TIDMSAV
RNS Number : 7613T
Savannah Resources PLC
05 July 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
Savannah Resources Plc
Cash Placing and Subscriptions for GBP11.5 million
Letter of Intent for a further GBP1 million Cash Subscription
from Al Marjan
Savannah Resources plc (AIM: SAV and SWB:SAV) ('Savannah' or
'the Company'), the AIM quoted resource development company,
announces that it has raised approximately GBP11.5 million cash
(before expenses) through the oversubscribed placing ('Placing') of
92,535,277 new ordinary shares of 1p each ('Ordinary Shares') and
commitments to subscribe ('Subscription') for 35,811,979 Ordinary
Shares (the 'Placing Shares' and 'Subscription Shares') at a
placing price of 9p per Ordinary Share (the 'Placing Price') with
both new and existing investors.
The Company has also received a letter of intent from its major
shareholder Al Marjan Limited ('Al Marjan') for a further GBP1
million pursuant to the Relationship Agreement, giving gross
proceeds of GBP12.5 million (together with the Placing and
Subscription, the 'Fundraise'). finnCap and Whitman Howard acted as
Joint Bookrunners in respect of the Placing. The Placing Shares and
the Subscription Shares are being issued and allotted pursuant to
authorities granted at the Company's last Annual General Meeting.
In aggregate, the Placing Shares and Subscription Shares represent
15.5% of the Company's enlarged share capital.
Highlights
-- Raised gross proceeds of GBP11.5 million cash at 9 pence per share.
-- Funds will predominantly be used to support the next stage of
development for Savannah's Mina do Barroso Lithium Project located
in northern Portugal, providing funding to decision to mine.
-- There was strong institutional demand with several material
tier 1 institutional investors participating in the Placing.
-- Following the positive results of the Scoping Study, as
announced on 14 June 2018, the Company plans to commission a
Feasibility Study over Mina Do Barroso with a view to reaching a
decision to mine in early 2019.
David Archer, Chief Executive Officer of Savannah said today,
"We are pleased to have completed this heavily oversubscribed
fundraising and to be able to welcome a number of significant UK
institutional shareholders to our register. The funds raised will
allow us to continue to fast-track the development of our Mina do
Barroso Lithium Project, which has the potential to be the leading
European producer of spodumene lithium. The net funds raised will
enable us to advance our project in Portugal through a Feasibility
Study, with a view to making a final development decision early
next year."
A copy of this announcement and the Company's latest
presentation can be accessed on the Company's website at
www.savannahresources.com/investor-relations/presentations-and-reports
Use of Proceeds
The net proceeds of the Fundraise will primarily be used be used
to advance the Company's Mina do Barroso mine development project
in Portugal through a fast-paced development schedule, which is
expected to lead to a decision to mine in early 2019. Additionally,
the funds will be used to progress its projects in Mozambique and
Oman, which are currently undergoing mining lease applications, and
for working capital purposes generally. More specifically: Mina do
Barroso expenditures will be concentrated on feasibility and
associated studies - drilling both to expand the Mineral Resources
and to define measured reserves, further metallurgical test work,
the establishment of an owners' team and general working
capital.
Letter of Intent
The Company, which is currently in a "closed period" that
restricts Directors' and applicable employees trading in the
Company's Ordinary Shares, has received a letter of intent in
respect of subscribing on the same terms as the Subscription from a
Director's related party (the letter of intent has been issued
pursuant to the previously announced Relationship Agreement between
the Company and Al Marjan) once the Company has exited the "closed
period".
Voting Rights and Regulatory Information
Application will be made for 128,347,256 Placing Shares and
Subscription Shares, which will rank pari passu with the existing
Ordinary Shares, to be admitted to trading on AIM ("Admission"). It
is expected that Admission will occur and dealings will commence at
8.00 a.m. on or around 11 July 2018.
Following Admission, the total issued share capital of the
Company will consist of 829,962,796 Ordinary Shares. This number
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure and Transparency Rules.
