed to have read and understood
this Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in this Appendix, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix. To the fullest
extent permitted by law and applicable FCA rules (the "FCA Rules") and
CBI rules, none of (i) the Joint Bookrunners, (ii) any of their
respective directors, officers, employees or consultants, or (iii) to
the extent not contained within (i) or (ii), any person connected with a
Joint Bookrunner as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have any
liability to Placees or to any person other than the Company in respect
of the Placing.
Irrespective of the time at which a Placee's participation in the
Placing is 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'.
Completion of the Placing will be subject to the 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 Agreement'. In the event that the Placing
Agreement is not entered into or does not otherwise become unconditional
in any respect or, after having been entered into, is terminated, the
Placing will not proceed and all funds delivered by the Placee to the
relevant Joint Bookrunner (or as it may direct) in respect of the
Placee's participation will be returned to the Placee at the Placee's
risk without interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the
circumstances described below and will not otherwise be capable of
rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including the Appendices, in its entirety
and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company, nor any
of the Joint Bookrunners nor any of their respective affiliates shall
have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners nor any of their respective affiliates shall have any
liability (including to the extent permissible by law, any fiduciary
duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or
of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The obligations of each of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Securities are conditional on,
amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the Placing Agreement having become unconditional (save
for Admission) and not having been terminated in accordance with its
terms prior to Admission;
(c) the Subscription Agreement having become unconditional
(save for Admission);
(d) the passing of the Placing Resolutions at the
Extraordinary General Meeting; and
(e) Admission having occurred not later than 8.00 a.m. on 6
May 2020 or such later date as the Company and the Joint Bookrunners may
agree, but in any event not later than 8.00 a.m. on 20 May 2020.
If (i) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by the Joint Bookrunners by the respective time or
date where specified, (ii) any of such conditions becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing
Securities shall cease and terminate at such time and each Placee agrees
that no claim can be made by the Placee in respect thereof.
The Joint Bookrunners at their absolute discretion may waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement or
otherwise extend the time for fulfilment of all or any part of such
conditions. Any such waiver or extension will not affect Placees'
commitments as set out in this Announcement (including this Appendix).
None of the Joint Bookrunners, the Company or any other person shall
have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they may
make as to whether or not to waive or to extend the time and/or the date
for the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or in
respect of the Placing generally, and by participating in the Placing
each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Termination of the Placing Agreement
The Joint Bookrunners are entitled at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Securities by giving notice to the Company if,
amongst other things:
(a) the Company has failed to or is unable to comply with any
of its obligations under the Placing Agreement in any material respect;
or
(b) any statement in the placing documents has become or been
discovered to be untrue, inaccurate or misleading or that there has been
a material omission therefrom; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by reference to
the facts then subsisting), untrue, inaccurate or misleading; or
(d) there shall have occurred (i) any change, or development
involving a prospective change, in national or international, military,
diplomatic, monetary, economic, political, financial, industrial or
market conditions (including a material worsening of the COVID-19 virus
outbreak) or exchange rates or exchange controls, or any incident of
terrorism or outbreak or escalation of hostilities or any declaration by
the UK, the Republic of Ireland or the US of a national emergency or war
or any other calamity or crisis; or (ii) a suspension of trading in
securities generally on the London Stock Exchange, Euronext Dublin or
New York Stock Exchange or trading is limited or minimum prices
established on any such exchange; or (iii) a declaration of a banking
moratorium in London, Dublin or by the US federal or New York State
authorities or any material disruption to commercial banking or
securities settlement or clearance services in the US, the Republic of
Ireland or the UK, which, in each case, in the opinion of any of the
Joint Bookrunners acting in good faith, would or would be likely to
prejudice materially the Company or the Placing, or make the success of
the Placing doubtful or makes it impracticable or inadvisable to proceed
with the Placing.
