TIDMSRB
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN OFFER
TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A
REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE EU REGULATION 596/2014
Serabi Gold plc
("Serabi" or the "Company")
Proposed Placing
Further to the announcement dated 23 March 2018, Serabi Gold plc
(AIM:SRB, TSX:SBI) is pleased to announce a proposed placing to raise
gross proceeds of a minimum of US$8.0 million (the "Placing").
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.
Highlights:
-- Intention to raise gross proceeds of a minimum of US$8.0 million through
the issue of new ordinary shares in the Company (the "Placing Shares") at
a price of 3.6 pence per Placing Share (the "Placing Price")
-- The Placing, along with with the previously announced subscription of
US$15.0 million by Greenstone Resources II L.P. ("Greenstone") (the
"Greenstone Subscription") provides the Company with a strong platform to
deliver the Company's ambitions to become a 100,000 ounce per annum gold
producer within two years
-- The Placing Price represents a discount of 12.2 per cent. to the closing
mid price of 4.1 pence per share on 28 March 2018 and a discount of 0.55
per cent. to the closing mid price of 3.62 pence per share on 22 March
2018 being the business day prior to the Greenstone Subscription
-- Funds from the Placing are planned to be used to:
-- undertake Phase 2 of the drilling programme at the Palito and Sao
Chico projects;
-- further advance the recently acquired Coringa Project;
-- commence a regional exploration programme; and
-- repay the US$3.0 million Sprott facility
The completion of the Placing is conditional upon inter alia, the
approval of shareholders at a general meeting of the Company (the
"General Meeting"), admission of the Placing Shares to trading on AIM
and completion of the Greenstone Subscription.
Michael Hodgson, Chief Executive Officer of Serabi, commented:
"The proposed placing alongside the US$15 million raised from the
Greenstone Subscription last week will allow us to accelerate our
development and exploration programmes at Palito, Sao Chico and Coringa,
as well as allowing management to focus on other regional growth
opportunities as well as strengthening the Company's working capital
position."
The announcement should be read in its entirety. In particular, you
should read and understand the information provided in the "Important
Notice" section and the detailed terms and conditions described in the
Appendix.
The person who arranged for the release of this announcement on behalf
of the Company was Clive Line, Director.
Enquiries:
Serabi Gold plc
Michael Hodgson (Chief Executive) Tel: +44 (0)20 7246 6830
Clive Line (Finance Director) Tel: +44 (0)20 7246 6830
Peel Hunt LLP
Sole Bookrunner
Corporate
Ross Allister Tel: +44 (0)20 7418 8900
Richard Crichton Tel: +44 (0)20 7418 8900
James Bavister Tel: +44 (0)20 7418 8900
ECM Syndicate
Al Rae Tel: + 44 (0)20 7418 8642
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Blytheweigh
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Camilla Horsfall Tel: +44 (0)20 7138 3224
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 Serabi Gold plc (the "Company"). No prospectus or admission
document will be made available in connection with the matters contained
in this announcement.
This announcement (including the Appendix) is directed only at: (a)
persons in member states of the European Economic Area who are qualified
investors ("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 amended by Directive 2010/73/EC)) and includes
any relevant implementing directive measure in any member state) (the
"Prospetus Directive"); and (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of
high value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate
it (all such persons together being referenced to as "relevant
persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement (including the Appendix) or any of its contents.
This announcement (including the Appendix) is not for publication or
distribution, directly or indirectly, in or into the United States of
America. 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 in the United
States, except pursuant to an applicable exemption from registration.
There will be no public offering of the Placing Shares in the United
Kingdom, the United States or elsewhere.
This announcement (including the Appendix) is not for release,
publication or distribution, directly or indirectly, in or into the
United States, Australia, New Zealand, Canada, South Africa, Japan or
any jurisdiction where to do so might constitute a violation of local
securities laws or regulations (a "Prohibited Jurisdiction"). This
announcement (including the Appendix) 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 has been issued by and is the sole responsibility of
the Company.
Peel Hunt is acting solely as 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 the 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 respect, 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.
Any indication in this announcement of the price at which the ordinary
shares in the Company have been subscribed for, or bought or sold, in
the past cannot be relied upon as a guide to future performance. No
statement in this announcement is intended to be a profit forecast and
no statement in this announcement should be interpreted to mean that
earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published
earnings per share of the Company. The Placing Shares and the income
from them may go down as well as up and investors may not get back the
full amount invested on disposal of the Placing Shares.
Copies of this announcement are available from the Company's website at
www.serabigold.com.
