TIDMSAVP
RNS Number : 3415Z
Savannah Petroleum PLC
14 December 2017
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SINGAPORE
14 December 2017
Savannah Petroleum PLC
("Savannah" or the "Company")
Announcement of Indicative Price Range and Launch of Placing
Update regarding the proposed acquisition of certain of the
Nigerian oil and gas assets of Seven Energy International Limited
("Seven") (the "Agreed Transaction")
Receipt of Letter of Authorisation to Proceed from Nigerian
Department of Petroleum Resources
Savannah is today pleased to provide an update on its intention
to raise up to US$250m through an issue of new ordinary shares of
GBP0.001 each ("Ordinary Shares") by way of a placing (the
"Placing") with institutional investors (the "Placees") to fund,
inter alia, the cash consideration portion of the proposed
acquisition of certain of the Nigerian oil and gas assets of Seven
Energy International Limited ("Seven") (the "Agreed
Transaction").
-- Following the Company's announcement on 4 December 2017 of
its intention to conduct the Placing, the indicative price range
has been set at 40 pence to 50 pence per Ordinary Share;
-- Based on this indicative price range, Savannah's implied
market capitalisation upon re-admission to trading following
completion of the Agreed Transaction, after the issue of new
Ordinary Shares in the Placing and the issue of new Ordinary Shares
to the holders of Seven's current 10.25 per cent. Senior Secured
Notes ("SSNs") and to the lender of Seven's second bilateral
facility agreement, would be approximately GBP375m to GBP400m;
-- Institutional bookbuilding for the Placing (the "Bookbuild")
will commence today and is expected to close on 15 December 2017 at
5 p.m. (London time);
-- The final price for the Placing (the "Placing Price") is
expected to be announced on or around 18 December 2017, with
publication of the admission document in respect of the Placing and
the Agreed Transaction (the "Admission Document") and restoration
of Savannah's shares to trading expected on 19 December 2017.
Update Regarding the Agreed Transaction
Further to the announcement made by Seven on 12 December 2017,
Savannah is also providing an update regarding the lock-up
agreement entered into by Savannah, Seven, Seven Energy Finance
Limited ("SEFL"), certain other subsidiaries of Seven (together,
the "Seven Group") and certain of the creditors of the Seven Group
(the "Lock-up Agreement") as announced by Savannah on 4 December
2017.
As at the expiry of the lock-up fee deadline, at 5 p.m. (London
time) on 12 December 2017, SEFL had received executed lock-up
agreements from 90.09 per cent. of the holders of Seven's SSNs, by
value, in support of the Agreed Transaction and the associated
proposed financial restructuring of the Seven Group, announced on
15 November 2017.
This represents a significant milestone in the Agreed
Transaction and demonstrates that a sufficient value of the SSNs
have signed binding documentation to commit to take all steps
required to implement the Agreed Transaction.
Receipt of Letter of Authorisation to Proceed from Nigerian
Department of Petroleum Resources
Savannah is also pleased to announce that Seven has notified the
Nigerian Department of Petroleum Resources (the "DPR") of the
Agreed Transaction and has received a "Letter of Authorisation to
Proceed" with the same. The letter welcomes Savannah's proposed
investment in Nigeria, and paves the way for Seven to submit a
formal application for Ministerial consent, which is expected to be
made after the execution of the binding implementation agreement
relating to the Agreed Transaction.
Additional Information on the Placing and the Bookbuild
The Bookbuild will open with immediate effect following this
announcement. The Placing Price and the final number of new
Ordinary Shares to be issued pursuant to the Placing (the "Placing
Shares") will be determined following the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will rank
pari passu in all respects with the existing Ordinary Shares.
The timing of the closing of the Bookbuild and allocations are
at the discretion of Barclays Bank PLC (the "Global Co-ordinator"),
Mirabaud Securities Limited (together with the Global Co-Ordinator,
the "Joint Bookrunners") and Shore Capital Stockbrokers Limited
(the "Lead Manager" and, together with the Joint Bookrunners, the
"Managers") and the Company. The Placing Price and details of the
results of the Placing will be announced as soon as practicable
after the close of the Bookbuild. Your attention is drawn to the
detailed terms and conditions of the Placing described in the
Appendix to this announcement (which forms part of this
announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
It is expected that the Placing Shares will be effected in two
tranches: the first tranche issued pursuant to the Company's
existing share issuance authority obtained at its annual general
meeting earlier this year and the second tranche issued conditional
on the passing of certain resolutions (the "Resolutions") at a
general meeting of the Company expected to be held on 5 January
2018 (the "General Meeting").
It is intended that the net proceeds of the Placing will be used
to satisfy the cash element of the Agreed Transaction
consideration, to advance the Company's Niger assets, to provide
general working capital and for general corporate purposes for the
Enlarged Group for at least the next 12 months. In the event that
the Agreed Transaction fails to complete, the Company intends to
use the monies raised pursuant to the Placing to fund a further
expansion of its proposed drilling campaign in Niger and/or to seek
alternative potential new ventures.
Further updates will be provided as and when appropriate.
