THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE
PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED ("MAR").
Prospex Energy PLC /
Index: AIM / Epic: PXEN / Sector: Oil and Gas
5 August 2024
Prospex Energy PLC
("Prospex" or the "Company")
Proposed Placing and
Subscription to raise a minimum of £3.27 million and retail offer
for up to £500,000
Fundraising to enable investment in the
company owning the Viura Field in Spain
Prospex Energy PLC (AIM: PXEN), the AIM quoted
investment company focused on European gas and power projects, is
pleased to announce that it plans to raise £3.27
million by way of a Placing ("Placing") and Subscription
("Subscription") of
54,500,000 new Ordinary Shares of 0.1p in the Company at a price of
6 pence per share (the "Issue
Price").
In addition, the Company is
proposing a retail offer to existing shareholders for up to
8,333,333 new Ordinary Shares at the Issue Price to raise up to an
additional £500,000 (the "Retail
Offer", and together with the Placing and Subscription, the
"Fundraise"). The Retail
Offer may be increased by the board depending on
demand. The proceeds from the Fundraise will be
used to execute a transaction in which Prospex will acquire an
indirect ownership of the Viura producing gas field in northern
Spain (the "Viura Field")
amounting to up to 10% as outlined further below.
Placing and Subscription
The Placing will be through the
issue of 7,000,000 new ordinary shares ("Placing Shares") of 0.1p each in the
capital of the Company to qualified investors ("Placees") at the Issue Price. The
Placing is being made available to certain qualified investors but
is not available to the public and will be conducted by way of an
accelerated bookbuild ("Bookbuild"), which will open
immediately following release of this announcement in accordance
with the terms and conditions set out in the Appendix. The
amount of the Placing may be increased depending on demand.
The Bookbuild is being managed by VSA Capital Limited
("VSA") who are acting as
sole Broker.
HEYCO Energy Group, Inc.,
("Heyco Energy") the
majority owner of HEYCO Energy Iberia, the owner of 58.7964% of the
Viura Field, has indicated their intention to subscribe for
41,666,668 new Ordinary Shares at the Issue Price amounting to
£2.5m (the "Heyco Subscription
Shares") as part of the Subscription. Certain existing
shareholders have also indicated their intention to subscribe for
5,833,332 new Ordinary Shares at the Issue Price amounting to
approximately £350,000 (the "Existing Shareholder Shares", and
together with the Heyco Subscription Shares, the "Subscription Shares") as part of the
Subscription.
In addition certain Directors have
indicated that they intend to participate in the Placing for
1,166,665 Placing Shares at the Issue Price amounting in aggregate
to approximately £70,000 as detailed below.
Retail Offer
In addition to the Placing and
Subscription, existing shareholders will be given an opportunity to
participate in the Retail Offer by subscribing for new Ordinary
Shares via the Winterflood Retail Access Platform ("WRAP") to raise up to approximately
£500,000 (before expenses) at the Issue Price, to provide existing
retail shareholders in the Company an opportunity to participate in
the Fundraise. The Retail Offer may be increased by the board
depending on demand.
Those investors who subscribe for
new Ordinary Shares pursuant to the Retail Offer (the "Retail Shares") will do so pursuant to
the terms and conditions of the Retail Offer announcement that will
be released immediately following this announcement.
Reason for the Fundraise
The gross proceeds will amount to £3.27 million
of which the Company expects to acquire a minimum of 6% of Heyco
Energy Iberia S.L. ("HEI"), which may increase depending on the
outcome of the Fundraise.
To the extent that the Retail Offer reaches the
target fundraising of £500,000, Prospex will invest further into
HEI, and in the event that this amount increases Prospex may invest
up to a maximum amount of 10% with Prospex responsible for up to
20% of costs for the first 3 years. In the event an amount
less than 10% is acquired the cost responsibility will be pro-rated
downwards.
HEI will use the funding from the HEI Investors
(defined below) to part fund the new development well: Viura
1B which spudded on 24 June 2024 with drilling
ongoing, together with a workover for a water injection test.
Assuming a 10% interest in HEI, Prospex will also be
responsible for 20% of the costs of the HEI development programme
in 2025 and 2026, estimated at a further £6.85 million, which may
be fully or partially funded from new production income. HEI
is a subsidiary of the Heyco Energy Group Inc. of the USA
("Heyco"), which is owned
by members of the Yates family of Dallas, Texas. HEI extracts
and sells natural gas in Spain from the Viura gas field (as
operator), representing more than 80% of Spain's natural gas
production. HEYCO currently has a 58.7964%
interest in Viura. The other participants in the ownership of the
Viura Field Development are Sociedad de Hidrocarburos de Euskadi,
S.A. ("SHESA") (owner of
the 37.6901% of the Concession) and Oil and Gas Skills, S.A. (owner
of the 3.5135% of the Concession). On 5 April 2024, HEI entered
into an asset purchase agreement with SHESA for the acquisition of
the participation of SHESA in the Viura Field Development which is
subject to the fulfilment of certain conditions
precedent.
The Viura producing gas field onshore in
northern Spain has original gas in place of 211 Bcf (6 Bcm) and 2P
reserves of 105 Bcf (3 Bcm). To date just 16 Bcf (0.5 Bcm) of
gas has been produced from Viura meaning that the remaining 2P
reserves are 90 Bcf (2.5 Bcm). After this acquisition and the
acquisition of SHESA's interest by HEI is complete, Prospex will
own approximately up to 10% of HEI of the booked reserves together
with the existing and future production and will own up to 10% of
the existing production facilities of the Viura gas plant which is
connected to the Spanish national grid.
Schedule Four
Disclosure
For the year ended 31 December 2023, HEI's
unaudited accounts show revenue of €11,193,219, loss before tax of
€1,295,201, and gross assets of €19,936,631 and net assets of
€5,931,568.
Mark Routh,
Prospex's CEO, commented:
"This
acquisition marks a very important step in the growth of Prospex.
