TIDMSHG
RNS Number : 5647I
Shanta Gold Limited
20 June 2017
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW
ORDINARY SHARES OF SHANTA GOLD LIMITED IN ANY JURISIDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
20 June 2017
Shanta Gold Limited
("Shanta" or the "Company")
Proposed Fundraising to raise approximately US$14 million
Shanta Gold Limited (AIM: SHG), the East Africa-focused gold
producer, developer and explorer, is pleased to announce a proposed
capital raising to raise approximately US$14.0 million (GBP11.0
million) before expenses by way of placing (the "Placing") and
direct subscription ("Subscription") (together, the
"Fundraising").
The Placing is being conducted through an accelerated
bookbuilding process to be undertaken by Peel Hunt LLP ("Peel
Hunt") acting as sole bookrunner. The books for the Placing will
open with immediate effect.
Certain directors and employees have indicated an intention to
participate in the Placing.
Further, Odey Asset Management, the Company's current
significant shareholder has also indicated their intention to
participate in the Fundraising by way of Subscription for new
ordinary shares of the Company ("Subscription Shares").
The Company refers to the announcements released earlier this
morning which noted inter alia:
-- the Company has accepted a credit approved commitment letter
for a new US$50.0 million Investec debt facility to replace the
current US$40.0 million Investec debt facility, of which US$35.3
million is outstanding, and is negotiating the definitive
documentation;
-- the Company is proposing to repurchase the outstanding senior
secured subordinated convertible loan notes (the "Notes") which
over 75% of holders have indicated they intend to support (together
the "Restructuring"); and,
-- the signing of an arrangement agreement for the proposed
acquisition of the entire issued share capital of Helio Resource
Corp. for consideration of 59.5 million shares of the Company,
equal to approximately US$5.6 million (the "Helio Acquisition")
Highlights
-- Intention to raise gross proceeds of approximately US$14.0 million through the Fundraising;
-- In conjunction with the Restructuring and the Helio
Acquisition, the Fundraising will provide Shanta with a strong
platform to deliver returns to its shareholders. The proceeds of
the Fundraising will provide funds for growth allowing Shanta to
deliver the Revised Mine Plan ("RMP"), integrate Helio's assets
into the New Luika Gold Mine ("NLGM") mine plan and to seek out and
firm up high grade opportunities in the surrounding area;
-- Certain directors of the Company have indicated an intention
to participate in the Placing; and,
-- Separate from, but conditional upon the completion of, the
Fundraising, it is also intended that certain directors will enter
into a salary sacrifice arrangement for 12 months. The effect of
this will be to provide the Company with an aggregate cash saving
of $450,000 over the course of the 12 month period.
Toby Bradbury, Chief Executive Officer of Shanta, commented:
"The proposed fundraising, together with the proposed
restructuring and the proposed Helio acquisition, would
significantly strengthen Shanta's financial position as the Company
progresses through the commercial underground production phase at
its flagship New Luika Gold Mine, while the Company awaits
repayment of the US$12.5 million in outstanding VAT receivables
from the Tanzanian Government.
During the key phase in the mine's underground development, the
proposed fundraising would provide the necessary financial headroom
to the Company. At the same time it would assist Shanta to
incorporate the substantial resource that currently sits outside
the NLGM's mine plan, as well as the Helio assets following
completion of the acquisition, expected in Q3 2017. Lastly, it
would also enable the continued exploration at Singida and at
targets within its highly prospective licence area of the Lupa
Goldfield."
For more information please contact:
Enquiries:
Shanta Gold Limited
Toby Bradbury (CEO)
Eric Zurrin (CFO) +255 (0) 22 292 5148
Nominated Adviser and Sole Bookrunner
Peel Hunt LLP
Matthew Armitt / Ross Allister / + 44 (0)20
Chris Burrows (Corporate) 7418 8900
Alastair Rae / Rory James-Duff (ECM + 44 (0)20
Syndicate) 7418 8642
Financial Public Relations
Tavistock
Emily Fenton / Jos Simson / Barney +44 (0)20
Hayward 7920 3150
About Shanta Gold Limited
Shanta is an East Africa-focused gold producer, developer and
explorer. It currently has defined ore resources on the New Luika,
Nkuluwisi and Singida projects in Tanzania and holds exploration
licences over a number of additional properties in the country.
Shanta's flagship New Luika Gold Mine commenced production in 2012
and produced 87,713 ounces in 2016. The Company is admitted to
trading on London's AIM Market. For further information please
visit: www.Shantagold.com.
The technical information contained within this announcement has
been reviewed and approved by Mr. Awie Pretorius MSc.Pri.Sci.Nat.
Mr. Pretorius is a consultant to Shanta and a member of the South
African Council for Natural Scientific Professionals (SACNASP
Membership Number 400060/91). He has sufficient experience that is
relevant to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a
Competent Person as defined in the 2012 Edition of the
'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves' and for the purposes of the AIM
Guidance Note on Mining and Oil & Gas Companies dated June
2009.
Market Abuse Regulation
Market soundings, as defined in the Market Abuse Regulation
("MAR"), were taken in respect of the Placing, 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.
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States. This
announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Japan, the Republic of South Africa or any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations (a "Prohibited Jurisdiction"). This announcement and
the information contained herein are not for release, publication
or distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
This announcement is 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: (i) if in a member state of the
European Economic Area, are, unless otherwise agreed with Peel
Hunt, qualified investors within the meaning of article 2(1)(e) of
the Prospectus Directive ("Qualified Investors"); and (ii) if in
the United Kingdom, fall within: (a) article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (b) article 49 of the Order; (c) article 43
of the Order; or (d) any other person to whom it may lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). This announcement must not be acted on or
relied on by persons who are not Relevant Persons. 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.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Peel Hunt is acting solely as
nominated adviser and sole broker exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Peel Hunt by FSMA or the regulatory
regime established thereunder, Peel Hunt accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the contents of this announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this announcement, whether as to the past or the
future. Peel Hunt accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
Forward-Looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
Details of the Placing and Subscription
Investors who participate in the Placing will be required to
make bids for Placing Shares in Pounds Sterling. The Placing is for
invited placees only, members of the public are not entitled to
participate in the Placing.