For further information contact:
Savannah Petroleum +44 (0) 20 3817 9844
Andrew Knott, CEO
Isatou Semega-Janneh, CFO
Jessica Hostage, Corporate
Communications
Strand Hanson (Nominated
Adviser) +44 (0) 20 7409 3494
James Spinney
Rory Murphy
Ritchie Balmer
Hannam & Partners (Financial
Adviser and Joint Broker)
Neil Passmore
Chris Byrne
Samuel Merlin +44 (0) 20 7907 8500
PJT Partners (Financial Adviser) +44 (0) 20 3650 1100
David Riddell
Matthew Slaffer
Brad Knudtson
Barclays Bank PLC (Global
Coordinator and Joint Bookrunner) +44 (0) 20 7623 2323
Simon Oxley
Flora Shen
Stephanie Kogels
Mirabaud Securities Limited
(Joint Bookrunner and Joint
Broker) +44 (0) 20 7878 3362
Peter Krens
Rory Scott
Shore Capital Stockbrokers
Limited (Lead Manager) +44 (0) 20 7408 4090
Jerry Keen
Mark Percy
Toby Gibbs
Celicourt Communications
(Financial PR) +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
This press release is for informational purposes only and shall
does not constitute or form part of any prospectus, offer or
invitation to sell or issue or any solicitation of any offer to
purchase or subscribe for any securities the United States or in
any other jurisdiction, nor shall it (or any part of it), or the
fact of its distribution, form the basis of, or be relied upon in
connection with, or act as any inducement to enter into, any
contract or commitment whatsoever relating to any securities.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America, or distributed,
directly or indirectly, in the United States of America. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada or Japan or to any
persons in any of those jurisdictions, except in compliance with
applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The distribution
of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
This announcement does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in
the United States of America, Australia, Canada or Japan or in any
jurisdiction in which such offer or solicitation is unlawful.
The securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any state or other
jurisdiction of the United States. The securities may not be
offered or sold 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 applicable
state securities laws. There will be no public offer of the
securities in the United States. The securities referred to herein
have not been registered under the applicable securities laws of,
Canada, Australia or Japan or and, subject to certain exceptions,
may not be offered or sold within Canada, Australia or Japan or to
any national, resident or citizen of Canada, Australia or
Japan.
Recipients of this press release who intend to purchase or
subscribe for shares in Savannah Petroleum plc following
publication of the final admission document are reminded that any
such purchase or subscription must only be made solely on the basis
of the information contained in the final admission document
relating to Savannah Petroleum plc.
Neither the Company, Barclays Bank PLC, Strand Hanson Limited,
Hannam & Partners, Mirabaud Securities Limited, Shore Capital
Stockbrokers Limited or any of their respective parent or
subsidiary undertakings, or the subsidiary undertakings of any such
parent undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") accepts any responsibility
or liability whatsoever for/or makes any representation or
warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith. The Company, Barclays Bank PLC, Strand Hanson Limited,
Hannam & Partners, Mirabaud Securities Limited, Shore Capital
Stockbrokers Limited and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Barclays Bank PLC, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this document) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Placing or any
transaction, arrangement or matter referred to in this
document.
In connection with the Placing, Barclays Bank PLC and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase Ordinary Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in the final admission document,
once published, to the Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by Barclays Bank PLC, or any of its affiliates,
acting as investors for their own accounts. In addition Barclays
Bank PLC may enter into financing arrangements with investors, such
as share swap arrangements or lending arrangements where Ordinary
Shares are used as collateral, that could result in Barclays Bank
PLC acquiring shareholdings in the Company. Barclays Bank PLC does
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Forward-looking statements
This announcement contains statements that constitute
forward-looking statements, beliefs or opinions, including
statements relating to business, financial condition and results of
operations of Savannah. These statements may be identified by words
such as "expectation", "believe", "estimate", "plan", "target",
"intend," "may," "will," "should" or "forecast" and similar
expressions or the negative thereof; or by the forward-looking
nature of discussions of strategy, plans or intentions; or by their
context. All statements regarding the future involve known and
unknown risks and uncertainties and various factors could cause
actual future results, performance or events to differ materially
from those described or implied in these statements. Such
forward-looking statements are based on numerous assumptions
regarding Savannah's present and future business strategies as well
as the environment in which Savannah expects to operate in the
future. Further, certain forward-looking statements are based upon
assumptions of future events which may not prove to be accurate and
Savannah does not accept any responsibility for the accuracy of the
opinions expressed in this announcement or the underlying
assumptions. Past performance is not an indication of future
results and past performance should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. The forward-looking
statements in this announcement speak only as at the date of this
announcement and Savannah and its affiliates expressly disclaim any
obligation or undertaking to review or release any updates or
revisions to these forward-looking statements to reflect any change
in Savannah's expectations with regard thereto or any change in
events, conditions or circumstances on which any statement is based
after the date of this announcement or to update or to keep current
any other information contained in this announcement or to provide
any additional information in relation to such forward-looking
statements, unless required to do so by applicable law.
APPIX
TERMS AND CONDITIONS
OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING
DISTRIBUTED TO, 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:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA)
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE
UNITED KINGDOM, PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED ("THE ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF
THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7)
OF THE FSMA; AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY THE JOINT BOOKRUNNERS AND THE LEAD
MANAGER (TOGETHER THE "MANAGERS") OR THE COMPANY (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO
HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN,
INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this announcement.