Neither the London Stock Exchange, the Toronto Stock Exchange, nor any
other securities regulatory authority, has approved or disapproved of
the contents of this announcement.
The GBP/USD exchange used in respect of the Placing is GBP1.00:US$1.415.
Details of the Placing
The Placing is being conducted through an accelerated bookbuilding
process to be undertaken by Peel Hunt acting as sole bookrunner (the
"Bookbuild"). The books for the Placing will open with immediate effect.
The Placing is subject to the terms and conditions set out in Appendix 1
(which forms part of this announcement). The timing of the closing of
the Bookbuild and allocations are at the discretion of Peel Hunt and the
Company. Closing of the Placing will be announced as soon as practicable
after the close of the Bookbuild.
The Placing is not being underwritten and is subject to the conditions
and termination rights set out in the placing agreement between the
Company and Peel Hunt (the "Placing Agreement"). Further details of the
Placing Agreement can be found in the terms and conditions of the
Placing contained in Appendix 1 of this announcement.
The completion of the Placing is conditional upon inter alia, the
approval of shareholders at a general meeting of the Company (the
"General Meeting"), admission of the Placing Shares to trading on AIM
and the completion of the Greenstone Subscription.
At the General Meeting, the Company will be seeking to pass both
ordinary and special resolutions (which will require votes in favour
from at least 75% of the ordinary shares in the Company ("Ordinary
Shares") present and voting at the General Meeting) in order to give
full effect to the Placing.
Fratelli Investments Limited who holds Ordinary Shares representing
approximately 55.13% of the Company's current issued share capital (and
which following the Greenstone Subscription will equate to 38.69% of the
Ordinary Shares in issue and capable of being voted at the General
Meeting) has irrevocably undertaken to vote in favour of the
resolutions.
Greenstone (who, on completion of the Greenstone Subscription, will hold
29.82% of Ordinary Shares in issue and capable of being voted at the
General Meeting), has, subject to the completion of the Greenstone
Subscription, irrevocably undertaken to vote in favour of the
resolutions.
The Placing Shares will rank pari passu with the existing issued
ordinary shares.
Subject to shareholder approval at the General Meeting, application will
be made to the London Stock Exchange for the Placing Shares to be
admitted to trading on AIM ("Admission"). Recognising the obligations
and requirements resulting from the listing of the shares of the Company
in Canada, it is expected that Admission will take place at 8:00 a.m. on
or around 14 May 2018 and in any event no later than 14 June 2018.
Concurrently the Placing Shares will be listed for trading on the TSX.
A circular convening the General Meeting with an accompanying
explanatory memorandum which provides further information on the
proposed resolutions to be considered at the General Meeting will be
sent to shareholders shortly. This circular will be available at
www.serabigold.com.
The Appendix sets out further information relating to the Bookbuild and
the terms and conditions of the Placing.
Background to and reasons for the Placing
Following positive feedback from the Greenstone Subscription, the
Company decided to pursue a placing to give access to further capital
and to widen its shareholder base through the introduction of a broad
range of investors who are also supportive of the Company's plans and
ambitions. The further funds raised pursuant to the Placing will allow
the Company to accelerate further exploration and evaluation work at
Palito, Sao Chico and Coringa and develop additional growth
opportunities as the Company moves towards its targeted production of
100,000 ounces of gold per annum.
As announced on 23 March 2018, as well as providing working capital for
the Company's recently acquired Coringa Gold Project ("Coringa"), the
Greenstone Subscription will allow the Company to expand its current
8,000 metre drill programme. This current programme is focusing on step
out drilling on the current Palito mineral resources, and the Greenstone
Subscription allows the Company to continue this programme at Palito
beyond the current 8,000 metres, as well as commence drilling at Sao
Chico, where drilling will focus on step out drilling within the mining
tenement as well as drilling the geophysical anomalies identified in
2016. The Company intends to use part of the Placing proceeds to
complete a Phase 2 drilling programme, which comprises drilling the 2011
discoveries at Palito which do not currently form part of the Group's
mineral resources, whilst at Sao Chico step out drilling will be
undertaken along strike and beyond the limits of the current mining
tenement.
The Placing proceeds will also enable Serabi to accelerate its regional
exploration programme and enable the early repayment of US$3 million of
the Company's total US$8 million loan with Sprott Resources Lending
Partnership.