It adds a third producing gas asset onshore in Europe in a
jurisdiction in which we are already present and with a highly
respected and competent operator in Heyco Energy. The
acquisition adds proven gas reserves to our portfolio and adds
significant new gas production in the very short
term.
"Heyco Energy
Group Inc in the USA is investing directly into this Prospex
placement having undertaken extensive due diligence on the current
Prospex assets in Spain and Italy. This is an important vote
of confidence in Prospex's portfolio from a key industry
player. Heyco Energy Group will become the Company's largest
shareholder and will be an important strategic investor in Prospex
following the fund raise that has been organised by our broker VSA
Capital.
"With the
recent extension of the El Romeral concessions being confirmed by
the Spanish regulatory authorities, this positions Prospex as an
important energy producer in Spain. With the five new wells
on the El Romeral concessions advancing through the permitting
process, Prospex is set to become a significant supplier of energy
to the Spanish nation further enhancing its energy
security.
"In addition
to the qualified investors contributing through the Placing and
Subscription, I am pleased that we are able to offer our existing
retail shareholders an opportunity to contribute to the Fundraise
through the Retail Offer.
"I look
forward to updating shareholders on the exciting results of our
participation in the Viura 1B development well drilling which
should reach the reservoir target later this month, thus adding
another producing gas asset to our portfolio in an exclusive and
high value deal."
George Yates,
CEO of HEYCO Energy, commented:
"Having undertaken an in-depth review of
the existing assets of Prospex, we are pleased to become a
significant shareholder in the Company and to welcome Prospex as an
investor in the Viura field in Spain".
* * ENDS * *
For further information visit
www.prospex.energy or
contact the following:
Mark Routh
|
Prospex Energy PLC
|
Tel: +44 (0) 20 7236 1177
|
Ritchie Balmer
Rory Murphy
David Asquith
|
Strand Hanson Limited
(Nominated Adviser)
|
Tel: +44
(0) 20 7409 3494
|
Andrew Monk (Corporate Broking)
Andrew Raca / Tommy Jackson (Corporate Finance)
|
VSA Capital Limited
|
Tel: +44
(0) 20 3005 5000
Placings@vsacapital.com
|
Ana Ribeiro / Charlotte
Page
|
St Brides Partners
Limited
|
Tel: +44
(0) 20 7236 1177
|
Notes
Glossary:
scm
Standard cubic metres
scm/d
Standard cubic metres per day
MMscm
Million standard cubic metres
Bcm
Billion standard cubic metres
Bcf
Billion standard cubic feet
MMscfd
million standard cubic feet per day
MWh
Mega Watt hour
TTF
The 'Title Transfer Facility' - a virtual trading point for natural
gas in the Netherlands.
Qualified
Person Signoff
In accordance with the AIM notice for Mining
and Oil and Gas Companies, the Company discloses that Mark Routh,
the CEO and a director of Prospex Energy plc has reviewed the
technical information contained herein. Mark Routh has an MSc
in Petroleum Engineering and has been a member of the Society of
Petroleum Engineers since 1985. He has over 40 years
operating experience in the upstream oil and gas industry.
Mark Routh consents to the inclusion of the information in the form
and context in which it appears.
Additional
background on the Fundraising
In Spain there are only three onshore producing
gas fields, El Romeral, Viura and Marismas. Prospex currently
owns a 49.9% share in El Romeral and with this acquisition and
HEI's acquisition of SHESA's interest in Viura, the Company will
own up to 10% of the Viura concession, depending on the outcome of
the Fundraising, through its shareholding in HEI.
HEI acquired its interest in the Viura gas
field and became operator in 2022. A new 3D seismic survey
was acquired in 2013. There is one well in production in the
field which produces intermittently as water production is
managed. There is a workover planned on an existing well to
convert it into a water injection disposal well. Heyco has
permits in place to drill two wells, Viura 1B (currently drilling)
and Viura 3B, scheduled in the second half of 2025. Permits
have been submitted to drill a third development well on the
concession Viura 3A in the second half of 2025.
The Viura 1B well commenced drilling operations
on 22 June 2024 - at an estimated gross cost of £20.6 million and
is expected to reach the reservoir horizon mid to late August
2024. The new investors into HEI are funding 50% of the
development costs to earn 25% ownership of HEI. 8.291055% of
new HEI shares have already been allocated to new US based
investors in HEI. Their investment in HEI is on the same
terms, in that they are funding 16.5834% of the development costs
to earn a 8.291055% ownership in HEI. Prospex is funding up
to 20% of the development costs of the HEI development programme
comprising the current well in 2024 and the proposed 2025/2026 two
well drilling programme to earn up to 10% ownership of HEI and
indirectly up to 10% of the Viura asset. The two wells to be
drilled in the second half of 2025 are to be funded from revenues
from existing and new production from Viura or from new funds if
required. Viura 1B is expected to be generating revenues from
production as early as September this year. The 2025 &
2026 development programme is to be funded by future cash calls or
from Phase 1 production or both.
There is a preferred pay-back mechanism for
Prospex and all participants (including HEGI and new investors) of
new investment in HEI, the ("HEI
Investors"). The HEI Investors will enjoy a 10% interest on
their capital investment from the existing and future production
from Viura. Until the HEI Investors have recovered their full
capital commitments, plus the 10% preferred return,
Heyco Energy Group will not receive production income on their
other 50% ownership of HEI over and above operating expenses and an
allowance for Spanish taxes and royalties. The three phase,
three-year Viura development programme is estimated to cost a total
of £55.4 million ($70.4 million). Heyco Energy Group is
funding over 50% of that programme and the new HEI Investors are
funding nearly 50% through their interest in the HEI company which
earns them nearly an indirect 25% ownership of the Viura asset (up
to net 10% to Prospex, depending on the outcome of the
Fundraising).
Prospex's share of the 2025 development
programme is estimated at £10.9 million. This figure will be
reduced by the preferred payback mechanism from current and future
Viura production. Based on a conservative gas price
assumption of €31/MWh Prospex estimates that this figure will be
reduced to ~£3.3 million by May 2025 when the cash call is due for
the 2025 drilling campaign. If the gas prices achieved in the
coming year are higher than €31/MWh then the requirement for
further funding is reduced or even negated. (N.B. The TTF
current gas price is ~€35/MWh.)
