TIDMUKOG
RNS Number : 4820R
UK Oil & Gas Investments PLC
15 June 2018
UK Oil & Gas Investments PLC
("UKOG" or the "Company")
GBP5.5 Million Funding Completed
UK Oil & Gas Investments PLC (London AIM: UKOG) is pleased
to announce that it has raised gross proceeds of GBP5.5 million via
an oversubscribed share placing.
The placing's issue price of 0.9 pence per share represents an
approximate 12% discount to the closing price on 13th June 2018,
the date the pricing of the issue was determined, and prior to the
receipt of the Oil and Gas Authority's Horse hill Extended Flow
Test ("EWT") consent as announced on 14(th) June 2018. A total of
611,111,105 new ordinary shares in UKOG have been placed with new
and existing investors.
Use of Proceeds
The net placing proceeds will be used to implement UKOG's stated
wider corporate strategy as follows:
-- Funding its portion of the Horse Hill-2 appraisal well, which
in the event of a successful EWT outcome, is planned to directly
follow the EWT in late 2018/early 2019. The well will be drilled as
a future Portland producing well.
-- Prepare and submit regulatory applications to convert Horse
Hill into production given a successful EWT outcome
-- Lease two well sites, prepare and submit regulatory
applications for two new exploration wells in PEDL234, aimed at
demonstrating that the Kimmeridge Limestone play is commercially
viable across UKOG's extensive licence interests
-- Lease well site, prepare and submit regulatory applications
necessary to drill and appraise the Arreton oil discovery, which
currently has an estimate of 10.2 million barrels UKOG Net P50
Contingent (recoverable) Resources.
-- Funding UKOG's share of the planned Portland and Kimmeridge
Holmwood exploration well which currently has an estimate 0.92
million barrels UKOG Net P50 Prospective Resources
Admission and Settlement
Application will be made for the admission to trading on AIM of
611,111,105 new Ordinary Shares ("Admission"). Admission is
expected to occur on 21 June 2018. Following Admission, the Company
will have 4,504,189,479 Ordinary Shares in issue. There are no
shares held in treasury. The total voting rights in the Company are
therefore 4,504,189,479 and shareholders may use this figure as the
denominator by which they are required to notify their interest in,
or change to their interest in, the Company under the Disclosure
Guidance and Transparency Rules. The placing is conditional upon
the terms of a placing agreement with WH Ireland and shares being
admitted to trading on AIM.
For further information, please
contact:
UK Oil & Gas Investments PLC
Stephen Sanderson / Kiran Morzaria Tel: 01483 243450
WH Ireland (Nominated Adviser
and Broker)
James Joyce / James Sinclair-Ford Tel: 020 7220 1666
Cenkos Securities PLC (Joint
Broker)
Joe Nally / Neil McDonald Tel: 0207 397 8919
Public Relations
Brian Alexander Tel: 01483 243450
TERMS AND CONDITIONS OF THE PLACING
THE PLACING ANNOUNCEMENT ("ANNOUNCEMENT") OF UK OIL & GAS
INVESTMENTS PLC (THE "COMPANY" OR "UKOG") DATED 15 JUNE 2018 WHICH
ACCOMPANIES THESE TERMS AND CONDITIONS AND THE INFORMATION
CONTAINED IN THE ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM A PROHIBITED JURISDICTION.
TERMS DEFINED IN THE ANNOUNCEMENT SHALL HAVE THE SAME MEANINGS
IN THESE TERMS AND CONDITIONS, SAVE AS DEFINED OR PROVIDED FOR
OTHERWISE.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE 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"); AND (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"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (C) PERSONS OUTSIDE OF THE
UNITED KINGDOM TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN
COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE STATE IN
WHICH THEY ARE A NATIONAL AND/OR RESIDENT (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS
DO NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THE 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 THE ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY WH IRELAND LIMITED
("WH IRELAND")) 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 the Announcement, including
these Terms and Conditions, 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 these Terms and Conditions. In particular, each such
Placee represents, warrants and acknowledges to WH Ireland 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 in that capacity; and
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 WH Ireland 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.
The Company and WH Ireland will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
undertakings. WH Ireland does not make any representation to any
Placees regarding an investment in the Placing Shares referred to
in the Announcement (including these Terms and Conditions).
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 any jurisdiction in which it is
unlawful to do so ("Prohibited Jurisdiction"). Persons (including,
without limitation, custodians, nominees and trustees) into whose
possession the Announcement and these Terms and Conditions may come
are required by the Company to inform themselves about and to
observe any restrictions of transfer of the 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 the
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 the
Announcement or the Placing 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 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 the
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; 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 a Prohibited Jurisdiction. 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 a Prohibited Jurisdiction.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) 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 offer.
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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of these Terms and Conditions or the Announcement of which it forms
part should seek appropriate advice before taking any action.
Terms defined elsewhere in the Announcement have the same
meaning in these Terms and Conditions, unless the context requires
otherwise.
Various dates referred to in the Announcement 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 21 June 2018 and, in any event, the latest date for
Admission is 30 June 2018 (the "Long Stop Date").
The Placing
WH Ireland has entered into a Placing Agreement with the Company
under which WH Ireland has undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price, being 0.9 pence per Placing Share, on the terms and
subject to the conditions set out in these Terms and Conditions. To
the extent WH Ireland does not procure subscribers for Placing
Shares as required, including those Placees procured by the
Company, WH Ireland will not itself subscribe for such shares.
These Terms and Conditions give details of the terms and
conditions of, and the mechanics of the participation of the
Placees in, the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares in issue ("Existing Ordinary Shares"), including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Existing Ordinary Shares after
the date of issue of the Placing Shares.