Use of proceeds
The directors intend to use the proceeds from the Placing (exclusive of
costs and commissions which will be met from existing resources) as
follows:
Use of the Placing procceds
Coringa Drilling US$2m
Regional Exploration (Airborne Geophysics) US$1m
Drilling programme Palito and Sao Chico - Phase 2 US$2m
Retirement of Sprott Loan US$3m
Minimum gross proceeds US$8m
As announced on 23 March 2018, the proceeds for the Greenstone
Subscription will be used as follows:
Use of Greenstone Subscription proceeds
Second Installment of acquisition payment for Coringa US$5m
project which following agreement with the Vendors
is now due on 16 April 2018
2018 Working Capital for Coringa US$4m
Expansion of Drilling programme Palito and Sao Chico US$4m
- Phase 1
Corporate Working Capital US$2m
Use of Greenstone subscription US$15m
Qualified Persons Statement
The scientific and technical information contained within this
announcement has been reviewed and approved by Michael Hodgson, a
Director of the Company. Mr Hodgson is an Economic Geologist by training
with over 26 years' experience in the mining industry. He holds a BSc
(Hons) Geology, University of London, a MSc Mining Geology, University
of Leicester and is a Fellow of the Institute of Materials, Minerals and
Mining and a Chartered Engineer of the Engineering Council of UK,
recognizing him as both a Qualified Person for the purposes of Canadian
National Instrument 43-101 and by the AIM Guidance Note on Mining and
Oil & Gas Companies dated June 2009.
Glossary of Technical Terms
The following is a glossary of technical terms:
Note: Mineral resources and reserves were estimated in conformity with
the widely accepted CIM Estimation of Mineral Resource and Mineral
Reserves Best Practices Guidelines (the "Guidelines") and are reported
in accordance with the Canadian Securities Administrators' National
Instrument 43-101" and the definitions applicable to individual
categories of reserves and resources are set out in the Guidelines. The
Glossary below includes only a summary of these definitions and readers
can access the full definitions at
http://web.cim.org/standards/menupage.cfm?sections=177&menu=178
"Au" means gold.
"CIM" means Canadian Institute of Mining, Metallurgy and Petroleum.
"development" - excavations used to establish access to the mineralised
rock and other workings.
"grade" is the concentration of mineral within the host rock typically
quoted as grams per tonne (g/t), parts per million (ppm) or parts per
billion (ppb).
"g/t" means grams per tonne.
"Indicated Mineral Resource" is that part of a Mineral Resource for
which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient
to allow the appropriate application of technical and economic
parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and
drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.
"Inferred Mineral Resource" is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on
limited information and sampling gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill
holes.
"Measured Mineral Resource" is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape, and physical
characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical
and economic parameters, to support production planning and evaluation
of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration, sampling and testing information
gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough
to confirm both geological and grade continuity.
"Mineral Resource" is a concentration or occurrence of diamonds, natural
solid inorganic material, or natural solid fossilized organic material
including base and precious metals, coal, and industrial minerals in or
on the Earth's crust in such form and quantity and of such a grade or
quality that it has reasonable prospects for economic extraction. The
location, quantity, grade, geological characteristics and continuity of
a Mineral Resource are known, estimated or interpreted from specific
geological evidence and knowledge.
"Mineral Reserve" is the economically mineable part of a Measured or
Indicated Mineral Resource demonstrated by at least a Preliminary
Feasibility Study. This Study must include adequate information on
mining, processing, metallurgical, economic and other relevant factors
that demonstrate, at the time of reporting, that economic extraction can
be justified. A Mineral Reserve includes diluting materials and
allowances for losses that may occur when the material is mined.
"Probable Mineral Reserve" is the economically mineable part of an
Indicated and, in some circumstances, a Measured Mineral Resource
demonstrated by at least a Preliminary Feasibility Study. This Study
must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of
reporting, that economic extraction can be justified.
"Proven Mineral Reserve" is the economically mineable part of a Measured
Mineral Resource. A Proven Mineral Reserve implies a high degree of
confidence in the Modifying Factors.
"t" means tonnes
"Vein" is a generic term to describe an occurrence of mineralised rock
within an area of non-mineralised rock.
APPIX 1
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, CANADA, NEW ZEALAND 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; OR (C) 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 OFFENCE 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:
1. 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;
2. 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
3. it is located outside the United States and acquiring the Placing Shares
in an "'offshore transaction" meeting the requirements of Regulation S
under the Securities Act;
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, Canada, New Zealand, Japan or 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.
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, Canada, New Zealand,
Japan or South Africa. Accordingly, the Placing Shares may not (unless
an exemption under the relevant securities laws is applicable) be
offered, sold resold or delivered, directly or indirectly, in or into
Australia, Canada, New Zealand, Japan or 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.