Further details of the Placing and
Subscription
It is expected that the Placing will
result in the issue of a minimum of 7,000,000 new Ordinary Shares
and the Subscription will result in the issue of 47,500,000 new
Ordinary Shares, in each case at the Issue Price. Together the
Placing and the Subscription will raise a minimum of £3.27 million
before expenses for the Company.
The Issue Price represents a
discount of approximately 8.3 per cent. to the closing middle
market price of 6.5 pence per Ordinary Share on 2 August 2024,
being the latest closing price prior to this
Announcement.
The Company will privately offer the
Subscription Shares to HEYCO Energy Group, Inc. and a limited
number of entities and individuals both within and outside of the
United Kingdom, under applicable regulatory exemptions as
appropriate.
Pursuant to a placing agreement
dated 5 August 2024 between VSA Capital and the Company (the
"Placing Agreement"), VSA
Capital have conditionally agreed, as agent on behalf of the
Company, to use its reasonable endeavours to procure subscribers
for the Placing Shares and Subscription Shares.
The Placing is subject to the terms
and conditions set out in the Appendix to this Announcement. VSA
capital will commence the Bookbuild in respect of the Placing
immediately following the release of this Announcement. The final
number of Placing Shares and Subscription Shares will be determined
at the close of the Bookbuild and will be announced as soon as
practicable thereafter.
The timing of the closing of the
Bookbuild, the number of new Ordinary Shares to be issued pursuant
to the Placing and Subscription and allocations among subscribers
are at the absolute discretion of VSA Capital, in consultation with
the Company and may be increased depending on demand. A
further announcement confirming the final details of the Placing
and Subscription will be made following the closing of the
Bookbuild. VSA Capital reserve the right to close the Bookbuild
without further notice. The Placing and Subscription is being
undertaken on a reasonable endeavours basis and is not being
underwritten.
The new Ordinary Shares, when
issued, will be credited as fully paid and will rank pari passu in
all respects with each other and with the existing Ordinary Shares
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid on or after the date
of issue.
The Placing, Subscription and Retail
Offer are not conditional on the passing of resolutions at a
General Meeting.
Director participation
Bill Smith (Non-Executive Chairman), Alasdair
Buchanan (Non-Executive Director) and Andrew Hay (Non-Executive
Director) are intending to participate in the Placing as
follows:
Director
|
Amount (£)
|
Shares
|
Bill
Smith
|
24,999.96
|
416,666
|
Alasdair
Buchanan
|
24,999.96
|
416,666
|
Andrew
Hay
|
19,999.98
|
333,333
|
Total
|
69,999.90
|
1,166,665
|
Related Party
Transaction
The participation in this Placing by certain
Directors of the Company, constitutes a related party transaction
under the AIM Rules.
Mark Routh as the sole director who is not
subscribing in the Placing and who is therefore independent of the
issue of the Placing Shares to those participating Directors is
satisfied that the terms of the participation by the other
Directors of the Company is fair and reasonable, having consulted
with the Company's nominated adviser, Strand Hanson Limited,
insofar as the Company's shareholders are concerned according to
AIM Rule 13 - 'related party transaction'.
Admission to AIM
Application will be made to the
London Stock Exchange plc for admission of the Placing Shares and
the Subscription Shares to trading on AIM, subject to completion of
the Bookbuild ("First
Admission"). The First Admission is expected to occur on or
around 12 August 2024 or such later time and/or date as VSA Capital
and the Company may agree (being in any event no later than 8.00
a.m. on 31 August 2024).
Application will be made to the
London Stock Exchange plc for admission of the Retail Shares to
trading on AIM ("Second
Admission"), subject to completion of the Placing and the
Subscription.
The times and dates set out
throughout this Announcement may be adjusted by the Company in
which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised times
and dates which will also be notified to the London Stock Exchange
and, where appropriate, shareholders of the Company. Shareholders
of the Company may not receive any further written
communication.
References to times in this
Announcement are to the time in London, UK unless otherwise
stated.
IMPORTANT NOTICES
Notice to
Distributors
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America (including its
territories and possessions, any state of the United States and the
district of Columbia (collectively, the "United States").
This Announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not
been and will not be registered under the U.S. Securities Act of
1933, as amended. No public offering of securities is being
made in the United States.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements contained within chapter 3 of
the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the
purposes of the UK Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that the Placing
Shares 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
chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and
(ii) eligible for distribution through all permitted
distribution channels (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK 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 UK Target Market
Assessment, VSA Capital will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK
Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
chapters 9A or 10A respectively of the COBS; 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
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the shares and
determining appropriate distribution channels.
EU
Product Governance Requirements
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended and as
this is applied in the United Kingdom ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the
European Parliament, as they form part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended; 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 Ordinary Shares have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital
protection 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"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital projection, 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, VSA Capital will only procure investors
who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares and determining appropriate distribution
channels.
Forward Looking
Statements
This Announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Directors' beliefs or current
expectations. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
Notice to overseas
persons
This Announcement does not
constitute, or form part of, a prospectus relating to the Company,
nor does it constitute or contain any invitation or offer to any
person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company.
This Announcement is not for
release, publication or distribution, in whole or in part, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or the Republic of South Africa or any jurisdiction into
which the publication or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, Japan, the
Republic of South Africa or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction. Persons into
whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
General
Certain information in this
announcement has been provided by Heyco as majority owner of
HEI. This information has not previously been publicly
published and has not been independently verified by either of
Heyco or HEI and no representation, warranty, assurance or
undertaking, express or implied, is or will be made and no
responsibility or liability is or will be accepted by Heyco, HEI or
any of their respective affiliates in respect of such
information. The Company has reviewed such information and
believes it reasonable to place reliance on such information, based
on the work it has undertaken.