Following the Fundraise, the percentage holds of certain
significant shareholders will increase as per the table below:
Shareholder Holding Percentage Number of Holding Percentage
Prior to of Ordinary Shares Subscribed Following of Ordinary
the Fundraise Shares Prior For Fundraise Shares Following
to the Fundraise Fundraise
Al Marjan
Ltd 197,151,478 28.1% 11,111,111 208,262,589 24.8%
--------------- ------------------ ------------------- ------------ ------------------
Husain Salman
Ghulam Al-Lawati 34,519,792 4.9% 7,500,000 42,019,792 5.0%
--------------- ------------------ ------------------- ------------ ------------------
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014. Market soundings, as
defined in MAR, were taken in respect of the Subscription with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
**S**
For further information please visit www.savannahresources.com
or contact:
David Archer Savannah Resources plc Tel: +44 20 7117
2489
David Hignell / Dugald Northland Capital Partners Tel: +44 20 3861
J. Carlean (Nominated Adviser) Ltd 6625
Christopher Raggett / Abigail finnCap Ltd Tel: +44 20 7220
Wayne (Broker and Joint 0500
Bookrunner)
Grant Barker/ Nick Lovering Whitman Howard Tel: +44 20 7659
(Equity Adviser and Joint 1225
Bookrunner)
Charlotte Page / Lottie St Brides Partners Ltd Tel: +44 20 7236
Wadham 1177
(Financial PR)
About Savannah
Savannah is a diversified resources group (AIM: SAV and SWB:
SAV) with a portfolio of energy metals projects - lithium in
Portugal and copper in Oman - together with the world-class Mutamba
Heavy Mineral Sands Project in Mozambique, which is being developed
in a consortium with the global major Rio Tinto. We are committed
to serving the interests of our shareholders and to delivering
outcomes that will improve the lives of our staff and the
communities we work with.
The group is listed and regulated on AIM and the Company's
ordinary shares are also available on the Börse Stuttgart (SWB)
under the ticker "SAV".
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "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(1)(e) OF DIRECTIVE
2003/71/EC AS AMED (A "QUALIFIED INVESTOR")), INCLUDING BY THE 2010
PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO HAVE BEEN SELECTED BY THE JOINT BOOKRUNNERS AND WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (ALL SUCH PERSONS IN (1) AND (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). IF YOU ARE IN ANY DOUBT AS TO
WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL
ADVISER FOR ADVICE.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SAVANNAH RESOURCES PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Joint Bookrunners to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. 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)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Appendix.
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; and
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
a. it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
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 any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of finnCap has been given to the offer or resale;
or
ii. where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such persons;
and
3. 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, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4. 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 Appendix; and
5. 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 3 above) is outside the United
States and is acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act.
The Company finnCap Ltd ("finnCap") and Whitman Howard Limited
("Whitman Howard" and, together with finnCap, the "Joint
Bookrunners") will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments,
undertakings and agreements. The Joint Bookrunners do not make any
representation to the Placees regarding an investment in the
Placing Shares referred to in this Announcement.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, 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 MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of Placing 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 the 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 Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the
Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each Distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates,
agents, directors, officers or employees has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, has each agreed to use its reasonable endeavours to
procure Placees for the Placing Shares.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
issued ordinary shares of one penny each in the capital of the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 11 July 2018 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
1. The Joint Bookrunners are acting as joint placing agents and
brokers in respect of the Placing, as agents for and on behalf of
the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
respective affiliates are entitled to participate in the Placing as
principal.
3. The price per Placing Share (the "Placing Price") is fixed at
9 pence and is payable to finnCap (as agent for the Company) by all
Placees.
4. Each Placee's allocation of Placing Shares will be determined
by the Joint Bookrunners in their discretion following consultation
with the Company and will be confirmed orally by finnCap.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by finnCap. The terms of this
Appendix will be deemed incorporated in that contract note.
6. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with finnCap's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Joint
Bookrunners (as agents for the Company), to pay to finnCap (or as
finnCap may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee
has agreed to acquire and the Company has agreed to allot and issue
to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA
rules, neither:
a. the Joint Bookrunners; nor
b. any of their affiliates, agents, directors, officers, or employees; nor
c. to the extent not contained within (a) or (b), any person
connected with a Joint Bookrunner as defined in the FSMA ((b) and
(c) being together "affiliates" and individually an "affiliate" of
a Joint Bookrunner),
shall have any liability (including, to the extent permissible
by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither the Joint Bookrunners nor any of their affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of the Joint Bookrunners' conduct
of the Placing or of such alternative method of effecting the
Placing as the Joint Bookrunners and the Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to finnCap.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by finnCap in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
finnCap.