Upon such termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the
Joint Bookrunners of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of the
Joint Bookrunners and that they need not make any reference to Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will
be submitted to be approved by the FCA, CBI or submitted to the London
Stock Exchange or Euronext Dublin in relation to the Placing and
Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Securities and the Placing based
on the Company's publicly available information taken together with the
information contained in this Announcement (including this Appendix)
released by the Company today and any information publicly announced to
a Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further terms
set forth in the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it has
neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, the Joint
Bookrunners or any other person and none of the Joint Bookrunners nor
the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing. No
Placee should consider any information in this Announcement (including
this Appendix) to be legal, tax or business advice. Each Placee should
consult its own legal adviser, tax adviser and/or business adviser for
legal, tax and business advice regarding an investment in the Placing
Securities. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission
will take place within the system administered by CREST, subject to
certain exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to Placees
by such other means that it deems necessary, including in certificated
form if, in the reasonable opinion of the Joint Bookrunners, delivery or
settlement is not possible or practicable within the CREST system or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Participation in the Placing is only available to persons who are
invited to participate in it by the Joint Bookrunners.
A Placee's commitment to acquire a fixed number of Placing Securities
under the Placing will be agreed orally or in writing with the relevant
Joint Bookrunner. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Securities at the Issue Price on the terms and conditions set out or
referred to in the Appendices and subject to the Articles.
Following the close of the Bookbuild, each Placee allocated Placing
Securities in the Placing will be sent a contract note or electronic
trade confirmation in accordance with the standing arrangements in place
with the relevant Joint Bookrunner, stating the number of Placing
Securities allocated to it at the Issue Price, the aggregate amount owed
by such Placee to the relevant Joint Bookrunner and settlement
instructions.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST
or certificated settlement instructions that it has in place with the
relevant Joint Bookrunner. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 30 April 2020 and
settlement date of 6 May 2020. Settlement will take place on a delivery
versus payment basis.
The Company will deliver the Placing Shares to the relevant CREST
accounts operated by the Joint Bookrunners as agent for the Company and
the relevant Joint Bookrunner will enter their delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Securities to that Placee against payment.
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 at the
rate of two percentage points above LIBOR as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Company may sell any or all of the Placing Securities
allocated to that Placee on such Placee's behalf and retain from the
proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties
thereon or other similar taxes imposed in any jurisdiction) which may
arise upon the sale of such Placing Securities on such Placee's behalf.
By communicating a bid for Placing Securities, each Placee confers on
the Joint Bookrunners all such authorities and powers necessary to carry
out any such transaction and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully take on such Placee's behalf.
If Placing Securities are to be delivered to a custodian or settlement
agent, Placees should ensure that the contract note or electronic trade
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 UK stamp duty or stamp duty
reserve tax. If there are any other circumstances in which any stamp
duty or stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment,
issue or delivery of the Placing Securities (or for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer
Placing Securities), none of the Joint Bookrunners 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 submitting a bid and/or participating in the Placing, each Placee
(and any person acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Placing
and its acquisition of Placing Securities is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein;
2. it has received this Announcement solely for its use and
has not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the
Placing (including any electronic copies thereof);
3. no offering document, prospectus or admission document
has been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering document
in connection with the Bookbuild, the Placing or the Placing Securities;
4. its participation in the Placing shall also be subject to
the provisions of the Placing Agreement and the Articles;
5. (i) it has made its own assessment of the Company, the
Placing Securities and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of the
Company prior to the date of this Announcement (the "Publicly Available
Information"); (ii) the Ordinary Shares are admitted to trading on AIM
and Euronext Growth, and the Company is therefore required to publish
certain business and financial information in accordance with the rules
and practices of AIM and Euronext Growth (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access such
Exchange Information without undue difficulty and is able to obtain
access to such information or comparable information concerning any
other publicly traded company without undue difficulty and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status and
affairs of the Company, the Placing and the Placing Securities, as well
as the opportunity to ask questions) concerning the Company, the Placing
and the Placing Securities as it has deemed necessary in connection with
its own investment decision to acquire any of the Placing Securities and
has satisfied itself that the information is still current and relied on
that investigation for the purposes of its decision to participate in
the Placing;
6. none of the Joint Bookrunners, the Company nor any of
their respective affiliates, agents, directors, officers, 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 other than the information included in this Announcement; nor
has it requested any of the Joint Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them to
provide it with any such information;
7. the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and that none
of the Joint Bookrunners, nor any person acting on their behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise.
Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to subscribe for the Placing Securities is
contained in this Announcement and any Publicly Available Information
(including the Exchange information), such information being all that it
deems necessary to make an investment decision in respect of the Placing
Securities and that it has neither received nor relied on any other
information given or representations, warranties or statements made by
the Joint Bookrunners or the Company or their respective affiliates and
none of the Joint Bookrunners nor the Company nor their respective
affiliates will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in deciding to participate in
the Placing;
8. to the extent it has received any inside information (for
the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014
("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to
the Company and its securities, it has not: (a) dealt (or attempted to
deal) in the securities of the Company; (b) encouraged, recommended or
induced another person to deal in the securities of the Company; or (c)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
9. none of the Joint Bookrunners nor any person acting on
their behalf nor any of their respective affiliates has or shall have
any liability for any Publicly Available Information (including any
Exchange 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;
10. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations
2017 (the "Regulations") and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any government agency
having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA 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;
11. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Securities
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a
view to their offer or resale to, persons in a member state of the EEA
or to which the Prospectus Regulation otherwise applies other than to
qualified investors, or in circumstances in which the prior written
consent of the Joint Bookrunners has been given to the proposed offer or
resale;
12. it has not offered or sold and will not offer or sell any
Placing Securities to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of
their business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United Kingdom
within the meaning of section 85(1) of the FSMA;
13. it has not offered or sold and will not offer or sell any
Placing Securities to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Regulation
(including any relevant implementing measure in any member state);
14. 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 Securities in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
15. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to
the Placing Securities in, from or otherwise involving, the United
Kingdom;
16. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and
is a qualified investor as defined in Section 86 of FMSA or is a person
to whom this Announcement may otherwise be lawfully communicated;
17. any offer of Placing Securities may only be directed at
persons in member states of the EEA who are "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation and represents
and agrees that, in the EEA, it is such a qualified investor;
18. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Securities under the laws of all relevant
jurisdictions which apply to it, (ii) it has all necessary capacity and
has obtained all necessary consents and authorities to enable it to
commit to this participation in the Placing (including executing and
delivering all documents necessary for such participation), (iii) it is
and will remain liable to the Company and/or the Joint Bookrunners for
the performance of all of its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour
such obligations, and that its subscription of the Placing Securities
will be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise, (iv) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory and (v) it has not
taken any action which will or may result in the Company, the Joint
Bookrunners or any of their respective affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing. Each
Placee agrees that the provisions of this paragraph 18 shall survive the
resale of the Placing Securities by or on behalf of any person for whom
it is acting;
19. the Placing Securities have not been and will not be
registered under the Securities Act or with any securities regulatory
authority of any state or jurisdiction of the United States, or the
relevant Australian, Canadian, Japanese, New Zealand or South African
securities legislation and therefore the Placing Securities may not be
offered, sold, transferred or delivered directly or indirectly into the
United States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa or their respective territories and possessions, except
subject to limited exemptions;
20. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing Securities,
complied with all requisite formalities and that it has not taken any
action or omitted to take any action which will or may result in the
Joint Bookrunners, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any territory in connection with the Placing;
21. its purchase of Placing Securities does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation to
prepare or file a prospectus or similar document or any other report
with respect to such purchase; (ii) any disclosure or reporting
obligation of the Company; or (iii) any registration or other obligation
on the part of the Company;
22. it (and any person acting on its behalf) will make payment
for the Placing Securities allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Securities may be placed with other subscribers or sold
as the Joint Bookrunners may in their discretion determine and it will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Issue Price and the number of Placing
Securities allocated to it and may be required to bear any stamp duty
for 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;
23. none of the Joint Bookrunners nor any of their respective
affiliates, 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 the Joint Bookrunners for the purposes of the
Placing and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to their
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 their rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right;
24. the person whom it specifies for registration as holder of
the Placing Securities will be (i) itself or (ii) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and
any person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and the Joint Bookrunners
in respect of the same on the basis that (i) the Placing Securities will