The Placing is subject to the terms and conditions set out at in
the Appendix to this Announcement. Peel Hunt will today commence an
accelerated bookbuilding process in respect of the Placing (the
"Bookbuild"). The price per ordinary share at which the Placing
Shares are to be placed (the "Placing Price") will be decided at
the close of the Bookbuild Process. The book will open with
immediate effect. The timing of the closing of the book, pricing
and allocations is at the discretion of Peel Hunt and the Company.
Details of the number of Placing Shares to be subscribed for in the
Placing will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares in the
capital of the Company including the right to receive all dividends
and other distributions declared, made or paid after their date of
issue.
The Company has entered into a placing agreement (the "Placing
Agreement") with Peel Hunt on customary terms and conditions
pursuant to which Peel Hunt will use their reasonable endeavours to
procure placees for the Placing Shares.
Investors who participate in the Placing will receive an
allocation of Placing Shares at the discretion of Peel Hunt, and
the Company. Placees should refer to their trade confirmation.
It is expected that Odey and certain other existing shareholders
and directors and management will participate in the Fundraising
subject to final allocations.
It is expected that certain directors will also enter into a
salary sacrifice arrangement under which those directors will be
issued with new ordinary shares in the Company. The effect of this
will be to provide the Company with an aggregate cash saving of
$450,000 over the 12 month period, demonstrating those directors'
belief in the future prospects of the Company and further enhancing
the Company's working capital position.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
choosing to participate in the Placing and making an oral or
written offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendix) and to make a legally binding offer on the
terms and subject to the terms and conditions in it, and to be
providing the representations, warranties, undertakings and
acknowledgments contained in the Appendix.
Current Trading
The Company announced its quarterly operational results on 20
April 2017 and its audited full year results for the year ended 31
December 2016 on 13 June 2017. Both results demonstrate Shanta's
continued successful operational performance as well as its
positive progression with the underground development at NLGM which
achieved commercial production in May 2017. The Company delivered
its RMP in March 2017 which increased low cost reserves and
highlighted the long life potential at NLGM. The RMP envisages
average gold production for the next four years (2017-2020) of
85,000 ounces ("oz") at average All In Sustaining Cost ("AISC") of
US$736 per oz ("/oz"). This is before the incorporation of the
resources of 9.47 million tonnes ("mt") at 2.24 g/t for 683,000 oz
that sit outside of the RMP as well as the recently defined maiden
resource of 4.0 mt at 1.1 grammes per tonne ("g/t") for 140,894 oz
at the Nkuluwisi prospect and the SMP project resources that will
be acquired from Helio in due course.
Shanta generated record gold production for 2016 of 87,713 oz,
beating guidance of 82,000 - 87,000 oz, with average AISC of US$661
/oz against guidance of US$690-740 /oz. The Company generated cash
of US$50 million from operations and reported US$50 million of
EBITDA.
The Company reiterates its annual guidance for 2017 of 80,000 -
85,000 oz at AISC of US$800 - US$850 /oz.
During Q1 2017, a total of 23,252 oz of gold was sold at an
average price of US$1,249 /oz. The average realised price was above
the average spot price of US$1,219 /oz. As of 9 June 2017, the
Company had sold forward 36,000 oz to December 2017 at an average
price of US$1,281 /oz.
Cost guidance for 2017 was based on processing underground
development ore as it became available with the development cost
reporting to capital. On this basis, cash costs for Q1 were US$553
/oz (Q4 2016: US$486 /oz) and AISC were US$768 /oz (Q4 2016: US$747
/oz). Conventional accounting of capital projects requires the net
revenue from development ore be offset against capital. Including
the effect of accounting for underground development ore prior to
commercial production, the AISC for Q1 was US$930 /oz and capital
would be reduced by US$5.1 million. There is no cash impact of the
different accounting scenarios. Unit cost performance benefited
from record gold recoveries of 92%.
The development of underground operations at NLGM remains on
track and commercial production was declared as of June 1, 2017.
Shanta has been processing underground ore, with 40,000 tonnes at
8.0 g/t g/t mined to 31 May 2017. Due to the move underground, the
Company did anticipate Q2 2017 production to be its lowest quarter
for 2017, as it moves through the ramp-up process, although
production for the quarter to date is better than was planned.
The Company's cash balance at the end of Q1 was US$11.7 million
and at 31 May was US$2.8 million which excludes the US$10 million
loan facility secured against the new power plant announced on 22
May 2017. The decrease in cash is due primarily to debt servicing,
investment in capital expenditure and increase in VAT receivables.
No VAT was returned to Shanta in Q1. US$12.5 million VAT has been
paid by Shanta over the past 12 months with the last refund having
been received for April 2016. The Company is in discussion with the
government around progressing the refunding of VAT. The government
of Tanzania is dealing with issues of corruption across its various
ministries and departments and this work is to be commended. There
are on-going audits to flush out the problem areas and, while none
of these relate to Shanta, the process has caused delays to VAT
refunds.
Background to and reasons for the Fundraising and the
Restructuring
The proceeds of the Fundraising will provide working capital and
funds to ensure Shanta has the financial flexibility to execute the
RMP, incorporate the resources outside of the mine plan including
the Helio assets following completion of the acquisition, and to
continue to seek out and upgrade the high potential opportunities
identified in the surrounding area.