Settlement of transactions in the Placing Shares (ISIN:
GB00B647W791) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by finnCap and is
expected to occur on 11 July 2018 (the "Settlement Date") in
accordance with the contract notes. Settlement will be on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and finnCap may agree that the Placing Shares should be issued in
certificated form. The Joint Bookrunners reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction. If a Placee wishes to
receive its Placing Shares in certificated form, it should contact
Carly Cella at finnCap on 0207 220 0505 as soon as possible after
receipt of its contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above the prevailing base rate of
Barclays Bank plc as determined by finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for finnCap's
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Placing Price
and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
a. the Company fully complying with its obligations under the
Placing Agreement to the extent that they fall to be performed on
or before Admission;
b. the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
c. Admission having become effective at or before 8.00 a.m. on
11 July 2018 or such later time as the Joint Bookrunners may agree
with the Company (being not later than 31 July 2018),
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Joint Bookrunners may
agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive fulfilment of all or any of the
conditions in the Placing Agreement in whole or in part, or extend
the time provided for fulfilment of one or more conditions. Any
such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
finnCap may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Joint Bookrunners nor any of their affiliates,
agents, directors, officers or employees nor the Company shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision any
of them may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the
Placing nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Termination of the Placing
finnCap may, in its absolute discretion, by notice to the
Company and Whitman Howard , terminate the Placing Agreement at any
time up to Admission if, inter alia:
a. the Company fails to comply with any of its material obligations under the Placing Agreement;
b. it comes to the notice of finnCap that any statement
contained in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing was or has become untrue, incorrect or
misleading in any respect which finnCap (acting reasonably)
considers to be material in the context of the Placing;
c. it comes to the notice of finnCap that any of the warranties
was not true and accurate in any material respect or a matter has
arisen which may reasonably be expected to give rise to a claim
under any of the indemnities under the Placing Agreement which
constitute a material omission in the context of the Placing;
d. any of the warranties given by the Company by reference to
the circumstances prevailing from time to time could reasonably be
expected to cease to be true and accurate in any material
respect.
In addition, finnCap may by notice in writing to the Company and
Howard Whitman prior to Admission terminate the Placing Agreement
if there has been a force majeure event.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or a Joint Bookrunner of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the relevant Joint
Bookrunner or for agreement between the Company and the relevant
Joint Bookrunner (as the case may be) and that neither the Company
nor the Joint Bookrunners need make any reference to such Placee
and that none of the Company, the Joint Bookrunners nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by finnCap of a contract note confirming each
Placee's allocation and commitment in the Placing.
Relationship of the Joint Bookrunners
The obligations of each Joint Bookrunner in connection with the
Placing (including any payment obligation) are several, and not
joint nor joint and several. A right of a Joint Bookrunner in
connection with the Placing (including any rights under the Placing
Agreement) is held by that Joint Bookrunner severally and each
Joint Bookrunner may exercise its rights, powers and benefits in
connection with the Placing separately and individually.
A Joint Bookrunner will not be responsible for the performance
obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions
taken, omissions of or advice given by the other Joint Bookrunner.
Any breach, non-performance or default by a Joint Bookrunner will
not constitute a breach, non-performance or default of the
other.
Nothing contained or implied hereby or by acceptance of the
Placing constitutes a Joint Bookrunner acting as the partner, agent
or representative of the other Joint Bookrunner for any purpose or
creates any partnership, agency or trust between the Joint
Bookrunners, and no Joint Bookrunner has any authority to bind
another Joint Bookrunner in any way.
Neither of the Joint Bookrunners will be liable for any loss,
damage or claim arising out of the actions taken or advice given by
the other Joint Bookrunner. In addition, the rights of a Joint
Bookrunner and its affiliates, agents, directors, officers and
employees in respect of that Joint Bookrunner under the
representations, warranties, acknowledgements, agreements and
undertakings set out below will in no way be affected by the
actions taken or alleged to have been taken or advice given or
alleged to have been given by the other Joint Bookrunner or its
affiliates, agents, directors, officers or employees.