be allotted to the CREST stock account of the relevant Joint Bookrunner
who will hold them as nominee on behalf of such Placee and (ii)
definitive certificates in respect of the Placing Warrants will be held
by the relevant Joint Bookrunner on behalf of the Placee, until
settlement in accordance with its standing settlement instructions;
25. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall
be governed by and construed in accordance with the laws of England and
Wales and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Securities (together with any
interest chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
26. The Joint Bookrunners and their respective affiliates will
rely upon the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises the Joint Bookrunners to produce this
Announcement, pursuant to, in connection with, or as may be required by
any applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
27. it agrees to indemnify on an after tax basis and hold the
Company and the Joint Bookrunners and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with
any breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees that
the provisions of the Appendices shall survive after completion of the
Placing;
28. it will acquire any Placing Securities subscribed for by it
for its account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make the
acknowledgements, representations and agreements herein on behalf of
each such account;
29. its commitment to subscribe for Placing Securities on the
terms set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in future be made to the terms of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's
conduct of the Placing. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and the Joint
Bookrunners. The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to the subscription by it and/or such person direct from
the Company for the Placing Securities in question. Such agreement
assumes, and is based on a warranty from each Placee, that neither it,
nor the person specified by it for registration as holder, of Placing
Securities is, or is acting as nominee or agent for, and that the
Placing Securities will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance
services) or under applicable Irish legislation. If there are any such
arrangements, or the settlement relates to any other dealing 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 none of the Joint Bookrunners
or the Company shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners accordingly;
30. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or
the Joint Bookrunners that would, or is intended to, permit a public
offer of the Placing Securities in any country or jurisdiction where any
such action for that purpose is required;
31. in making any decision to subscribe for the Placing
Securities, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits
and risks of subscribing for the Placing Securities. It further confirms
that it is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear,
the economic risk of, and is able to sustain a complete loss in
connection with the Placing. It further confirms that it relied on its
own examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the merits and
risks involved;
32. it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial considerations
in connection herewith to the extent it deems necessary; (b) had access
to review publicly available information concerning the Company that it
considers necessary or appropriate and sufficient in making an
investment decision; (c) reviewed such information as it believes is
necessary or appropriate in connection with its subscription of the
Placing Securities; and (d) made its investment decision based upon its
own judgment, due diligence and analysis and not upon any view expressed
or information provided by or on behalf of the Company or Joint
Bookrunners;
33. it may not rely on any investigation that the Joint
Bookrunners or any person acting on their behalf may or may not have
conducted with respect to the Company, or the Placing and none of the
Company or any of the Joint Bookrunners has made any representation to
it, express or implied, with respect to the merits of the Placing, the
subscription for the Placing Securities, or as to the condition,
financial or otherwise, of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Securities. It
acknowledges and agrees that no information has been prepared by the
Joint Bookrunners or the Company for the purposes of this Placing;
34. it will not hold the Company, the Joint Bookrunners or any
of their respective affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any
publicly available information relating to the Company or information
made available (whether in written or oral form) in presentations or as
part of roadshow discussions with investors relating to the Company (the
"Information") and that none of the Company, the Joint Bookrunners 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 or accepts any responsibility for any of such Information;
35. the Placee is either (A) a person located outside the
United States and is subscribing for Placing Securities only in an
"offshore transaction" as defined in and pursuant to Regulation S, or
(B) within the United States and a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act and is not
subscribing for Placing Securities with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly, of
any Placing Securities in or into the United States, and has or will
have executed and delivered a U.S. investor representation letter
substantially in the form set out in the letter provided to it by the
relevant Joint Bookrunner to the addressees specified therein;
36. the Placee is not acquiring Placing Securities as a result
of any "directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general advertising"
(within the meaning of Rule 502(c) of Regulation D of the Securities
Act);
37. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the
time the undertaking to subscribe for Placing Securities is given; and
38. the foregoing representations, warranties and confirmations
are given for the benefit of the Company and the Joint Bookrunners and
are irrevocable. The Company, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees and others will
rely upon the truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements and it agrees that if any of
the acknowledgements, representations, warranties and agreements made in
connection with its acquiring of Placing Securities is no longer
accurate, it shall promptly notify the Company and the Joint
Bookrunners. It irrevocably authorises the Joint Bookrunners and the
Company 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
out herein.