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 on or
around 14 May 2018 and, in any event, the latest date for Admission is
14 June 2018 (the "Long Stop Date").
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares
the subject of the Placing are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of "professional
clients" and "eligible counterparties", each as defined in MiFID II; and
(ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note
that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Peel Hunt will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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. 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.
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.
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. 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 orders 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 make an order in the Bookbuild, prospective Placees should communicate
their order by telephone to their usual sales contact at Peel Hunt. Each
order should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Orders 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 4.30 pm on 29 March 2018
but may be closed earlier or later at the discretion of Peel Hunt. Peel
Hunt may, in agreement with the Company accept orders 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 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 4 and 5 above, Peel Hunt may choose to accept
orders, 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 orders for this purpose on such basis as it may determine.
Peel Hunt may also, notwithstanding paragraphs 4 and 5 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 an order after
that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting an order after that time. The Company and
Peel Hunt acting together reserve the right not to accept orders or to
accept orders in part rather than in whole.
9. An order 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 Hunt's 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 14 May 2018 ("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.
Application for Admission to Trading on AIM
Application will be made to London Stock Exchange plc ("LSE") for the
Placing Shares to be admitted to trading on AIM, the market owned and
operated by the LSE ("AIM"), ("Admission"). Admission will occur on a
date to be advised but expected to be on or around 8.00 am on 14 May
2018 (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).
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 Contract Note
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 14 May 2018
in CREST on a T+29 basis in accordance with the instructions set out in
the Contract Note. Settlement will be through Peel Hunt against CREST
ID: 871.
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 Contract Note is copied and
delivered immediately to the relevant person within that organisation.
Trade date: 29 March 2018
Settlement date: 14 May 2018 (Electronic)
ISIN code for the Placing Shares: GB00B4T0YL77
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 dated 23 March 2018 made between the Company
and Greenstone Resources II LP in relation to Greenstone's subscription
for 297,759,419 new ordinary shares in the Company not having lapsed or
been terminated and having been completed in accordance with its terms;
4. the passing of the resolutions to authorise the issue of the Placing
Shares and to dis-apply pre-emptions in respect of the Placing Shares at
the General Meeting of the Company;
5. Admission taking place by the relevant time and date as stated in the
Announcement; and
6. 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 setoff 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 (excluding this Appendix)
is exclusively the responsibility of the Company and that neither Peel
Hunt nor any person acting on its 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. 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;
7. 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;
8. 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;
9. 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;
10. 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;
11. 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;
12. 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;
13. 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, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 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;
14. that it has identified its clients in accordance with the Regulations and
that it has complied fully with its obligations pursuant to the
Regulations;
15. 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;
16. 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;
17. 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;
18. 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;
19. 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:
1. 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
2. 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;
20. 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;
21. it has not and will not make any offer to the public of the Placing
Shares for the purposes of section 102B FSMA;
22. it agrees to be bound by the terms of the articles of association of the
Company;
23. 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;
24. (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 per cent.
(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 noncompliance,
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;
25. 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;
26. 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;
27. 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 set out in MiFID
II and as implemented into national law of the relevant EEA state;
28. (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) 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;
29. 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 Canada, Japan, Australia,
New Zealand or the Republic of South Africa or a corporation, partnership
or other entity organised under the laws of Australia, Canada, New
Zealand, South Africa or Japan, and the Placing Shares have not been and
will not be registered under the securities legislation of Canada, Japan,
Australia, New Zealand or 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;
30. 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, Canada, 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;
31. 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;
32. it acknowledges that 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;
33. it understands that time is of the essence as regards its obligations
under this Appendix;
34. 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;
35. 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;
36. 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;
37. 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;
38. 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;
39. 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;
40. if acting as a "distributor" (for the purposes of the MiFID II Product
Governance Requirements):
1. it acknowledges that the Target Market Assessment undertaken by
Peel Hunt does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares, and each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels;
2. notwithstanding any Target Market Assessment undertaken by Peel
Hunt, it confirms that it has satisfied itself as to the
appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the Placing Shares and that it has considered
the compatibility of the risk/reward profile of such Placing
Shares with the end target market;
3. it acknowledges that the price of the Placing Shares may decline
and investors could lose all or part of their investment; the
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
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 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;
43. it is not presently acting in concert, as defined in the City Code on
Takeovers and Mergers, with any existing shareholder or other Placee;
44. 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;
45. 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;
46. 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
47. 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 announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Serabi Gold plc via Globenewswire
http://www.serabigold.com
(END) Dow Jones Newswires
March 29, 2018 02:02 ET (06:02 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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