If a person indicates to the Managers or the Company that it
wishes to participate in the Placing by making an oral offer to
acquire Placing Shares (each such person, a "Placee") it will be
deemed to have read and understood these terms and conditions and
the announcement of which they form a part and the draft admission
document to be dated on or around 15 December 2017 prepared by, and
relating to, the Company (the "Placing Proof") in their entirety
and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements
and acknowledgements, contained in these terms and conditions and
specified in the Placing Proof as deemed to be made by Placees. In
particular, each such Placee represents, warrants and acknowledges
that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are
allocated to it for the purposes of its business only. Further,
each such Placee represents, warrants and agrees that: (a) if it is
a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, that the Placing Shares acquired by
and/or subscribed for by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or
resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
a member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the
prior consent of the Global Co-ordinator has been given to each
such proposed offer or resale; and (b) it is and, at the time the
Placing Shares are acquired, will be either (i) outside the United
States, and acquiring the Placing Shares in an offshore transaction
in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) a
"qualified institutional buyer" ("QIB") as defined in Rule 144A
under the US Securities Act of 1933, as amended (the "Securities
Act") purchasing the Placing Shares in a direct transaction with
the Company. These terms and conditions do not constitute an offer
to sell or issue or the invitation or solicitation of an offer to
buy or acquire Placing Shares.
Subject to certain exceptions, these terms and conditions and
the information contained herein are not for release, publication
or distribution, directly or indirectly, in whole or in part, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or any other Excluded Territory. For the
avoidance of doubt, the Global Co-ordinator is not procuring
Placees in South Africa or otherwise participating in the marketing
or distribution of the Placing Shares in South Africa.
In particular, the Placing Shares referred to in these terms and
conditions have not been and will not be registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and the Placing Shares may not be
offered or sold directly or indirectly in, into or within the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. There will be
no public offering of the Placing Shares in the United States.
Accordingly, the Placing Shares will be offered in the United
States only to a limited number of QIBs in direct transactions with
the Company. For the avoidance of doubt, and notwithstanding
anything contained within these terms and conditions, the Managers
are not procuring Placees in the United States and are not involved
in any marketing or distribution of the Placing Shares in the
United States. Any Placee in the United States (a "US Placee") must
satisfy the Company that it is eligible to participate in the
Placing pursuant to an exemption from the registration requirements
of the Securities Act and must sign and deliver to the Company a US
investor letter in the form provided by the Company. Additional
terms and conditions applicable to US Placees shall be provided
separately to US Placees by the Company. References to the "Placing
Proof" or "Admission Document" (as defined below) herein shall, for
each US Placee, be deemed to refer to the placing proof as provided
to US Placees on or about the same date as the Placing Proof and
the US private placement memorandum dated on or about the same date
as the Admission Document.
The distribution of these terms and conditions and the offer
and/or placing of Placing Shares in certain other jurisdictions may
be restricted by law. No action has been taken by the Managers or
the Company that would permit an offer of the Placing Shares or
possession or distribution of these terms and conditions or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required, save
as mentioned above. Persons into whose possession these terms and
conditions come are required by the Managers and the Company to
inform themselves about and to observe any such restrictions.
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 each Placee's commitments will be made
solely on the basis of the information set out in this
announcement, the Placing Proof and the pricing information
expected to be made available to Placees on or around 18 December
2017. Each Placee, by participating in the Placing, agrees that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of any
of the Managers or the Company and none of the Managers, the
Company, or any person acting on such person's behalf nor any of
their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of any of the
Managers or any of their respective affiliates, their respective
directors, officers, employees, agents, advisers, or any other
person, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in the Placing Proof or
this announcement or for any other statement made or purported to
be made by any of them, or on behalf of them, in connection with
the Company or the Placing and no such person shall have any
responsibility or liability for any such information or opinions or
for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by any of the
Managers or any of their respective directors, officers, employees
or affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this announcement or such
information or opinions contained herein or otherwise arising in
connection with the Placing Proof.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus.
These terms and conditions do not constitute or form part of,
and should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement to
enter into investment activity, nor shall these terms and
conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in these terms and
conditions is intended to be nor may be construed as a profit
forecast and no statement made herein should be interpreted to mean
that the Company's profits or earnings per share for any future
period will necessarily match or exceed historical published
profits or earnings per share of the Company.
Proposed Placing of Ordinary Shares
Placees are referred to these terms and conditions, this
announcement and the Placing Proof containing details of, inter
alia, the Placing. These terms and conditions, this announcement,
and the Placing Proof have been prepared and issued by the Company,
and each of these documents is the sole responsibility of the
Company.
The New Ordinary Shares issued under the Placing, when issued
and fully paid, will be identical to, and rank pari passu with, the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on the
Existing Ordinary Shares after Admission.
Application will be made to the London Stock Exchange for the
Placing Shares to be issued under the Placing to be admitted to
trading on AIM.
The Placing Shares are expected to be issued in two tranches.
Subject to the conditions below being satisfied, it is expected
that Admission in respect of the first tranche of the Placing
Shares (the "First Tranche Placing Shares") will become effective
on or around 20 December 2017 and that Admission in respect of the
Second Tranche of the Placing Shares (the "Second Tranche Placing
Shares"), which is conditional upon passing of the Resolutions at
the General Meeting, will become effective on 8 January 2018. It is
expected that in each case dealings for normal settlement in the
New Ordinary Shares will commence at 8.00 a.m. on the same day.