Application will be made to the London Stock Exchange plc
("LSE") for the admission of the Placing Shares and Subscription
Shares to trading on the AIM market of the LSE ("Admission").
Admission of the Placing Shares and Subscription Shares is expected
to be effective on or around 23 June 2017.
The Placing Shares and Subscription Shares will be issued under
the general authority to issue an unlimited number of shares for
cash on a non-pre-emptive basis in accordance with the Company's
articles of association.
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) which sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
Further Information
The net proceeds of the Fundraising will be used in conjunction
with cash flow generated from operations to fund the Company's
upcoming capital expenditure and exploration programme at NLGM as
well as the integration of resources that are outside of the mine
plan and the incorporation of the Helio assets into the mine
plan.
The Company delivered its RMP on 23 March 2017 providing an
update to the 2015 Base Case Mine Plan ("BCMP"). The strategy for
NLGM is to maximise value and mine life through the inclusion of
additional resources and reserves within and around the mining
license. For the purposes of the Plan, at this stage all reserves
incorporated in the Plan are within the existing mining licence
areas. The RMP is the culmination of a process that updates the
BCMP to incorporate:
-- Additional open pit reserves at Elizabeth Hill, originally
announced in January 2016 and updated in the RMP with the benefit
of reduced mining costs;
-- Additional underground reserves at Ilunga, defined in the
RMP, and announced as a resource in September 2016;
-- Lower operating costs in the open pit operations;
-- Optimised underground mine plans for Bauhinia Creek and Luika, relative to the BCMP; and,
-- Reconciliation with depleted reserves as at 31 December 2016.
With the benefit of increased resources through exploration and
reduced operating costs, reserves were increased from 2.66 mt at
5.93 g/t for 506,000 oz to 3.64 mt at 4.40 g/t for 515,000 oz.
Importantly, this increase is after accounting for depletion in
2016 of 615,000 tonnes at 5.27 g/t for 104,000 oz contained.
The RMP delivers 500 koz at US$736 /oz after depletion compared
to 443 koz at US$695 /oz in the 2015 BCMP. Production since the
BCMP accounts for 117 koz at US$645 /oz. Production going forward
under the BCMP would have been 326 koz at an AISC of US$713 /oz.
After accounting for additional reserves and depletion, the RMP has
added 174 koz of production at an AISC of US$779 /oz.
As has been emphasised regularly in previous announcements,
Shanta uses its plans as the basis for on-going improvement and, as
it has in the past, seeks to identify and implement initiatives
that deliver even better outcomes. This applies to optimisation of
operations and capital management.
In addition to the increased reserves, the resources not
included in the RMP have increased to 9.47 mt at 2.24 g/t for
683,000 oz from 6.64 mt at 2.41 g/t for 514,000 oz in the BCMP (1
g/t cut-off for open pit; 3.0 g/t cut-off for underground). Further
work on these resources is expected to deliver additional reserves
in the future to further extend the life of the NLGM.
In May 2017 Shanta announced a maiden JORC Compliant Code (2012)
reserve at its Nkuluwisi Mineralised Target ("Nkuluwisi"), located
approximately 12 kilometres northwest of the NLGM's central
processing hub. The significant scale of the Nkuluwisi resource
provides for possible expansion options at NLGM to target lower
grade orebodies which could increase production levels and add to
mine life. The total resource recorded at Nkuluwisi was 4.0 Mt at
1.1 g/t for a total of 140,894 ounces of contained gold and was the
result of a drilling campaign which included 44 Reverse Circulation
("RC") holes comprising 5,833 meters of drilling. Further upside
remains along strike at Nkuluwisi and also at a series of highly
prospective and proximate targets in the Lupa Goldfield identified
through the Company's focused exploration program.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THE ANNOUNCEMENT INCLUDING THIS APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMED BY DIRECTIVE
2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); AND (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; (C) IN CANADA, PERSONS WHO ARE
BOTH "ACCREDITED INVESTORS" AND "PERMITTED CLIENTS" AS DEFINED
UNDER APPLICABLE SECURITIES LAWS IN CANADA, WHO (D) ARE PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY PEEL HUNT TO SUBSCRIBE
FOR PLACING SHARES) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges to Peel Hunt and the Company that:
(a) it is a Relevant Person (as defined above) 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;
(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, (a) 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
Member State of the European Economic Area (the "EEA") which has
implemented the Prospectus Directive other than Qualified Investors
or in circumstances in which the prior consent of Peel Hunt has
been given to the offer or resale; or (b) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and
(c) it is either (a) located outside the United States and
acquiring the Placing Shares in an "'offshore transaction" meeting
the requirements of Regulation S under the Securities Act; or (b)
located in the United States and a "qualified institutional buyer"
(a "QIB") (as defined in Rule 144A under the Securities Act) and it
has duly executed an investor letter in a form provided to it and
delivered the same to a Peel Hunt Person.
The Company and Peel Hunt will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
undertakings. Peel Hunt does not make any representation to any
Placees regarding an investment in the Placing Shares referred to
in this Announcement (including this Appendix).
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unauthorised or unlawful and any failure to comply with these
restrictions may constitute a violation of applicable securities
laws in such jurisdiction. This Announcement and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States, Australia, Japan or
the Republic of South Africa or in any other jurisdiction in which
such publication or distribution is unauthorised or unlawful.