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) or any previous Announcement made by the Company
is incorporated into, or forms part of, this
announcement.
This Announcement has been issued
by, and is the sole responsibility of, the
Company.
Strand Hanson Limited ("Strand Hanson"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
Nominated Adviser to the Company in connection with the Placing and
the Subscription. Strand Hanson will not be responsible for
providing advice to any other person in connection with the Placing
or any acquisition of shares in the Company. Strand Hanson has not
authorised the contents of, or any part of, this announcement, no
representation or warranty, express or implied, is made by Strand
Hanson in respect of such contents, and no liability whatsoever is
accepted by Strand Hanson for the accuracy of any information or
opinions contained in this Announcement or for the
omission of any material information, save that nothing shall limit
the liability of Strand Hanson for its own fraud. Strand Hanson's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
VSA Capital, which is authorised and
regulated by the FCA in the United Kingdom, is acting as sole
Broker to the Company in connection with the Placing and the
Subscription. VSA Capital will not be responsible to any person
other than the Company for providing the protections afforded to
clients of VSA Capital or for providing advice to any other person
in connection with the Placing, the Subscription or any acquisition
of shares in the Company. VSA Capital is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. VSA Capital has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by VSA Capital for the accuracy of any information, or
opinions contained in this Announcement or for the omission of any
material information, save that nothing shall limit the
liability of VSA Capital for its own fraud.
No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that the earnings per
share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
This Announcement does not
constitute a recommendation concerning any investor's investment
decision with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis
and evaluation of the business and data described in this
Announcement and publicly available information.
The new Ordinary Shares will
not be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
The Appendix to this Announcement
sets out the terms and conditions of the Placing. By participating
in the Bookbuild, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and/or written legally binding offer
to subscribe for Placing Shares will be deemed to have
read and understood this Announcement (including the Appendix ) in
its entirety, to be making or accepting such offer on the terms and
subject to the conditions of the Placing set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained
in the Appendix.
The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING AND
BOOKBUILD
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT
(TOGETHER, THIS "ANNOUNCEMENT") AND THE INFORMATION IN
THE ANNOUNCEMENT ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE
"UK PROSPECTUS
REGULATION"), AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE
INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. DISTRIBUTIONS OF THIS ANNOUNCEMENT IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS.
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
(THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE
WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO ANY LEGAL, TAX, FINANCIAL, BUSINESS AND RELATED
ASPECTS OF A PURCHASE OF PLACING SHARES. THE PRICE OF PLACING
SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL
OF SUCH PLACING SHARES.
All offers of the Placing Shares in
the United Kingdom or the EEA will be made pursuant to an exemption
from the requirement to produce a prospectus under the UK
Prospectus Regulation or Regulation (EU) 2017/1129, as amended (the
"EU Prospectus
Regulation"), as appropriate. In the United Kingdom,
this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000, as amended ("FSMA") does not require the approval of
the relevant communication by an authorised person.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction outside
the EEA.
Persons (including without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of this Announcement (or
any part of it) should seek appropriate advice before taking any
action.
This Announcement should be read in
its entirety. In particular, any prospective subscriber for Placing
Shares (a "Placee") should
read and understand the information provided in the "Important
Notices" section of this Announcement.
By participating in the Bookbuild
and the Placing, each Placee will be deemed to have read and
understood this Announcement in its entirety (including this
Appendix), to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in this
Announcement (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement
(including this Appendix).
Save where defined in this Appendix,
capitalised terms shall have the same meaning as those given in the
Announcement.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things) that:
1. it
is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
2. in
the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
(a) it is a Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus
Regulation; and
(b) in the case of any
Placing Shares acquired by it as a financial intermediary, as that
term is used in Article 5(1) of the UK Prospectus
Regulation:
(i)
the Placing Shares acquired by 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 the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent
of VSA Capital Limited ("VSA
Capital") has been given to the offer or resale;
or
(ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
3. in
the case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified
Investor within the meaning of Article 2(e) of the EU Prospectus
Regulation; and
(b) in the
case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus
Regulation:
(i) the Placing
Shares acquired by 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 a Relevant State other than Qualified
Investors or in circumstances in which the prior consent of VSA
Capital has been given to the offer or resale; or
(ii) where
Placing Shares have been acquired by it on behalf of persons in a
Relevant State other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
4. it is acquiring
the Placing Shares for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this
Announcement;
5. it
understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement; and
6.
except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any
account referred to in paragraph 4 above) is outside the
United States acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act.
The Company and VSA Capital will
rely upon the truth and accuracy of the foregoing representations,
warranties, undertakings, agreements and acknowledgements. Each
Placee hereby agrees with VSA Capital and the Company to be bound
by these terms and conditions as being the terms and conditions
upon which Placing Shares will be allotted and issued. A Placee
shall, without limitation, become so bound if VSA Capital confirms
(orally or in writing) to such Placee its allocation of Placing
Shares.
Upon being notified of its
allocation of Placing Shares, a Placee shall be contractually
committed to subscribe for the number of Placing Shares allocated
to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such
commitment.
No
prospectus
The Placing Shares are being offered
to a limited number of specifically invited persons only and will
not be offered in such a way as to require any prospectus or other
offering document to be published. No prospectus or other offering
document has been or will be submitted to be approved by the UK's
Financial Conduct Authority ("FCA") in relation to the Placing or the
Placing Shares and Placees' commitments will be made solely on the
basis of their own assessment of the Company, the Placing Shares
and the Placing based on the information contained in this
Announcement and the announcement of the results of the Placing
(the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service
("RIS") by or on behalf of
the Company on or prior to the date of this Announcement (the
"Publicly Available
Information") and subject to any further terms set forth in
the trade confirmation sent to Placees.
Each Placee, by participating in the
Placing, agrees that the content of the Placing Documents is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of VSA Capital or the Company or any
other person and none of VSA Capital, the Company nor any other
person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the
Placing.