By making an offer for any Placing Shares, Placees agree that,
to the extent that Placing Shares are allocated to them, they may
be allocated Placing Shares from amongst the First Tranche Placing
Shares, the Second Tranche Placing Shares, or both, at the
discretion of the Managers and the Company. Placees will be
notified of the split of any First Tranche Placing Shares or Second
Tranche Placing Shares allocated to them by the Managers or (in the
case of US Placees) the Company.
The Placing of the First Tranche Placing Shares is conditional,
inter alia, upon:
(i) Admission of the First Tranche Placing Shares becoming
effective by not later than 8.00 a.m. on or around 20 December 2017
(or such later time and/or date as the Company, the Global
Co-ordinator and Strand Hanson may agree); and
(ii) the placing agreement to be entered into between the
Company, the Directors, the Managers and Strand Hanson (the
"Placing Agreement") having become unconditional in all respects
with respect to the Placing of the First Tranche Placing Shares and
not having been terminated in accordance with its terms.
The Placing of the Second Tranche Placing Shares is conditional,
inter alia, upon:
(i) Admission of the Second Tranche Placing Shares becoming
effective by not later than 8.00 a.m. on 8 January 2018 (or such
later time and/or date as the Company, the Global Co-ordinator and
Strand Hanson may agree); and
(ii) the Placing Agreement having become unconditional in all
respects with respect to the Placing of the Second Tranche Placing
Shares and not having been terminated in accordance with its
terms.
Admission of the First Tranche Placing Shares is not conditional
on Admission of the Second Tranche Placing Shares.
Bookbuild of the Placing
Commencing today, the Managers will be conducting the Bookbuild
to determine demand for participation in the Placing. The Managers
will seek to procure Placees as agent for the Company as part of
this Bookbuild. These terms and conditions give details of the
terms and conditions of, and the mechanics of participation in, the
Placing.
Principal terms of the Bookbuild
a) By participating in the Placing, Placees will be deemed to
have read and understood this announcement, these terms and
conditions and the Placing Proof in their entirety and to be
participating and making an offer for any Placing Shares on these
terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings,
contained in these terms and conditions and in the Placing
Proof.
b) The Managers are arranging the Placing (other than any
placing to US Placees, which is being arranged solely by the
Company) severally, and not jointly, nor jointly and severally, as
agents of the Company.
c) Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be and are
invited to participate by any of the Managers or (in the case of US
Placees) the Company. The Managers and their respective affiliates
are entitled to offer to subscribe for Placing Shares as principal
in the Bookbuild.
d) Any offer to subscribe for Placing Shares should state the
aggregate number of Placing Shares which the Placee wishes to
acquire or the total monetary amount which it wishes to commit to
acquire Placing Shares at the Placing Price which is ultimately
established by the Company and the Managers, or at a price up to a
price limit specified in its bid. The Placing Price will be jointly
agreed between the Managers and the Company following completion of
the Bookbuild and will be payable by the Placees in respect of the
Placing Shares allocated to them.
e) The Bookbuild is expected to close between 15 December 2017
and 18 December 2017 but may close earlier or later, at the
discretion of the Global Co-ordinator and the Company. The timing
of the closing of the books and allocations will be agreed between
the Global Co-ordinator and the Company following completion of the
Bookbuild (the "Allocation Policy"). The Managers may, in agreement
with the Company, accept offers to subscribe for Placing Shares
that are received after the Bookbuild has closed.
f) An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions and the
Placing Proof and will be legally binding on the Placee by which,
or on behalf of which, it is made and will not be capable of
variation or revocation after the close of the Bookbuild.
g) Subject to paragraph (e) above, the Global Co-ordinator
reserves the right not to accept an offer to subscribe for Placing
Shares, either in whole or in part, on the basis of the Allocation
Policy and may scale down any offer to subscribe for Placing Shares
for this purpose.
h) If successful, each Placee's allocation will be confirmed to
it by the Managers (or, in the case of US Placees, the Company)
following the close of the Bookbuild. Oral or written confirmation
(at the Managers' discretion) from the Managers (or, in the case of
US Placees, the Company) to such Placee confirming its allocation
will constitute a legally binding commitment upon such Placee, in
favour of the Managers (other than with respect to US Placees) and
the Company to acquire the number of Placing Shares allocated to it
on the terms and conditions set out herein. Each Placee (other than
a US Placee) will have an immediate, separate, irrevocable and
binding obligation, owed to the Company, to pay to (other than with
respect to US Placees) the Managers (or as the Managers may direct)
as agent for the Company or (in the case of the US Placees) the
Company in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares which such Placee
has agreed to acquire.
i) The Company will make a further announcement following the
close of the Bookbuild detailing the Placing Price and the number
of Placing Shares to be issued (the "Placing Results
Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of
the Bookbuild.
j) Subject to paragraphs (g) and (h) above, the Global
Co-ordinator reserves the right not to accept bids or to accept
bids, either in whole or in part, on the basis of allocations
determined at the Global Co-ordinators' discretion and may scale
down any bids as the Global Co-ordinator may determine, subject to
agreement with the Company. The acceptance of bids shall be at the
Global Co-ordinators' absolute discretion, subject to agreement
with the Company.
k) 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 time specified, on the basis explained
below under the paragraph entitled "Registration and
Settlement".
l) No commissions are payable to Placees in respect of the
Placing.
m) By participating in the Bookbuild, 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. All obligations under
the Placing will be subject to the fulfilment of the conditions
referred to below under the paragraph entitled "Conditions of the
Placing and Termination of the Placing Agreement".