Persons (including, without limitation, custodians, nominees and
trustees) into whose possession this Announcement and this Appendix
may come are required by the Company to inform themselves about and
to observe any restrictions of transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of 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
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 the securities laws of any state or other
jurisdiction of the United States. No public offering of the
Placing Shares or any other securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited pursuant to this
Announcement, the Placing, or the Bookbuild and, if sent in
response to the information contained in the Announcement, will not
be accepted. This Announcement is not an offer of securities for
sale into the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act. Any offering to be made in the United
States will be made to a limited number of QIBs pursuant to an
exemption from, or in a transaction not subject to, registration
under the Securities Act or in a transaction not involving any
public offering.
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 Placing Shares have not been and will not be qualified for
distribution under applicable Canadian securities laws and,
accordingly, any offer and distribution of the Placing Shares in
Canada will be made on a basis that is exempt from the prospectus
requirements of Canadian securities laws; no prospectus has been
lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the
Placing Shares have not been nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, 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, 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 or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Notice to Canadian Residents
This press release is not, and under no circumstances is to be
construed as, an advertisement or a public offering of the Placing
Shares in Canada.
The distribution of the Placing Shares in Canada is being made
on a private placement basis only in the provinces of Ontario and
Quebec and is exempt from the requirement that the Company prepare
and file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and to Peel Hunt that such person (i) is purchasing
as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (ii) is an
"accredited investor" as such term is defined in section 1.1 of NI
45-106 or, in Ontario, as such term is defined in section 73.3(1)
of the Securities Act (Ontario); and (iii) is a "permitted client"
as such term is defined in section 1.1 of National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the local
Canadian securities regulatory authority. These resale restrictions
may under certain circumstances apply to resales of the Placing
Shares outside of Canada. Canadian purchasers are advised to seek
legal advice prior to any resale of the Placing Shares.
Canadian investors are further advised that the Company does not
intend to file a prospectus or similar document with any securities
regulatory authority in Canada qualifying the resale of the Placing
Shares to the public in any province or territory of Canada in
connection with the Placing.
Terms defined elsewhere in this document have the same meaning
in this Appendix, unless the context requires otherwise. In this
Appendix the following additional definition shall apply:
(a) "Peel Hunt Person" means any person being (i) Peel Hunt or
any member (partner) of Peel Hunt, (ii) an undertaking which is a
subsidiary undertaking of Peel Hunt, (iii) a parent undertaking of
Peel Hunt or (other than Peel Hunt) a subsidiary undertaking of any
such parent undertaking, or (iv) a director, partner, officer,
agent or employee of any such person.
(b) Various dates referred to in this document are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
Admission is 23 June 2017 and, in any event, the latest date for
Admission is 7 July2017 (the "Long Stop Date").
The Placing
Peel Hunt has entered into a placing agreement with the Company
under which it has, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price which will
be decided at the close of the Bookbuild Process. As part of the
arrangements for the Bookbuild, the Company itself intends to
procure certain Placees. To the extent Peel Hunt does not procure
subscribers for Placing Shares as required, including those Placees
procured by the Company, Peel Hunt will not itself subscribe for
such shares.
Peel Hunt will today commence an accelerated bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees at the Placing
Price. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. The number of
Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement and the Placing
Agreement. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Peel Hunt and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing
Shares.
Peel Hunt and the Company reserve the right to scale back the
number of Placing Shares to be allotted to any Placee in the event
of an oversubscription under the Placing. Peel Hunt and the Company
also reserve the right not to accept offers for Placing Shares or
to accept such offers in part rather than in whole.
Each Placee will be required to pay to Peel Hunt, on the
Company's behalf, an amount equal to the product of the Placing
Price and the number of Placing Shares that such Placee is required
to be allotted in accordance with the terms set out in or referred
to in this Appendix. Each Placee's obligation to be allotted and
pay for Placing Shares under the Placing will be owed to each of
the Company and Peel Hunt. Each Placee will be deemed to have read
this Appendix in its entirety.
Neither Peel Hunt nor any other Peel Hunt Person will have any
liability (subject to applicable legislation and regulations) to
Placees or to any person other than the Company in respect of the
Placing.
Application for Admission to Trading on AIM
Application will be made to London Stock Exchange plc ("LSE")
for the Placing Shares and Subscription Shares to be admitted to
trading on AIM, the market owned and operated by the LSE ("AIM"),
("Admission"). It is expected that Admission will take place at
8.00 am on 23 June 2017 (or such later date as may be agreed
between the Company and Peel Hunt, provided that such date is no
later than the Long Stop Date).
Participation in, and principal terms of, the Placing
Participation in the Placing is only available to persons who
may lawfully be, and are, invited to participate in it by Peel
Hunt.
1) Restart Numbering Applied
1 Peel Hunt is arranging the Placing as bookrunner and agent of the Company.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Peel Hunt.
Peel Hunt and its respective affiliates are entitled to enter bids
in the Bookbuild as principal.
3 The completion of the Bookbuild will be determined by Peel
Hunt in its absolute discretion and shall then be announced on a
Regulatory Information Service as soon as is practicable following
the completion of the Bookbuild.
4 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price
will be decided at the close of the Bookbuild Process. Bids may be
scaled down by Peel Hunt on the basis referred to paragraph 8
below.
5 The Bookbuild is expected to close no later than 6.30 pm on 20
June 2017 but may be closed earlier or later at the discretion of
Peel Hunt. Peel Hunt may, in agreement with the Company accept bids
that are received after the Bookbuild has closed. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion. The
final allocations of the Placing Shares (including as to the
identity of the Placees and the number of shares allocated to each
Placee at the Placing Price) shall be determined by Peel Hunt in
its absolute discretion.