No Placee should consider any
information in this Announcement to be legal, financial, tax or
business advice. Each Placee should consult its own legal adviser,
tax adviser, financial adviser and business adviser for legal, tax,
financial and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing
Shares
VSA Capital is acting as sole Broker
in connection with the Placing and has entered into a placing
agreement with the Company (the "Placing Agreement") under which, on the
terms and subject to the conditions set out in the Placing
Agreement as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the
Placing Shares and the Subscription Shares. The Placing and
Subscription is not being underwritten.
The price per Ordinary Share at
which the Placing Shares are to be placed is 6 pence. The timing of
the closing of the book and allocations are at the discretion of
VSA Capital, in consultation with the Company.
By participating in the Placing,
Placees agree to subscribe for Placing Shares. The Placing will be
for 7,000,000 Placing Shares. These will be allotted and issued
within the Directors' existing authorities to allot and issue
Ordinary Shares in the Company on a non-pre-emptive
basis.
Placees' participation in the
Placing will be at the absolute discretion of VSA Capital, in
consultation with each Placee and the Company.
The Placing Shares have been or will
be duly authorised and will, when issued, be credited as fully paid
up and will be issued subject to the Articles of Association of the
Company and rank pari
passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for admission to trading on AIM
Application will be made to the
London Stock Exchange plc for admission of the Placing Shares to
trading on AIM.
It is expected that admission to
trading on AIM of the Placing Shares and the Subscription Shares
will occur at 8.00 a.m. on 12 August 2024 (or such later time or
date as VSA Capital may agree with the Company, being no later than
8.00 a.m. on 31 August 2024) and that dealings in the Placing
Shares and the Subscription Shares on AIM will commence at that
time.
Bookbuild
VSA Capital will today commence the
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuild"). This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
VSA Capital 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
1. VSA Capital is acting
as sole Broker to the Placing, as agent for and on behalf of the
Company, on the terms and subject to the conditions of the Placing
Agreement. Strand Hanson is acting as nominated adviser to the
Company in connection with the Placing and Admission. Each of VSA
Capital and Strand Hanson are authorised and regulated entities in
the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company in relation to the matters described in this
Announcement.
2. Participation in the
Placing will only be available to persons who may lawfully be, and
are, invited to participate by VSA Capital. VSA may itself agree to
be a Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
3. Following a successful
completion of the Bookbuild, the Company will confirm the closing
of the Placing via the Result of Placing Announcement.
4. To bid in the
Bookbuild, prospective Placees should communicate their bid orally
by telephone or in writing to their usual sales contact at VSA
Capital. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price.
Bids may be scaled down by VSA Capital on the basis referred to in
paragraph 6 below. VSA Capital reserves the right not to accept
bids or to accept bids in part rather than in whole. The acceptance
of the bids shall be at the absolute discretion of VSA Capital,
subject to agreement with the Company.
5. The Bookbuild is
expected to close at or around 9.00am on 6 August 2024 but may be
closed earlier or later at the discretion of VSA Capital. VSA
Capital may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The Company reserves the
right (upon the prior agreement of VSA Capital) to vary the number
of shares to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the
Placing Shares will be determined by VSA Capital after consultation
with the Company (and in accordance with VSA Capital's allocation
policy as has been supplied by them to the Company in advance of
such consultation). Placees' participation in the Placing will be
at the absolute discretion of VSA Capital, in consultation with
each Placee and the Company. Allocations will be confirmed orally
by VSA Capital to Placees and a trade confirmation will be
despatched as soon as possible thereafter. VSA Capital's oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of VSA Capital and the Company, to subscribe
for the number of Placing Shares allocated to it and to pay the
Issue Price in respect of each such share on the terms and
conditions set out in this Appendix and in accordance with the
Articles of Association of the Company. A bid in the Bookbuild will
be made on the terms and subject to the conditions in this Appendix
and will be legally binding on the Placee on behalf of which it is
made and except with VSA Capital's consent, such commitment will
not be capable of variation or revocation after the time at which
it is submitted.
7. Each Placee's
allocation and commitment will be evidenced by a trade confirmation
issued to such Placee. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
8. Irrespective of the
time at which a Placee's allocation pursuant to the Placing is
confirmed, settlement for all Placing Shares to be subscribed
for/purchased pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under
the Bookbuild and the Placing will be subject to fulfilment or
(where applicable) waiver of the conditions referred to below under
"Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Right to terminate
under the Placing Agreement".
10. 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 be capable of
rescission or termination by the Placee.
11. To the fullest
extent permissible by law, none of VSA Capital, Strand Hanson, the
Company nor any of their respective affiliates, agents, directors,
officers, employees or advisers shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of VSA
Capital, Strand Hanson, the Company, nor any of their respective
affiliates, agents, directors, officers, employees or advisers
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the conduct
of the Placing or of such alternative method of effecting the
Placing as VSA Capital and the Company may agree.
12. The Placing
Shares will be issued subject to the terms and conditions of this
Appendix and each Placee's commitment to subscribe for Placing
Shares on the terms set out in this Appendix will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and Placees will have no right
to be consulted or require that their consent be obtained with
respect to the Company's or VSA Capital's conduct of the
Placing.
Conditions of the Placing
The Placing is conditional, amongst
other things, upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms. VSA
Capital's obligations under the Placing Agreement are conditional
on certain conditions (the "Conditions"), including (amongst
others):
1.
the Placing Agreement not having been terminated prior to
Admission;
2. Admission
having occurred not later than 8.00 a.m. on 12 August 2024 or such
later date as the Company and VSA may agree, but in any event not
later than 8.00 a.m. on 31 August 2024 (the "Long Stop Date");
3. the
Subscription Letters having been executed by the parties to them
and becoming unconditional in all respects (save for Admission) and
not having lapsed or been breached, varied or
terminated;
4. the Result of
Placing Announcement having been released to the London Stock
Exchange no later than 7.00 a.m. on the Business Day after the date
of the Placing Agreement; and
5. the Company
having complied with its obligations under the Placing Agreement to
the extent that such obligations fall to be performed prior to
Admission (in the sole opinion of VSA Capital, acting in good
faith);
VSA Capital may, at its absolute
discretion, and on such terms as it considers appropriate, waive or
extend the time for fulfilment of all or any part of any of the
Conditions (to the extent that VSA Capital is permitted to waive
such Condition pursuant to the Placing Agreement).