Conditions of the Placing and Termination of the Placing
Agreement
Placees will only be called on to acquire Placing Shares if the
obligations of the Managers under the Placing Agreement have become
unconditional in all respects and the Global Co-ordinator and/or
Strand Hanson have not terminated the Placing Agreement prior to
Admission of the First Tranche Placing Shares or the Second Tranche
Placing Shares (as the case may be).
It is expected that the Managers' obligations under the Placing
Agreement in respect of the Placing of the First Tranche Placing
Shares will be conditional upon, inter alia:
(a) the Application for Admission in respect of the First
Tranche Placing Shares signed on behalf of the Company and all
other documents to be submitted therewith having been delivered to
the London Stock Exchange at least three business days before the
Admission of the First Tranche Placing Shares;
(b) the Admission Document having been published and made
available to the public and the Forms of Proxy having been posted,
in each case by not later than 5.00 p.m. on the date of the Placing
Agreement (or such later time and/or date as the Company, the
Global Co-ordinator (on behalf of the Managers) and Strand Hanson
may agree);
(c) Recommencement of trading in the Existing Ordinary Shares
having occurred by no later than the date of the Placing Agreement
(or such later time and/or date as the Company, the Global
Co-ordinator (on behalf of the Managers) and Strand Hanson may
agree);
(d) the release of the Placing Results Announcement to a
Regulatory Information Service by no later than 7.00 a.m. on the
date of the Placing Agreement (or such later time and/or date as
the Company and the Global Co-ordinator (on behalf of the Managers)
may agree);
(e) the crediting of stock accounts with respect to the First
Tranche Placing Shares by Euroclear UK & Ireland as referred to
in the Placing Agreement;
(f) the Company having complied with all of its obligations
(including those under the Placing Agreement) in respect of the
Placing and having satisfied all of its obligations, including, but
not limited to, the Conditions, which fall to be performed or
satisfied on or prior to the Admission of the First Tranche Placing
Shares;
(g) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading at the date of the Placing Agreement or
becoming untrue or inaccurate or misleading at any time between the
date of the Placing Agreement and the Admission of the First
Tranche Placing Shares by reference to the facts and circumstances
from time to time subsisting;
(h) certain documents referred to in the Placing Agreement
having been delivered in accordance with its terms;
(i) there not having occurred any event which requires, pursuant
to the Guidance Notes to Rule 3 of the AIM Rules, a supplementary
admission document to be delivered to the London Stock Exchange and
published in accordance with the AIM Rules, or a supplementary
admission document being published by or on behalf of the Company
prior to the Admission of the First Tranche Placing Shares;
(j) no matter having arisen which might reasonably be expected
to give rise to a claim under the indemnity provisions of the
Placing Agreement;
(k) there not having occurred, in the opinion of the Global
Co-ordinator or Strand Hanson (acting in good faith), a material
adverse change in relation to the Company at any time prior to the
Admission of the First Trance Placing Shares;
(l) certain agreements entered into by the Company having been
executed, remaining in full force and effect at all times, and not
having been terminated at any time, prior to the Admission of the
First Tranche Placing Shares; and
(m) the Admission of the First Tranche Placing Shares taking
place by no later than 8.00 a.m. on or around 20 December 2017 (or
such later time and/or date as the Company, the Global Co-ordinator
(on behalf of the Managers) and Strand Hanson may agree).
It is expected that the Managers' obligations under the Placing
Agreement in respect of the Placing of the Second Tranche Placing
Shares will be conditional upon, inter alia:
(a) the Application for Admission in respect of the Second
Tranche Placing Shares signed on behalf of the Company and all
other documents to be submitted therewith having been delivered to
the London Stock Exchange at least three business days before the
Admission of the Second Tranche Placing Shares;
(b) the passing of the Resolutions (without amendment) at the
General Meeting on the General Meeting date (and not, save with the
written consent of the Global Co-ordinator (on behalf of the
Managers) and Strand Hanson, at any adjournment thereof);
(c) the crediting of stock accounts with respect to the Second
Tranche Placing Shares by Euroclear UK & Ireland as referred to
in the Placing Agreement;
(d) the Company having complied with all of its obligations
(including those under this agreement) in respect of the Placing
and having satisfied all of its obligations, including, but not
limited to, the Conditions, which fall to be performed or satisfied
on or prior to the Admission of the Second Tranche Placing
Shares;
(e) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading at the date of the Placing Agreement or
becoming untrue or inaccurate or misleading at any time between the
date of the Placing Agreement and the Admission of the Second
Tranche Placing Shares by reference to the facts and circumstances
from time to time subsisting;
(f) certain documents referred to in the Placing Agreement
having been delivered in accordance with its terms;
(g) there not having occurred any event which requires, pursuant
to the Guidance Notes to Rule 3 of the AIM Rules, a supplementary
admission document to be delivered to the London Stock Exchange and
published in accordance with the AIM Rules, or a supplementary
admission document being published by or on behalf of the Company
prior to the Admission of the Second Tranche Placing Shares;
(h) no matter having arisen which might reasonably be expected
to give rise to a claim under the indemnity provisions in the
Placing Agreement;
(i) there not having occurred, in the opinion of the Global
Co-ordinator or Strand Hanson (acting in good faith), a material
adverse change in relation to the Company at any time prior to the
Admission of the Second Tranche Placing Shares;
(j) certain agreements entered into by the Company having been
executed, remaining in full force and effect at all times, and not
having been terminated at any time, prior to the Admission of the
Second Tranche Placing Shares; and
(k) the Admission of the Second Tranche Placing Shares taking
place by no later than 8.00 a.m. on 8 January 2018 (or such later
time and/or date as the Company, the Global Co-ordinator (on behalf
of the Managers) and Strand Hanson may agree).