The agreement to allot and issue Placing Securities to Placees (or the
persons for whom Placees are contracting as nominee or agent) free of
stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents,
direct from the Company for the Placing Securities in question. Such
agreement is subject to the representations, warranties and further
terms above and assumes, and is based on the warranty from each Placee,
that the Placing Securities are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the
Placing Securities into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Securities, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible and each Placee shall indemnify on
an after-tax basis and hold harmless the Company, the Joint Bookrunners
and their respective affiliates, agents, directors, officers and
employees for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings.
In addition, Placees should note that they will be liable for any stamp
duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them
or any other person on the subscription by them of any Placing
Securities or the agreement by them to subscribe for any Placing
Securities. Each Placee agrees to indemnify on an after-tax basis and
hold harmless the Company, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees from any and all
interest, fines or penalties in relation to any such duties or taxes to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above
tax liabilities arise and notify the Joint Bookrunners accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges
and agrees that the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a Placee
in respect of some or all of the Placing Securities.
When a Placee or person acting on behalf of the Placee is dealing with
the Joint Bookrunners, any money held in an account with a Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning of the
rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will
not be segregated from the relevant Joint Bookrunner's money in
accordance with the client money rules and will be used by the relevant
Joint Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of the relevant Joint Bookrunner.
All times and dates in this Announcement may be subject to amendment.
The Joint Bookrunners shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons
needing advice should consult an independent financial adviser.
Appendix II
Definitions
The following definitions apply throughout this Announcement, unless
otherwise stated or the context requires otherwise:
"Admission" means admission of the New Ordinary Shares to trading on AIM
and Euronext Growth becoming effective in accordance with Rule 6 of the
AIM Rules and Rule 3.7.2 of the Euronext Growth Rules;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the London Stock Exchange's rules and guidance notes
contained in its "AIM Rules for Companies" publication relating to
companies whose securities are traded on AIM, as amended from time to
time;
"Announcement" means this announcement (including the appendices to this
announcement);
"Articles" means the articles of association of the Company in force on
the date hereof;
"CBI" means the Central Bank of Ireland;
"Cenkos" means Cenkos Securities plc;
"Circular" means the circular, including the Notice convening the
Extraordinary General Meeting, which it is anticipated will be
dispatched to Shareholders on or around 9 April 2020;
"Company" means Providence Resources plc, a company incorporated under
the laws of Ireland (registered under the number 268662) with its
registered office at Paramount Court, Corrig Road, Sandyford Business
Park, Dublin 18, Ireland;
"CREST" means the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the transfer
of title to shares in uncertificated form;
"CREST Regulations" means the Irish Companies Act 1990 (Uncertificated
Securities) Regulations 1996 S.I. No. 68 of 1996, including (i) any
enactment or subordinate legislation which amends or supersedes those
regulations and (ii) any applicable rules made under those regulations
or any enactment or subordinate legislation for the time being in force;
"Davy" means J&E Davy;
"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated
in England & Wales with registered number 02878738, being the operator
of CREST;
"Euronext Dublin" means The Irish Stock Exchange plc, trading as
Euronext Dublin;
"Euronext Growth" means the market of that name operated by Euronext
Dublin;
"Euronext Growth Rules" means the rules published by Euronext entitled
'Euronext Growth Markets Rule Book';
"Extraordinary General Meeting" means the extraordinary general meeting
of the Company to approve the Placing Resolutions, including any
adjournment thereof, and notice of which will be set out at the end of
the Circular;
"FCA" means the Financial Conduct Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Fundraising" means the Placing and the Subscription;
"Group" the Company together with its subsidiaries from time to time;
"Issue Price" means 1.5 pence per Placing Security and 1.5 pence per
Subscription Security;
"Joint Bookrunners" means Cenkos, Mirabaud and Davy;
"London Stock Exchange" means London Stock Exchange plc;
"Mirabaud" means Mirabaud Securities Limited;
"New Ordinary Shares" means the Placing Shares and the Subscription
Shares.