If: (i) any of the Conditions are
not fulfilled or (where permitted) waived by VSA Capital by the
relevant time or date specified (or such later time or date as VSA
Capital may agree with the Company, being no later than 8.00 a.m.
on 31 August 2024); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
that has not been unconditionally issued at such time shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
Neither VSA Capital, nor the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision 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 VSA
Capital.
Right to terminate under the Placing
Agreement
VSA Capital is entitled, at any time
before Admission of the Placing Shares, to terminate the Placing
Agreement in relation to the Placing Shares that has not at that
time been unconditionally issued in accordance with its terms in
certain circumstances, including (amongst other things):
1.
the Company has failed in any material respect to comply with
its obligations under the Companies Act, the City Code (to the
extent applicable), FSMA or the AIM Rules in relation to the
Placing and/or the Subscription;
2.
any statement contained in the Placing Documents is in VSA
Capital's reasonable opinion, untrue, incorrect or misleading in
any material respect;
3.
the subscribers of the Subscription Shares have failed or
will be unable to comply in any material respect with any of their
obligations under the subscription letters to which they are
party;
4. a
subscription letter has been terminated or is otherwise no longer
in full force and effect;
5.
there has been a breach of any of the Warranties
or any other obligations on the part of the Company under the
Placing Agreement which in VSA Capital's reasonable opinion it
considers to be material in the context of the Placing and/or the
Subscription; and .
6.
any of the Warranties was not materially true or accurate, or
was misleading in any material respect when given or deemed given
or at any time if they were to be repeated (by reference to the
facts and circumstances in each case then existing) would no longer
be true and accurate, or would be misleading.
Upon 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 in relation to the Placing Shares that have not been
unconditionally issued at such time, subject to certain
exceptions.
By participating in the Placing,
each Placee agrees that (a) the exercise by VSA Capital of any
right of termination or of any other discretion under the Placing
Agreement shall be within the absolute discretion of VSA Capital
and that they need not make any reference to, or consult with,
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise, and
(b) its rights and obligations terminate only in the circumstances
described above under "Right to
terminate under the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by
it after oral confirmation by VSA Capital of the allocation and
commitments following the close of the Bookbuild.
Registration and Settlement
Settlement of transactions in the
Placing Shares (ISIN: GB00BMFZVZ53) following Admission
will take place within the computerised settlement system to
facilitate transfer of the title to an interest in securities in
uncertificated form operated by Euroclear UK & International
Limited ("CREST"), subject
to certain exceptions. VSA Capital reserves the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that it may deem necessary
if 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.
Following the close of the
Bookbuild, each Placee shall be allocated Placing Shares in the
Placing and will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate
amount owed by such Placee 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 in respect of the Placing
Shares that it has in place with VSA Capital.
The Company will deliver (or will
procure the delivery of) the Placing Shares to a CREST account
operated by the receiving agent, Neville Registrars Limited, or as
VSA Capital may otherwise direct as agent for the Company and VSA
Capital will enter delivery instructions 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 Shares to that
Placee against payment.
It is expected that settlement in
respect of the Placing Shares will take place on 12 August 2024 on
a delivery versus payment basis.
Each Placee is deemed to agree that,
if it does not comply with these obligations, VSA Capital may sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for VSA Capital's
account and benefit, an amount equal to the aggregate amount owed
by that Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and will be required to bear any stamp duty or stamp
duty reserve tax ("SDRT")
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the trade confirmation is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are issued in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or SDRT. If there are any circumstances in which
any stamp duty or SDRT or other similar taxes or duties (including
any interest and penalties relating thereto) is payable in respect
of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or SDRT is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither VSA Capital or
the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with VSA Capital (in its capacity as sole
Broker and placing agent of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it
has read and understood this Announcement (including this Appendix)
in its entirety and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained in this Announcement (including this
Appendix) and it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with the Placing, the
Company, the Placing Shares or otherwise other than the information
contained in the Placing Documents and the Publicly Available
Information;
2. the
Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and EU
Market Abuse Regulation (EU/596/2014) as it forms part of UK
domestic law by virtue of the European (Withdrawal) Act 2018 (as
amended)("MAR"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
3. to
be bound by the terms of the Articles of Association of the
Company;
4. the
person whom it specifies for registration as holder of the Placing
Shares will be (a) itself or (b) its nominee, as the case may be.
Neither of VSA Capital nor the Company will be responsible for any
liability to stamp duty or SDRT or other similar taxes or duties
imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify VSA Capital and the Company on an
after-tax basis in respect of any Indemnified Taxes;
5.
neither VSA Capital nor any of their respective affiliates, agents,
directors, officers and employees accepts any responsibility for
any acts or omissions of the Company or any of the directors of the
Company or any other person in connection with the
Placing;
6.