(All of the above conditions with respect to the Placing of both
the First Tranche Placing Shares and the Second Tranche Placing
Shares, together with the other conditions included in the Placing
Agreement, are together referred to herein as the
"Conditions").
The Placing Agreement can be terminated at any time before
Admission of the First Tranche Placing Shares or Admission of the
Second Tranche Placing Shares by the Global Co-ordinator or Strand
Hanson giving notice to the Company in certain circumstances,
including (but not limited to) where (a) any of the relevant
conditions in the Placing Agreement are not satisfied in all
material respects at the required times (unless waived); and (b)
there has been a breach by the Company of any of the warranties,
undertakings or covenants in the Placing Agreement or any of the
warranties has ceased to be true, accurate and not misleading, and
in each case, the effect, in the good faith opinion of the Global
Co-ordinator or Strand Hanson, is singly or in the aggregate
material in the context of the Placing and/or is such as to make it
impracticable or inadvisable to proceed with the Placing, Admission
or to market or enforce contracts for the sale of, any Placing
Shares.
If any Condition has not been satisfied, has not been waived by
the Global Co-ordinator and Strand Hanson or has become incapable
of being satisfied (and is not waived by the Global Co-ordinator
and Strand Hanson as described below) or if the Placing Agreement
is terminated, all obligations under these terms and conditions
will automatically terminate, provided that if, subsequent to
Admission of the First Tranche Placing Shares, any Condition for
Admission of the Second Tranche Placing Shares has not been
satisfied or waived or if the Placing Agreement is terminated, this
shall not affect the Placing of the First Tranche Placing Shares.
By participating in the Placing, each Placee agrees that its rights
and obligations hereunder are conditional upon the Placing
Agreement becoming unconditional in all respects in respect of the
Placing and that its rights and obligations will terminate only in
the circumstances described above and will not be capable of
rescission or termination by it after oral or written confirmation
by the Managers (at the Global Coordinator's discretion) following
the close of the Bookbuild.
The Global Co-ordinator and Strand Hanson, acting jointly, may
in their absolute discretion in writing waive fulfilment of certain
of the Conditions in the Placing Agreement or extend the time
provided for fulfilment of such Conditions. Any such extension or
waiver will not affect Placees' commitments as set out in these
terms and conditions. None of the Managers, 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 made by the Global Co-ordinator and Strand Hanson as to
whether or not to waive or to extend the time and/or date for the
fulfilment of any condition in the Placing Agreement.
By participating in the Placing each Placee agrees that the
exercise by the Company or any of the Managers of any right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company and each of the Managers (as the
case may be) and that neither the Company nor any of the Managers
need make any reference to such Placee and that neither the Company
nor any of the Managers 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.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant
to the Placing and any allocation of the Placing Shares to be
issued pursuant to the Placing will be notified to them on or
around 18 December 2017 (or such other time and/or date as the
Company and the Global Co-ordinator may agree).
Payment in full for any Placing Shares so allocated in respect
of the Placing at the Placing Price must be made by no later than
20 December 2017 (in respect of the First Tranche Placing Shares)
and 8 January 2018 (in respect of the Second Tranche Placing
Shares) (or such other date as shall be notified to each Placee by
the relevant Bank) on the expected closing dates for the two
tranches of the Placing. The Managers or the Company will notify
Placees if any of the dates in these terms and conditions should
change, including as a result of delay in the posting of the
Admission Document or the production of a supplementary admission
document or otherwise.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission of the First Tranche Placing Shares and the Second
Tranche Placing Shares (as applicable) will take place within the
CREST system, subject to certain exceptions. The Joint Bookrunners
and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not possible
within the CREST system within the timetable set out in the Placing
Proof and/or Admission Document or would not be consistent with the
regulatory requirements in the Placee's jurisdiction. Each Placee
will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which they have in place with the relevant Bank.
Settlement for the Placing will be on a T+2 and delivery versus
payment basis and settlement is expected to take place on or around
20 December 2017 in the case of the First Tranche Placing Shares
and 8 January 2018 in the case of the Second Trance Placing Shares.