"Notice" means the notice of Extraordinary General Meeting set out at
the end of the Circular;
"Ordinary Shares" means the ordinary shares of EUR0.001 each in the
share capital of the Company;
"Placees" means persons to be procured by the Joint Bookrunners to
subscribe for Placing Securities pursuant to the provisions of the
Placing Agreement.
"Placing" means the placing of the Placing Securities at the Issue Price
by the Joint Bookrunners as agents for and on behalf of the Company
pursuant to the terms of the Placing Agreement;
"Placing Agreement" means the conditional agreement dated 6 April 2020
between (1) the Company (2) Cenkos (3) Mirabaud and (4) Davy relating to
the Placing, further details of which are set out in this Announcement;
"Placing Resolutions" means resolutions 1, 2 and 3 as set out in the
Notice;
"Placing Securities" means the Placing Shares and the Placing Warrants
and a "Placing Security" means a Placing Share together with one 3p
Warrant and one 9p Warrant;
"Placing Shares" means new Ordinary Shares to be issued by the Company
and subscribed for pursuant to the Placing;
"Placing Warrants" means the 3p Warrants and the 9p Warrants to be
issued by the Company and subscribed for pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129);
"Regulation D" means Regulation D as promulgated under the Securities
Act;
"Regulation S" means Regulation S as promulgated under the Securities
Act;
"Regulatory Information Service" means any of the services set out in
the list of Primary Information Providers maintained by the FCA and CBI;
"Securities Act" or "U.S. Securities Act" means the United States
Securities Act of 1933, as amended;
"SpotOn Energy" means SpotOn Energy Limited;
"Subscription" means the conditional subscription of the Subscription
Securities at the Issue Price on the terms and subject to the conditions
contained in the Subscription Agreement.
"Subscription Agreement" means the agreement dated 5 April 2020 between
the Company and SpotOn Energy.
"Subscription Securities" means the Subscription Shares and the
Subscription Warrants and a "Subscription Security" means a Subscription
Share together with one 3p Warrant and one 9p Warrant.
"Subscription Shares" means the 20,000,000 new Ordinary Shares to 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 Warrants" means 20,000,000 3p Warrants and 20,000,000 9p
Warrants proposed to be issued by the Company and subscribed for by
SpotOn Energy pursuant to the Subscription Agreement.
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the relevant
register of the share or security concerned 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;
"US" or "United States" the United States of America, its territories
and possessions, any state of the United States of America and the
district of Columbia and all other areas subject to its jurisdiction;
"US Person" bears the meaning ascribed to such term by Regulation S;
"Warrant Instrument" means the deed to be executed by the Company on or
around the date of the Extraordinary General Meeting relating to the
grant of 3p Warrants and the 9p Warrants to the Placees and SpotOn
Energy.
"3p Warrants" means the warrants to subscribe for Ordinary Shares at 3
pence per share, to be granted by the Company in accordance with the
Warrant Instrument and to be subscribed for by the Placees pursuant to
the Placing and the Subscribers pursuant to the Subscription.
"9p Warrants" means the warrants to subscribe for Ordinary Shares at 9
pence per share, to be granted by the Company in accordance with the
Warrant Instrument and to be subscribed for by the Placees pursuant to
the Placing and the Subscribers pursuant to the Subscription.
"EUR" means Euro, the lawful currency of Ireland; and
"GBP" means pounds sterling, the lawful currency of the UK from time to
time.
(END) Dow Jones Newswires
April 06, 2020 02:00 ET (06:00 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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