6 Each Placee's allocation will be confirmed to Placees orally,
or by email, by Peel Hunt following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter (the "Contract Note"). The terms of this
Appendix will be deemed incorporated into the Contract Note. Peel
Hunt's oral or emailed confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Peel Hunt and the
Company, under which it agrees to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix (which are deemed to be
incorporated in such trade confirmation or contract note) and in
accordance with the Company's Articles of Association.
7 The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
8 Subject to paragraphs 3 and 4 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Peel Hunt may also, notwithstanding paragraphs
3 and 4 above, but subject to the prior consent of the Company (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company and Peel Hunt acting
together reserve the right not to accept bids or to accept bids in
part rather than in whole.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with Peel
Hunts consent, will not be capable of variation or revocation after
the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, to pay
Peel Hunt (or as Peel Hunt may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares for which such Placee has agreed to subscribe. Each Placee's
obligations will be owed to Peel Hunt.
10 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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
"Settlement".
11 All obligations under the Bookbuild and 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 "Conditions to the
Placing".
12 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.
13 To the fullest extent permissible by law and the applicable
rules of AIM, neither Peel Hunt nor any of their respective
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and Peel Hunt shall have no liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither Peel Hunt nor any of its affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Peel Hunt's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
Peel Hunt and the Company may agree.
14 In making an investment decision, Placees must rely on their
own examination of the Company and its prospects and the terms of
the Placing, including the merit and risks involved in investing in
the Placing Shares.
15 Settlement will occur on a date to be advised but expected to
be on or around 23 June 2017 ("Closing Date").
All such times and dates will be subject to amendment at Peel
Hunt's discretion, except that in no circumstances will the date
scheduled for Admission be later than the Long Stop Date.
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 a prospectus in the United Kingdom or in any
other jurisdiction. No offering document or prospectus has been or
will be submitted to be approved by the Financial Conduct
Authority, the LSE or any other regulatory body in relation to the
Placing and Placees' commitments in respect of Placing Shares will
be made solely on the basis of the information contained in this
Announcement and the terms and conditions contained in this
appendix.
Settlement
Settlement of transactions in the Placing Shares will take place
INSIDE the CREST system.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the CREST system administered by Euroclear UK and Ireland
Limited ("CREST").
The Company will procure the delivery of the Placing Shares to
CREST accounts operated by Peel Hunt for the Company and Peel Hunt
will enter its delivery (DEL) instructions into the CREST system.
The input to CREST by each Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Peel Hunt's opinion, delivery or
settlement is not possible or practicable within CREST or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing may be sent a
conditional trade confirmation stating the number of Placing
Shares, the Placing Price and the subscription amount payable to be
allocated to it and will be required to provide Peel Hunt with
funds sufficient to purchase such securities prior to the Closing
Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
It is expected that settlement will take place on or about 23
June 2017 in CREST on a T+3 basis in accordance with the
instructions set out in the conditional trade confirmation.
Settlement will be through Peel Hunt against CREST ID: 871
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional trade confirmation(s) stating the number of Placing
Shares to be allocated to it at the Placing Price and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with Peel Hunt.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Trade date: 20 June 2017
Settlement date: 23 June 2017 (Electronic)
ISIN code for the Placing Shares: GB00B0CGR828
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued into CREST to, or to
the nominee of, a Placee who holds those shares beneficially (and
not as agent or nominee for any other person) within the CREST
system and registered in the name of such Placee or such Placee's
nominee provided that the Placing Shares are not issued to a person
whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any
such person.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Peel Hunt will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Peel Hunt in
the event that the Company or Peel Hunt has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Peel
Hunt accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Placing Agreement
Peel Hunt entered into the Placing Agreement with the Company
today under which Peel Hunt has agreed on a conditional basis to
use its reasonable endeavours as agent of the Company to procure
Placees at the Placing Price for the Placing Shares.
Conditions to the Placing
The Placing is conditional on, among other things:
1 the Company having complied with its obligations and
satisfying all conditions to be satisfied by them under the Placing
Agreement or the terms of this Appendix which fall to be performed
or satisfied on or prior to Admission;
2 the Placing Agreement not being terminated in accordance with its terms by Peel Hunt;
3 the subscription agreement being entered into between the
Company and Odey in relation to the Subscription and having become
unconditional other than in respect of: (i) Admission; and (ii) any
provision relating to the Placing Agreement becoming
unconditional;
4 Admission taking place by the relevant time and date to be
stated in the Announcement; and
5 the Placing Agreement becoming unconditional in all other respects.
If:
1 any of the conditions contained in the Placing Agreement in
relation to the Placing Shares are not fulfilled or waived (if
capable of being waived) by Peel Hunt by the respective time or
date where specified (or such later time or date as the Company and
Peel Hunt may agree);
2 any of such conditions becomes incapable of being fulfilled; or
3 the Placing Agreement is terminated in the circumstances specified below,
the Placing in relation to the Placing Shares will lapse and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Peel Hunt may, in its absolute discretion, upon such terms as it
thinks fit, waive compliance by the Company with certain of the
Company's obligations in relation to the conditions in the Placing
Agreement save that the certain conditions including the condition
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect the Placees' commitments as set
out in this Announcement,
Peel Hunt reserves the right to waive or extend the time and or
date for the fulfilment of any of the conditions in the Placing
Agreement to a time no later than 8 00 a.m. on the Long Stop
Date.
If any condition in the Placing Agreement is not fulfilled or
waived by Peel Hunt by the relevant time, the Placing will lapse
and each Placee's rights and obligations in respect of the Placing
will cease and terminate at such time.
Neither the Company nor Peel Hunt 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 it may make as to
whether or not to waive or to extend the time and /or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Company and Peel Hunt.