Interest is chargeable daily on payments to the extent that value
is received after the due date from Placees at the rate of 2
percentage points above prevailing LIBOR. Each Placee other than
the US Placees is deemed to agree that if it does not comply with
these obligations, the Managers may sell any or all of the Placing
Shares allocated to it on its behalf and retain from the proceeds,
for its own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. By communicating a
bid for Placing Shares, each Placee other than the US Placees
confers on the Managers all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Managers lawfully take in pursuance of such sale.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon any transaction in the
Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Managers and the Company, the following:
1. in consideration of its allocation of a placing
participation, to subscribe at the Placing Price for any Placing
Shares comprised in its allocation for which it is required to
subscribe pursuant to these terms and conditions;
2. it has read and understood this announcement (including these
terms and conditions) and the Placing Proof in their entirety and
that it has neither received nor relied on any information given or
any investigations, 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 (including these
terms and conditions) and the Placing Proof that in accepting the
offer of its placing participation it will be relying solely on the
information contained in this announcement (including these terms
and conditions) and the Placing Proof, receipt of which is hereby
acknowledged, and undertakes not to redistribute or duplicate such
documents;
3. its oral commitment will be made solely on the basis of the
information set out in this announcement and the Placing Proof and
the information publicly announced to a Regulatory Information
Service by or on behalf of the Company on the date of this
announcement, such information being all that such Placee deems
necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, or
representations or warranties or statements made, by any of the
Managers or the Company nor any of their respective affiliates and
none of the Managers or the Company will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement;
4. the content of this announcement, these terms and conditions
and the Placing Proof are exclusively the responsibility of the
Company and agrees that none of the Managers nor any of their
respective affiliates nor any person acting on behalf of any of
such persons will be responsible for or shall have liability for
any information, representation or statements contained therein or
any information previously published by or on behalf of the
Company, and none of the Managers or the Company, or any of their
respective affiliates or any person acting on behalf of any such
person will be responsible or liable for a Placee's decision to
accept its placing participation;
5. (i) it has not relied on, and will not rely on, any
information relating to the Company contained or which may be
contained in any research report or investor presentation prepared
or which may be prepared by any of the Managers or any of their
affiliates; (ii) none of the Managers, their affiliates or any
person acting on behalf of any of such persons has or shall have
any responsibility or liability for public information relating to
the Company; (iii) none of the Managers, their affiliates or any
person acting on behalf of any of such persons has or shall have
any responsibility or liability for any additional information that
has otherwise been made available to it, whether at the date of
publication of such information, the date of these terms and
conditions or otherwise; and that (iv) none of the Managers, their
affiliates or any person acting on behalf of any of such persons
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of any such information referred to
in (i) to (iii) above, whether at the date of publication of such
information, the date of this announcement or otherwise;
6. it has made its own assessment of the Company and has relied
on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing,
and has satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its decision
to participate in the Placing;
7. it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person, (ii) it is and will remain liable to the Company and the
Managers 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), (iii) if it is in the United Kingdom, it is a
person (a) who has professional experience in matters relating to
investments and who falls within the definition of "investment
professionals" in Article 19(5) of the Order or who falls within
Article 49(2) of the Order, and (b) is a "qualified investor" as
defined in section 86 of the FSMA, (iv) if it is in a member state
of the EEA, it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive, and (v) if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares subscribed by it in the
Placing are not being acquired on a non-discretionary basis for, or
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 in circumstances
which may give rise to an offer of shares to the public, other than
their offer or resale to qualified investors within the meaning of
Article 2(1)(e) of the Prospectus Directive in a member state of
the EEA which has implemented the Prospectus Directive;
8. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person, prior to the
information being made generally available;
9. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal
Justice (Money Laundering and Terrorism Financing) Act 2010 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, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be
required by the Regulations;
10. 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;
11. it is not acting in concert (within the meaning given in the
City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
12. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the
United Kingdom;
13. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities 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 these terms and conditions);
14. unless otherwise agreed by the Company (after agreement with
the Global Co-ordinator), it is not, and at the time the Placing
Shares are subscribed for and purchased will not be, subscribing
for and on behalf of a resident of Australia, Canada, Japan, the
Republic of South Africa or any other Excluded Territory and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
15. it does not expect the Managers to have any duties or
responsibilities towards it for providing protections afforded to
clients under the rules of the FCA Handbook (the "Rules") or
advising it with regard to the Placing Shares and that it is not,
and will not be, a client of any of the Managers as defined by the
Rules. Likewise, any payment by it will not be treated as client
money governed by the Rules;
16. any exercise by the Global Co-ordinator and/or Strand Hanson
of any right to terminate the Placing Agreement or of other rights
or discretions under the Placing Agreement or the Placing shall be
within the Global Co-ordinator's and Strand Hanson's absolute
discretion and neither the Global Co-ordinator, nor Strand Hanson,
nor the other Managers shall have any liability to it whatsoever in
relation to any decision to exercise or not to exercise any such
right or the timing thereof;
17. neither it, nor the person specified by it for registration
as a holder of Placing Shares is, or is acting as nominee(s) or
agent(s) for, and that the Placing Shares will not be allotted to,
a person/person(s) whose business either is or includes issuing
depository receipts or the provision of clearance services and
therefore that the issue to the Placee, or the person specified by
the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and
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 depository receipts or to
issue or transfer Placing Shares into a clearance system;
18. the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be, and acknowledges that the Managers and the Company
will not be responsible for any liability to pay stamp duty or
stamp duty reserve tax (together with interest and penalties)
resulting from a failure to observe this requirement; and each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares
will be allotted to a CREST stock account of one of the Managers
who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions
with it;
19. where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to
acquire Placing Shares for that managed account;
20. if it is a pension fund or investment company, its
acquisition of any Placing Shares is in full compliance with
applicable laws and regulations;
21. it has not offered or sold and will not offer or sell any
New Ordinary 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 the FSMA;
22. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in any member state of the EEA prior
to Admission except to persons whose ordinary activities involve
them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and will not result in an
offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
23. participation in the Placing is on the basis that, for the
purposes of the Placing, it is not and will not be a client of any
of the Managers and that none of the Managers has any duties or
responsibilities to it for providing the protections afforded to
its clients nor for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or the contents of
these terms and conditions;
24. to provide the Managers or the Company (as relevant) with
such relevant documents as they may reasonably request to comply
with requests or requirements that either they or the Company may
receive from relevant regulators in relation to the Placing,
subject to its legal, regulatory and compliance requirements and
restrictions;
25. any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on its behalf
and on behalf of any Placee on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Managers in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
26. to fully and effectively indemnify and hold harmless the
Company and the Managers and each of their respective affiliates
(as defined in Rule 501(b) under the Securities Act) and each
person, if any, who controls any Manager within the meaning of
Section 15 of the Securities Act or Section 20 of the US Exchange
Act of 1934, as amended, and any such person's respective
affiliates, subsidiaries, branches, associates and holding
companies, and in each case their respective directors, employees,
officers and agents from and against any and all losses, claims,
damages and liabilities (i) arising from any breach by such Placee
of any of the provisions of these terms and conditions and (ii)
incurred by the Managers and/or the Company arising from the
performance of the Placee's obligations as set out in these terms
and conditions;
27. to indemnify on an after-tax basis and hold the Company and
the Managers and any of their affiliates and any person acting on
their behalf harmless from any and all losses, claims, damages,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgments, agreements and
undertakings in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Issue;
28. in making any decision to subscribe for the Placing Shares,
(i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares; (ii) 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; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved; (iv)
it has had sufficient time to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and (v) will not look to the Managers, any of their
respective affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
29. its commitment to acquire Placing Shares 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 Managers' conduct of the
Placing; and
30. the Managers and the Company and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and undertakings which
are irrevocable.