time is of the essence as regards its obligations under this
Appendix;
7. any
document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address
provided by it to VSA Capital;
8. it
will not redistribute, forward, transfer, duplicate or otherwise
transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has
not redistributed, forwarded, transferred, duplicated, or otherwise
transmitted any such documents to any person;
9. it
has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges
that no prospectus or other offering document (a) is required under
the UK Prospectus Regulation or other applicable law; and (b) has
been or will be prepared in connection with the Placing;
10. in connection with
the Placing, either of VSA Capital and any of its affiliates acting
as an investor for its own account may subscribe for Placing Shares
and in that capacity may retain, purchase or sell for its own
account such Placing Shares and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares to VSA Capital or any
of their respective affiliates acting in such capacity;
11. VSA Capital and its
respective affiliates may enter into financing arrangements and
swaps with investors in connection with which either VSA Capital or
any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares;
12. VSA Capital does not
intend to disclose the extent of any investment or transactions
referred to in paragraphs 10 and 11 above otherwise than in
accordance with any legal or regulatory obligation to do
so;
13. VSA Capital does not
owe any fiduciary or other duties to any Placee in respect of any
discretions, obligations, representations, warranties, undertakings
or indemnities in the Placing Agreement;
14. its participation in
the Placing is on the basis that it is not and will not be a client
of VSA Capital in connection with its participation in the Placing
and that VSA Capital does not have any duties or responsibilities
to it for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing nor in
respect of any discretions, obligations, representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
15. the content of the
Placing Documents and the Publicly Available Information has been
prepared by and is exclusively the responsibility of the Company
(and such other persons specifically identified as accepting
responsibility to certain parts thereto (if any)) and neither VSA
Capital nor any of its affiliates nor their respective agents,
directors, officers or employees nor any person acting on behalf of
any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents,
the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. Certain information
in this announcement has been provided by Heyco as majority owner
of HEI. This information has not previously been publicly
published and has not been independently verified by either of
Heyco or HEI and no representation, warranty, assurance or
undertaking, express or implied, is or will be made and no
responsibility or liability is or will be accepted by Heyco, HEI or
any of their respective affiliates in respect of such
information. Further, whilst the Company has reviewed such
information and believes it reasonable to place reliance on such
information, such information has not been independently verified
by the Company;
17. the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to subscribe for Placing Shares is contained
in the Placing Documents or any Publicly Available Information
(save that, in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right
that such Placee would have as a matter of law in the absence of
this paragraph 16), such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares;
18. it has neither
received nor relied on any other information given, or
representations, warranties or statements, express or implied,
made, by either VSA Capital nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
19. neither VSA Capital
nor the Company nor any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or
the Publicly Available Information; nor has it requested either of
VSA Capital or the Company or any of their respective affiliates or
any person acting on behalf of any of them to provide it with any
such material or information;
20. neither VSA Capital
nor the Company will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
21. it may not rely, and
has not relied, on any investigation that VSA Capital or any
of its affiliates or any person acting on its behalf, may have
conducted with respect to the Placing Shares, the terms of the
Placing or the Company, and no such persons has made any
representation, express or implied, with respect to the Company,
the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly
Available Information or any other information;
22. in making any
decision to subscribe for Placing Shares it:
(a) has such knowledge and
experience in financial and business matters to be capable of
evaluating the merits and risks of subscribing for the Placing
Shares;
(b) will not look to VSA
Capital for all or any part of any such loss it may
suffer;
(c) 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 an investment in the Placing Shares;
(d) is able to sustain a
complete loss of an investment in the Placing Shares;
(e) has no need for
liquidity with respect to its investment in the Placing
Shares;
(f) has made its own
assessment and has satisfied itself concerning the relevant tax,
legal, currency and other economic considerations relevant to its
investment in the Placing Shares; and
(g) has conducted its own
due diligence, examination, investigation and assessment of the
Company and its group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting
from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing;
23. it is subscribing
for the Placing Shares for its own account or for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the acknowledgements,
confirmations, undertakings, representations, warranties and
agreements contained in this Appendix;
24. it is acting as
principal only in respect of the Placing or, if it is acting for
any other person, it is:
(a) duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements in this Announcement on behalf of
each such person; and
(b) will
remain liable to the Company and/or VSA Capital for the performance
of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another
person);
25. it and any person
acting on its behalf is entitled to subscribe for the Placing
Shares under the laws and regulations of all relevant jurisdictions
that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter
into and perform its obligations as a subscriber of Placing Shares
and will honour such obligations, and has obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities to enable it to commit to
this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Appendix) and will honour such obligations and that it has not
taken any action or omitted to take any action which will or may
result in either of VSA Capital or the Company or any of their
respective affiliates and its and their directors, officers,
agents, employees or advisers acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
26. where it is
subscribing for Placing Shares for one or more managed accounts, it
is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
27. it irrevocably
appoints any duly authorised officer of VSA Capital as its
agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Appendix;
28. the Placing Shares
have not been and will not be registered or otherwise qualified and
that a prospectus will not be cleared in respect of any of the
Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
29. the Placing Shares
may not be offered, sold, or delivered, directly or indirectly, in
or into the Restricted Jurisdictions or any jurisdiction (subject
to certain exceptions) in which it would be unlawful to do so and
no action has been or will be taken by any of the Company or either
of VSA Capital or any person acting on behalf of the Company or
either of VSA Capital that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions
or any country or jurisdiction, or any state, province, territory
or jurisdiction thereof, where any such action for that purpose is
required;
30. no action has been
or will be taken by any of the Company or VSA Capital or any person
acting on behalf of the Company or VSA Capital that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
31. unless otherwise
specifically agreed with VSA Capital, it is not and at the time the
Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an
address in, a Restricted Jurisdiction;
32. it may be asked to
disclose in writing or orally to VSA Capital:
(a) if he or
she is an individual, his or her nationality; or
(b) if he or she is a
discretionary fund manager, the jurisdiction in which the funds are
managed or owned;
33. it is, and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act of 1933, as amended ("US Securities Act");
34. it will not
distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the
United States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
35. it understands that
there may be certain consequences under United States and other tax
laws resulting from an investment in the Placing and it has made
such investigation and has consulted its own independent advisers
or otherwise has satisfied itself concerning, without limitation,
the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
36. it understands that
the Company has not undertaken to determine whether it will be
treated as a passive foreign investment company ("PFIC") for US federal income tax
purposes for the current year, or whether it is likely to be so
treated for future years and neither the Company nor VSA Capital
makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor VSA Capital can provide any
advice to United States investors as to whether the Company is or
is not a PFIC for the current tax year, or whether it will be in
future tax years. Accordingly, neither the Company nor either of
VSA Capital undertakes to provide to United States investors or
shareholders any information necessary or desirable to facilitate
their filing of annual information returns, and United States
investors and shareholders should not assume that this information
will be made available to them;
37. if it is within the
United Kingdom, it is a Qualified Investor as defined in Article
2(e) of the UK Prospectus Regulation and if it is within a Relevant
State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
38. it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the EEA except to Qualified Investors or otherwise in circumstances
which have not resulted in and which will not result in an offer to
the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
39. if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in the United Kingdom other than Qualified Investors,
or in circumstances in which the express prior written consent of
VSA Capital has been given to each proposed offer or
resale;
40. if in the United
Kingdom, that it is a person (a) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Order or (b) who
falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (c) to whom it may
otherwise lawfully be communicated;
41. if in the United
Kingdom, unless otherwise agreed by VSA Capital, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it
is purchasing Placing Shares for investment only and not with a
view to resale or distribution;
42. it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
43. it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that the Placing
Documents have not and will not have been approved by either of VSA
Capital in its capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
44. it has complied and
will comply with all applicable laws with respect to anything done
by it or on its behalf in relation to the Placing Shares (including
all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United
Kingdom);
45. if it is a pension
fund or investment company, its subscription for/purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
46. it has complied with
its obligations under the Criminal Justice Act 1993 and Articles 8,
10 and 12 of MAR, the EU Market Abuse Regulation 596/2014 and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations")
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;
47. in order to ensure
compliance with the Regulations, VSA Capital (for itself and as
agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.