Termination
The Placing Agreement may be terminated by Peel Hunt at any time
prior to Admission in certain circumstances including, among other
things, following a material breach of the Placing Agreement by the
Company or the occurrence of certain force majeure events. The
exercise of any right of termination pursuant to the Placing
Agreement, any waiver of any condition in the Placing Agreement and
any decision by Peel Hunt whether or not to extend the time for
satisfaction of any condition in the Placing Agreement will be
within the absolute discretion of Peel Hunt. Following Admission,
the Placing Agreement is not capable of rescission or
termination.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Placing, Placees agree that the exercise by Peel Hunt of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of Peel Hunt, and that it
need not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise.
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
Peel Hunt in accordance with all relevant legal requirements.
Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Peel Hunt's receipt of payment in
full for such Placing Shares by the relevant time to be stated in
the written confirmation referred to above, or by such later time
and date as Peel Hunt and the Company may in their absolute
discretion determine, and otherwise in accordance with that
confirmation's terms.
If any Placee fails to make such payment by the required time
for any Placing Shares:
1 the Company may release itself, and (if at its absolute
discretion it decides to do so) will be released from, all
obligations it may have to allot and/or issue any such Placing
Shares to such Placee or at its direction which are then unallotted
and/or unissued;
2 the Company may exercise all rights of lien, forfeiture and
set-off over and in respect of any such Placing Shares to the full
extent permitted under its Articles of Association or by law and to
the extent that such Placee then has any interest in or rights in
respect of any such shares;
3 the Company or Peel Hunt may sell (and each of them is
irrevocably authorised by such Placee to do so) all or any of such
shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company relating to (or where
applicable and in relation to (iii) below only, Peel Hunt): (i) any
amount up to the total amount due to it as, or in respect of,
allotment monies, or as interest on such monies, for any Placing
Shares, (ii) any amount required to cover any stamp duty or stamp
duty reserve tax arising on the sale, and (iii) any amount required
to cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale; and
4 (such Placee will remain liable to the Company and to Peel
Hunt for the full amount of any losses and of any costs which
either of them may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms as are actually
obtained for such sale by or for it. Interest may be charged in
respect of payments not received by Peel Hunt for value by the
required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc.
Placees' representations, warranties and undertakings to the
Company and Peel Hunt
By agreeing with Peel Hunt to be allotted Placing Shares under
the Placing and participating in the Bookbuild, each Placee (and
any person acting on a Placee's behalf) irrevocably acknowledges
and confirms and represents and warrants and undertakes to, and
agrees with, each of the Company and Peel Hunt (in its capacity as
placing agent) and each of their respective affiliates, in each
case as a fundamental term of such Placee's acceptance of its
Placing participation and of the Company's obligation to allot
and/or issue any Placing Shares to it or at its direction,
that:
1 it has read the Announcement in full, including this Appendix,
and agrees to and accepts all the terms set out in the
Announcement, including this Appendix, and that its acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained
therein;
2 its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this Appendix
and will not be subject to rescission or termination by it in any
circumstances;
3 it accepts that the content of the Announcement is exclusively
the responsibility of the Company and that Peel Hunt nor any person
acting on its respective behalf has or shall have any liability for
any information, representation or statement contained in this
announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this announcement or
otherwise;
4 the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in the Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any
other information given or representations, warranties or
statements made by any Peel Hunt Person or the Company or their
respective directors, employees, officers or agents or any other
person and neither Peel Hunt nor the Company, including employees
or agents nor any person acting on behalf of any of Peel Hunt or
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement;
5 it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
6 that the Placing Shares have not been and will not be
qualified by a prospectus under applicable securities laws in
Canada and if it is resident in Canada, it is resident in Ontario
or Quebec and are an "accredited investor" and a "permitted client"
pursuant to Canadian securities laws; it is entitled to purchase
the Placing Shares in the Placing pursuant to the terms of the
Placing in accordance with all applicable Canadian laws (including
the securities laws of all relevant provinces); where required by
law, it is purchasing as principal, or is deemed to be purchasing
as principal in accordance with applicable securities laws of the
province in which it is resident, for its own account and not as
agent for the benefit of another preson; it is not a person created
or used solely to purchase or hold securities as an "accredited
investor" as described in paragraph (m) of the definition of
"accredited investor" in section 1.1 of NI 45-106; it acknowledges
that any Placing Shares subscribed for are restricted securities in
Canada and any resale of the Placing Shares must be made in
accordance with applicable Canadian securities laws; it further
acknowledges that the Company may disclose certain personal
information pertaining to it to the relevant Canadian securities
regulatory authorities and this information may become public under
Canadian law and it consents to such disclosure; and if resident in
Quebec, it confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the
Placing Shares described herein (including for greater certainty
any purchase confirmation or any notice) be drawn up in the English
language only;
7 it has not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than (i) as included in the Announcement by the person(s)
responsible for the Announcement, (ii) by the Company as included
in this document, and (iii) by the Company to the effect that (1)
the Announcement will comply with all relevant requirements of the
AIM Rules for Companies at the time of its publication and (2) at
the time that the Placee enters into a legally binding commitment
to be allotted Placing Shares pursuant to the Placing the Company
will not then be in breach of its obligations under the AIM Rules
for Companies or applicable law to disclose publicly in the correct
manner all such information as is required to be so disclosed by
the Company;
8 it has not relied on any representation or warranty in
reaching its decision to be allotted Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
9 it is not a client of Peel Hunt in relation to the Placing and
Peel Hunt is not acting for it in connection with the Placing and
will not be responsible to it in respect of the Placing for
providing protections afforded to it or its clients under the rules