Please also note that 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 UK
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. Such agreement assumes that
such Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in such
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Managers would be
responsible and Placees shall indemnify the Company and the
Managers on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or
dealings. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold each of the Managers and/or the Company
and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent. If this is the case, it would be
sensible for Placees to take their own advice and they should
notify the relevant Manager 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
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Managers and the Company, the following:
1. it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing
Shares;
2. it has fully observed and will fully observe the applicable
laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite
governmental or other consents and it has fully observed and will
fully observe any other requisite formalities and pay any issue,
transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person (i) who has
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or who falls within Article 49(2) of the
Order, and (ii) is a "qualified investor" as defined in section 86
of the FSMA;
4. if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(1)(e) of the Prospectus
Directive;
5. it is a person whose ordinary activities involve it (as
principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that
it will (as principal or agent) acquire, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
6. it is and, at the time the Placing Shares are acquired, will
be either (i) outside the United States, purchasing in an offshore
transaction pursuant to Regulation S or (ii) a QIB that makes each
of the representations, warranties, acknowledgments and agreements
set out in paragraph 9 below;
7. none of the Placing Shares have been or will be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United
States;
8. none of the Placing Shares may be offered, sold, taken up or
delivered directly or indirectly, in whole or in part, into or
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States;
9. if it is in the United States, (i) it is a QIB that has
signed and delivered to the Company a US investor letter in the
form provided by the Company; (ii) it acknowledges that it is
acquiring the Placing Shares in a direct transaction with the
Company and that none of the Managers has participated in the
distribution of the Placing Shares to it;
10. if it is in South Africa, it is a person falling within a
category of person listed in section 96 of the South African
Companies Act, 2008 as not being a member of the public;
11. If it is in Australia, it is a person who falls within an
exemption from disclosure to investors in Australia under the
Australian Corporations Act 2001 (Cth) (the "Corporations Act"),
including a "sophisticated investor" within the meaning of Section
708(8) of the Corporations Act or a "professional investor" within
the meaning of Section 708(11) of the Corporations Act or a
"wholesale client" within the meaning of Section 761(G) of the
Corporations Act;
12. it (on its behalf and on behalf of any Placee on whose
behalf it is acting) has (a) fully observed the laws of all
relevant jurisdictions which apply to it; (b) obtained all
governmental and other consents which may be required; (c) fully
observed any other requisite formalities; (d) paid or will pay any
issue, transfer or other taxes; (e) not taken any action which will
or may result in the Company or the Managers (or any of them) being
in breach of a legal or regulatory requirement of any territory in
connection with the Placing: (f) obtained all other necessary
consents and authorities required to enable it to give its
commitment to subscribe for the relevant Placing Shares and (g) the
power and capacity to, and will, perform its obligations under the
terms contained in these terms and conditions.
Miscellaneous
The Company reserves the right to treat as invalid any
application or purported application for Placing Shares that
appears to the Company or its agents to have been executed,
effected or dispatched from the United States or an Excluded
Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of Placing Shares in an Excluded Territory or the
United States, or any other jurisdiction outside the United Kingdom
in which it would be unlawful to deliver such share
certificates.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Managers, any money held in an account with
any of the Managers on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the Managers'
money in accordance with the client money rules and will be used by
each of the Managers in the course of its own business; and the
Placee will rank only as a general creditor of the relevant
Manager.
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in these terms and
conditions may be subject to amendment. The Managers (or, in the
case of US Placees, the Company) will notify Placees and any
persons acting on behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGIBDDCDBBGRS
(END) Dow Jones Newswires
December 14, 2017 03:31 ET (08:31 GMT)
Savannah Energy (LSE:SAVE)
Historical Stock Chart
From Apr 2024 to May 2024
Savannah Energy (LSE:SAVE)
Historical Stock Chart
From May 2023 to May 2024