Offer personal
The offering of Placing Shares and the agreement arising from
acceptance of the Placing is personal to each Placee and does not
constitute an offering to any other person or to the public. A
Placee may not assign, transfer, or in any other manner, deal with
its rights or obligations under the agreement arising from the
acceptance of the Placing, without the prior written agreement of
the Joint Bookrunners in accordance with all relevant legal
requirements.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
agrees and undertakes (for itself and for any such prospective
Placee) that (save where the Joint Bookrunners expressly agree in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
a. is required under the Prospectus Directive; and
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Joint Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Joint Bookrunners, the Company, any of their
respective affiliates, agents, directors, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
5. neither the Joint Bookrunners nor any person acting on behalf
of either of them nor any of their affiliates, agents, directors,
officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6.
a. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
b. neither the Joint Bookrunners, nor the Company (nor any of
their respective affiliates, agents, directors, officers and
employees) have made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
c. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
d. it has not relied on any investigation that the Joint
Bookrunners or any person acting on behalf of a Joint Bookrunner
may have conducted with respect to the Company, the Placing or the
Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on behalf of any of them is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
9. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as finnCap determines;
10. it and/or each person on whose behalf it is participating in
the Placing:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
15. it understands that:
a. the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
b. no representation is made as to the availability of the
exemption provided by Rule 144 for resales of Placing Shares;
and
c. it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
17. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
18. 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;
19. none of the Joint Bookrunners, their affiliates and any
person acting on behalf of any 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 that participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Bookrunners and
that neither of the Joint Bookrunners has any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
20. it will make payment to finnCap for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as finnCap determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
21. 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 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;
22. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
23. the person who it specifies for registration as holder of
the Placing Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
the Joint Bookrunners and the Company will not be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and the Joint Bookrunners in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of
finnCap or transferred to a CREST stock account of finnCap who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
24. 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 stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
25. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
26. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
27. if it is within the EEA, it is a Qualified Investor;
28. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Joint
Bookrunners in their 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 financial promotion
by an authorised person;
29. it has complied and it will comply with all applicable laws
and regulations with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA in respect of anything done in, from or
otherwise involving the United Kingdom);
30. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing 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 a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of finnCap has been given to the offer or
resale;
31. in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of the Market Abuse
Regulation (EU) No.596/2014 ("MAR"), and it agrees not to deal in
any securities of the Company until such time as the inside
information of which it has been made aware has been made public
for the purposes of MAR or it has been notified by the Joint
Bookrunners or the Company that the proposed Placing will not
proceed and any unpublished price sensitive information of which
the Placee is aware has been publicly announced, and, other than in
respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
32. neither the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of the Joint Bookrunners or their
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of any of a Joint Bookrunner's rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
33. the Joint Bookrunners and their affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, any Joint Bookrunner
and/or any of its affiliates acting as an investor for its or their
own account(s). Neither the Joint Bookrunners nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
34. it has complied with its obligations in connection with
money laundering and terrorist financing under the Anti Terrorism
Crime and Security Act 2001, MAR, the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
35. in order to ensure compliance with the Regulations, a Joint
Bookrunner (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 the Joint
Bookrunners or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at finnCap's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at finnCap's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity a Joint Bookrunner
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either
the Joint Bookrunner 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;
36. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note 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 the
Joint Bookrunners' conduct of the Placing;
37. it has knowledge and experience in financial, business and
investment matters as is required to evaluate the merits and risks
of subscribing for the Placing Shares. It further acknowledges that
it is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
38. it irrevocably appoints any duly authorised officer of
finnCap 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 upon the terms of
this Announcement;
39. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
40. time is of the essence as regards its obligations under this
Appendix;
41. 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 the Joint Bookrunners;
42. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the
Company;
43. the terms set out in this Appendix and the allocation of
Placing Shares (including the subscription amount payable) as
confirmed to a Placee, constitute the entire agreement to the terms
of the Placing and a Placee's participation in the Placing to the
exclusion of prior representations, understandings and agreements
between the Placee and any Joint Bookrunner and any variation of
such terms must be in writing signed by or on behalf of the Joint
Bookrunners;
44. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Placing, and any dispute or
claim arising out of or in connection with the Placing or formation
thereof (including non-contractual disputes or claims), will be
governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter (including non-contractual
disputes or claims) arising out of such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or finnCap 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; and
45. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to the Joint Bookrunners on their own
behalf and on behalf of the Company and are irrevocable.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by a
Joint Bookrunner, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that either the Company and/or a
Joint Bookrunner have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements, agreements
and undertakings contained in this Appendix are given to each Joint
Bookrunner for itself and on behalf of the Company and are
irrevocable.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap 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.
Whitman Howard is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Whitman Howard 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.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that a Joint Bookrunner may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
a Joint Bookrunner on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA made
under the 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 a Joint
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIRAMJTMBJMBJP
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July 05, 2018 09:36 ET (13:36 GMT)
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