of the FCA (the "FCA Rules") or for advising it with regard to the
Placing Shares and Peel Hunt shall not be responsible to it or any
other person for providing the protections afforded to its
customers whether under the FCA Rules or otherwise, or for advising
it or any other person in respect of or in connection with such
arrangements. In addition any payment by it will not be treated as
client money governed by the FCA Rules. It agrees that Peel Hunt
shall not be liable to it for any matter arising out of its role as
placing agent or otherwise in connection with the Placing and that,
where any such liability nevertheless arises as a matter of law, it
will immediately waive any claim against Peel Hunt which it may
have in respect thereof;
10 it (or any person acting on its behalf) will pay the full
allotment amount at the Placing Price as and when required in
respect of all Placing Shares for which it is required to be
allotted under its Placing participation and will do all things
necessary on its part to ensure that payment for such shares and
their delivery to it or at its direction is completed in accordance
with the standing CREST instructions (or, where applicable,
standing certificated settlement instructions) that it has or puts
in place with Peel Hunt, failing which the relevant Placing Shares
may be placed with other placees or sold as Peel Hunt may, in its
sole discretion and without liability to such Placee decide, and it
will remain liable for the shortfall below the net proceeds of such
sale and the placing proceeds of the Placing Shares, and may be
required to bear any stamp duty or stamp duty reserve tax which may
arise upon the placing or sale of such Placee's Placing Shares on
its behalf;
11 its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to be allotted, and that the Company and/or Peel Hunt may
call upon it to be allotted a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
12 it is entitled to be allotted Placing Shares under the laws
of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1993, money laundering
and terrorist financing under the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2003, the Terrorism Act 2006, MAR, the
Money Laundering Regulations 2007 and part VIII of the Financial
Services and Markets Act 2000 (the "Regulations")) and has obtained
all governmental and other consents (if any) which may be required
for the purpose of, or as a consequence of, such allotment, and it
will provide promptly to Peel Hunt such evidence, if any, as to the
identity or location or legal status of any person which Peel Hunt
may request from it in connection with the Placing (for the purpose
of complying with any such laws or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Peel Hunt on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be allotted and/or issued to it or at
its direction pursuant to the Placing being reduced to such number,
or to nil, as Peel Hunt may decide at its sole discretion;
13 that it has identified its clients in accordance with the
Regulations and that it has complied fully with its obligations
pursuant to the Regulations;
14 it has observed the laws of all requisite territories,
obtained any requisite governmental or other consents, complied
with all requisite formalities and paid any issue, transfer or
other taxes due in connection with its application in any territory
and that it has not taken any action which will or might result in
the Company, or Peel Hunt acting in breach of the regulatory or
legal requirements of any territory in connection with the Placing,
application for Placing Shares or the admission to AIM of the
Placing Shares;
15 it will not distribute any press announcement relating to the
Placing or any other offering material, directly or indirectly, in
or into the United States, Japan, New Zealand, South Africa or
Australia or in or into any other jurisdiction where it would be
unlawful to do so or to any person resident in such countries;
16 it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
17 it is a Relevant Person and 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, (ii) it is and will remain liable
to the Company and/or Peel Hunt 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) it is both an
"authorised person" for the purposes of FSMA and a "qualified
investor" as defined at Article 2.1(e)(i) of the Prospectus
Directive acting as agent for such person, and (iv) such person is
either (1) a Qualified Investor or (2) its "client" (as defined in
section 86(2) of FSMA) that has engaged it to act as his agent on
terms which enable it to make decisions concerning the Placing or
any other offers of transferable securities on his behalf without
reference to him;
18 in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, it represents and warrants that:
(a) 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 other than Relevant Persons or
in circumstances in which the prior consent of Peel Hunt has been
given to the offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Relevant Persons,
the offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons;
19 the Placee acknowledges that no offering document, admission
document or prospectus has been, or will be, prepared in connection
with the Placing and it has not received a prospectus, admission
document or other offering document in connection therewith;
20 it has not and will not make any offer to the public of the
Placing Shares for the purposes of section 102B FSMA;
21 it agrees to be bound by the terms of the articles of association of the Company;
22 nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any shares in the capital of the
Company in accordance with FSMA or the UK Prospectus Rules or in
accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
23 (i) it is not, and is not acting in relation to the Placing
as nominee or agent for, a person who is or may be liable to stamp
duty or stamp duty reserve tax in respect of any agreement to
acquire (or any acquisition of) shares or other securities at a
rate in excess of 0.5% (including, without limitation, under
sections 67, 70, 93 or 96 of the Finance Act 1986 concerning
depositary receipts and clearance services), and the allocation,
allotment, issue and/or delivery to it, or any person specified by
it for registration as holder, of Placing Shares will not give rise
to a liability under any such section, (ii) the person whom it
specifies for registration as holder of Placing Shares will be the
Placee or the Placee's nominee, and (iii) neither Peel Hunt nor the
Company will be responsible to it or anyone else for any liability
to pay stamp duty or stamp duty reserve tax resulting from any
breach of, or non-compliance, with this paragraph. Each Placee and
any person acting on behalf of such Placee agrees to participate in
the Placing and it agrees to indemnify the Company and Peel Hunt in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST account or its affiliate or agent who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
24 it will not treat any Placing Shares in any manner that would
contravene any legal or regulatory requirement applicable in any
territory or jurisdiction and no aspect of its participation in the
Placing will contravene any legal or regulatory requirement
applicable in any territory or jurisdiction in any respect or cause
the Company or Peel Hunt or their respective directors, officers,
employees or agents to contravene any such legal or regulatory
requirement in any respect and it has obtained all governmental and
other consents which may be required under the laws of the
applicable territory or jurisdiction;
25 if a Placee is a resident in the UK: i) it is a "qualified