Pending the provision to VSA Capital or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at VSA Capitals'
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at VSA Capitals'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify each of VSA Capital (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either of VSA Capital
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
48. the allocation,
allotment, issue and delivery to it, or the person specified by it
for registration as holder, of Placing Shares will not give rise to
a stamp duty or SDRT liability under (or at a rate determined
under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares
into a clearance service;
49. it (and any person
acting on its behalf) has the funds available to pay for the
Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Appendix on
the due time and date set out in this Announcement, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as VSA Capital may in its sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
SDRT or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placee's Placing Shares;
50. any money held in an
account with VSA Capital on behalf of the Placee and/or any person
acting on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from VSA Capitals'
money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee;
51. its allocation (if
any) of Placing Shares will represent a maximum number of Placing
Shares which it will be entitled, and required, to subscribe for,
and that either of VSA Capital or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
52. Neither VSA Capital
nor any of its affiliates, nor any person acting on behalf of them,
is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and VSA Capital is not acting for it or its
clients, and that VSA Capital will not be responsible for providing
the protections afforded to clients or customers of VSA Capital or
for providing advice in respect of the transactions described in
this Announcement;
53. it acknowledges that
its commitment to acquire Placing Shares on the terms set out in
this Announcement and in the trade confirmation, contract note or
other (oral or written) confirmation will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or VSA Capital conduct of the Placing;
54. if it has received
any 'inside information' (for the purposes of MAR and section 56 of
the Criminal Justice Act 1993) in relation to the Company and its
securities in advance of the Placing, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not:
(a) used that
inside information to acquire or dispose of securities of the
Company or financial instruments related thereto or cancel or amend
an order concerning the Company's securities or any such financial
instruments;
(b) used that inside
information to encourage, require, recommend or induce another
person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments;
or
(c) disclosed such
information to any person, prior to the information being made
publicly available;
55. the rights and
remedies of the Company and VSA Capital under the terms and
conditions in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others; and
56. these terms and
conditions of the Placing and any agreements entered into by it
pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non- contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or VSA Capital in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings are given for the benefit of the Company as well as
VSA Capital and are irrevocable. Each of VSA Capital and the
Company and their respective affiliates and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any
person acting on behalf of such Placee, irrevocably authorises the
Company and VSA Capital to produce this Announcement, pursuant to,
in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth in this
Announcement.
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf) agrees
to indemnify on an after tax basis and hold the Company, each of
VSA Capital and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred byVSA Capital , the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of that Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing.
No statement in the Placing
Documents is intended to be a profit forecast or estimate, and no
statement in the Placing Documents should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
The Placing Shares will not be
admitted to trading on any stock exchange other than
AIM.
VSA Capital is authorised and
regulated by the FCA in the United Kingdom and is acting as sole
Broker exclusively for the Company and no one else in connection
with the Placing and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this
Announcement.
Strand Hanson is authorised and
regulated by the FCA in the United Kingdom and is acting as
Nominated Adviser exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement. Strand Hanson's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person.
Taxation
The agreement to allot and issue
certain of the Placing Shares by the Company to Placees (and/or to
persons for whom such Placee is contracting as agent) free of stamp
duty and SDRT 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 Shares in question.
There should be no liability to
stamp duty or SDRT arising on the allotment of the Placing Shares
by the Company. The registration of and the issue of definitive
share certificates to Placees should not give rise to any liability
to stamp duty or SDRT.
In addition, neither UK stamp duty
nor SDRT should arise on the transfers/sale of Ordinary Shares
on AIM (including instruments transferring Shares and agreements to
transfer Ordinary Shares).
Such statements assume that the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in
the Placing Shares, stamp duty or SDRT or other similar taxes or
duties may be payable, for which neither the Company nor either of
VSA Capital will be responsible and the Placees shall indemnify the
Company and VSA Capital on an after-tax basis for any stamp duty or
SDRT or other similar taxes or duties (together with interest,
fines and penalties) in any jurisdiction paid by the Company or
either of VSA Capital in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own tax
advice and notify VSA Capital accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and VSA Capital are not
liable to bear any taxes that arise on a sale of Placing Shares
subsequent to their acquisition by Placees, including any taxes
arising otherwise than under the laws of any country in the EEA.
Each prospective Placee should, therefore, take its own advice as
to whether any such tax liability arises and notify VSA Capital and
the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold either of VSA
Capital and/or the Company and their respective affiliates harmless
from any and all interest, fines or penalties in relation to stamp
duty, SDRT and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
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, whether inside or outside the UK, by
them or any other person on the subscription, acquisition, transfer
or sale by them of any Placing Shares or the agreement by them to
subscribe for, acquire, transfer or sell any Placing
Shares.