investor" within the meaning of Section 86(7) of FSMA; ii) it is a
person of a kind described in Article 19 and/or Article 49 and/or
43 (2) of the Order and it understands that the information
contained in this Appendix is only directed at any of the
following: (A) persons falling within Article 19 of the Order
having professional experience in matters relating to investments;
(B) persons falling within Article 49 of the Order (including
companies and unincorporated associations of high net worth and
trusts of high value); or (C) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or
investment activity to which this Appendix relates is available to
it as such a person or will be engaged in only with it as such a
person;
26 if a Placee is an investor located within a member state of
the European Economic Area, it is: (i) a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive;
and (ii) a "professional client" or an "eligible counterparty"
within the meaning of Article 4(1)(11) and Article 24(2), (3) and
(4), respectively, of Directive 2004/39/EC as implemented into
national law of the relevant EEA state;
27 (applicable terms and expressions used in this paragraph have
the meanings that they have in Regulation S made under the
Securities Act) (i) the Placing Shares have not been and will not
be registered under the Securities Act or under the securities laws
of any State of or other jurisdiction within the United States,
(ii) subject to certain exceptions, Placing Shares may not be
offered or sold, resold, or delivered, directly or indirectly, into
or within the United States (iii) it is (and any such account for
which it is acting is) either (a) a QIB, who will execute and
return a representation letter to that effect to the Company and
Peel Hunt prior to Admission; or (b) is not within the United
States and will be acquiring Placing Shares in an "offshore
transaction" (iii) neither it, its affiliates, nor any persons
acting on its behalf, has engaged or will engage in any directed
selling efforts with respect to the Placing Shares, (iv) it will
not distribute this document or any offering material relating to
Placing Shares, directly or indirectly, in or into the United
States or to any persons resident in the United States;
28 it is not and, if different, the intended beneficial owner of
the Placing Shares allocated to it is not, and at the time the
Placing Shares are acquired will not be, a resident or national of
Japan, Australia or the Republic of South Africa or a corporation,
partnership or other entity organised under the laws of Australia,
the Republic of South Africa or Japan, and the Placing Shares have
not been and will not be registered under the securities
legislation of Japan, Australia or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
in or into those jurisdictions;
29 the Placee 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 purposes of MAR or it has been
notified by Peel Hunt 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;
30 where the Placee is acquiring Placing Shares for one or more
managed accounts, it represents and warrants that it is authorised
in writing by each managed account: (a) to acquire the Placing
Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgments, undertakings and
agreements in this Appendix; and (c) to receive on its behalf any
investment letter relating to the Placing in the form provided to
it by Peel Hunt;
31 Peel Hunt 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 other Peel Hunt Person or any person associated with
any Peel Hunt Person to do so;
32 time is of the essence as regards its obligations under this Appendix;
33 each right or remedy of the Company or Peel Hunt provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
34 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 Peel Hunt:
35 nothing in this Appendix will exclude any liability of any
person (i) for any contents of the Announcement as a result of such
person being responsible for such contents pursuant to the AIM
Rules for Companies, MAR or applicable law or (ii) for fraud on its
part, and all times and dates in this Appendix are subject to
amendment at the discretion of Peel Hunt except that in no
circumstances will the date scheduled for Admission be later than
the Long Stop Date;
36 none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to be allotted any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing;
37 it has substantial experience in evaluating and investing in
shares of companies similar to the Company such that it is capable
of evaluating the merits and risks of an investment in the Company,
it has such knowledge and experience in financial and business
matters as to be capable of protecting its own interests and
evaluating the merits and risks of an investment in the Company and
it is able to bear the economic risk of a complete loss of its
investment in the Company;
38 it has made an investigation of the pertinent facts relating
to the operation of the Company to the extent it deems necessary in
order to be fully informed with respect thereto;
39 it will indemnify on an after tax basis and hold the Company
and Peel Hunt and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this appendix and further agrees that the
provisions of this appendix shall survive after completion of the
Placing;
40 Peel Hunt does not have any duty to it similar or comparable
to rules of "best execution", "suitability" and "risk warnings" as
set out in the Conduct of Business Sourcebook of the FCA;
41 it accepts that it is not relying on Peel Hunt to advise
whether or not the Placing Shares are in any way a suitable
investment for it;
42 it is entitled to subscribe for or purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder
and complied with all necessary formalities;
43 it irrevocably appoints any director or employee of Peel Hunt
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing Shares
being issued to it;
44 it is not presently acting in concert, as defined in the City
Code on Takeovers and Mergers, with any existing shareholder or
other Placee;
45 each right or remedy of the Company and Peel Hunt provided
for in this Appendix is in addition to any other right or remedy
which is available to such person and the exercise of any such
right or remedy in whole or in part shall not preclude the
subsequent exercise of any such right or remedy;
46 none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to acquire any Placing
Shares under the Placing and no failure by any other Placee to meet
any of its obligations in respect of the Placing shall affect any
of its obligations in respect of the Placing;
47 Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
48 the Placee agrees that the Company and Peel Hunt and others
will rely upon the truth and accuracy of the foregoing
conformations, representations, warranties, acknowledgements
undertakings and agreements which are given by each Placee (or
persons acting on their behalf) to Peel Hunt and the Company and
are irrevocable.
Entire Agreement
The terms set out in this Announcement (including the 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 them. Any variation of such
terms must be in writing.
Governing Law and Jurisdiction
The agreement arising out of acceptance of 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)
shall be governed by and construed in accordance with the laws of
England. Each Placee irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England to settle any claim or
dispute that arises out of or in connection with the agreement
arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASKEASEXEEF
(END) Dow Jones Newswires
June 20, 2017 02:02 ET (06:02 GMT)
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