WH Ireland 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. WH Ireland 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 WH Ireland, 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 these Terms and Conditions. Each Placee's obligation to be
allotted and pay for Placing Shares under the Placing will be owed
to each of the Company and WH Ireland. Each Placee will be deemed
to have read these Terms and Conditions in their entirety.
Neither WH Ireland nor or any shareholder, director, officer,
employee or agent of WH Ireland or any of their group companies
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 the LSE for the Placing Shares to be
admitted to trading on AIM. It is expected that Admission will take
place at 8.00 am on 21 June 2018 (or such later date as may be
agreed between the Company and WH Ireland, provided that such date
is no later than 30 June 2018 (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 WH
Ireland.
1. WH Ireland is arranging the Placing as sole placing agent and broker of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by WH
Ireland. WH Ireland and its respective affiliates are entitled to
acquire Placing Shares as principal.
3. 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 WH Ireland in their absolute discretion.
4. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland and a trade confirmation or contract
note will be dispatched as soon as possible thereafter (the
"Contract Note"). These Terms and Conditions will be deemed to be
incorporated into the Contract Note. WH Ireland's oral or emailed
confirmation to such Placee will constitute an irrevocable and
legally binding commitment upon such person (who will at that point
become a Placee) in favour of WH Ireland 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 these Terms and Conditions (which are deemed to be
incorporated in such trade confirmation or contract note) and in
accordance with the Company's articles of association ("Articles of
Association").
5. Any acquisition of Placing Shares will be made on the terms
and subject to the conditions in these Terms and Conditions and
will be legally binding on the Placee on behalf of which it is made
and, except with WH Ireland'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 WH Ireland (or as WH Ireland 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 WH
Ireland.
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 Placing will be subject to
fulfilment of the conditions referred to below under "Conditions to
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 Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable
rules of AIM, neither WH Ireland not any of its 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 WH Ireland shall not have any liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither WH Ireland nor any of its affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Placing.
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 is
expected to be on or around 21 June 2018 ("Closing Date").
All such times and dates will be subject to amendment at WH
Ireland'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 the
Announcement and the terms and conditions contained in these Terms
and Conditions.
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 WH Ireland for the Company and WH
Ireland 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 WH Ireland'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 Placing, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
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 WH Ireland 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 21
June 2018 in CREST on a T+5 basis in accordance with the
instructions set out in the trade confirmation. Settlement will be
through WH Ireland against CREST ID: 601 A/C: WRCLT.
Following the close of the Placing, each Placee allocated
Placing Shares in the Placing will be sent a 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 WH Ireland.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Trade date: 14 June 2018
Settlement date: 21 June 2018 (Electronic)
ISIN code for the Placing Shares: GB00B9MRZS43
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
WH Ireland 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 WH Ireland in the event that the Company
or WH Ireland 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 WH Ireland 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
WH Ireland has entered into the Placing Agreement with the
Company under which WH Ireland 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 these Terms and Conditions 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 WH Ireland;
3. Admission taking place by the relevant time and date to be stated in the Announcement; and
4. the Placing Agreement becoming unconditional in all other respects.
If:
-- 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 WH Ireland by the respective time or
date where specified (or such later time or date as the Company and
WH Ireland may agree);
-- any of such conditions becomes incapable of being fulfilled; or
-- 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.
WH Ireland 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 the Announcement.
WH Ireland 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 WH Ireland 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 WH Ireland 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 WH Ireland.
Termination
The Placing Agreement may be terminated by WH Ireland at any
time prior to Admission in certain circumstances including, among
other things, following the Company failing to comply with its
obligations under the Placing Agreement 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 WH Ireland
whether or not to extend the time for satisfaction of any condition
in the Placing Agreement will be within the absolute discretion of
WH Ireland. Following Admission, the Placing Agreement is not
capable of rescission or termination in respect of the Placing.
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 WH Ireland of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of WH Ireland, and that WH
Ireland 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
WH Ireland 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 WH Ireland'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 WH Ireland 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 WH Ireland 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, WH Ireland): (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 WH
Ireland 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 WH Ireland 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 WH Ireland
By agreeing with WH Ireland to acquire Placing Shares under the
Placing, 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 WH
Ireland (in its capacity as placing agent) and each of its
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:
(a) it has read the Announcement in full, including these Terms
and Conditions, and agrees to and accepts all the terms set out in
the Announcement, including these Terms and Conditions 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;
(b) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in these Terms and
Conditions and will not be subject to rescission or termination by
it in any circumstances;
(c) it accepts that the content of the Announcement is
exclusively the responsibility of the Company and that neither WH
Ireland nor any person acting on its respective behalf has or shall
have any liability for any information, representation or statement
contained in the 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 the
Announcement or otherwise;
(d) 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 WH Ireland or the Company or their
respective directors, employees, officers or agents or any other
person and neither of WH Ireland nor the Company, including
employees or agents nor any person acting on behalf of any of WH
Ireland 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;
(e) it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
(f) 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;
(g) 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;
(h) it is not a client of WH Ireland in relation to the Placing
and WH Ireland 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 WH Ireland 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 WH Ireland
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 WH Ireland which it may
have in respect thereof;
(i) 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 WH Ireland, failing which the relevant Placing Shares
may be placed with other placees or sold as WH Ireland 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;
(j) 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 WH Ireland
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;
(k) 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 ("CJA"), Market
Abuse Regulation EU No 596/2014 ("The Market Abuse Regulation"),
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,
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 WH Ireland such
evidence, if any, as to the identity or location or legal status of
any person which WH Ireland 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 WH Ireland 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 WH Ireland may
decide at its sole discretion;
(l) unless paragraph (m) below applies, it has neither received
nor relied on any inside information (for the purpose of and
section 56 of the CJA) in relation to its participation in the
Placing;
(m) if it has received any inside information (for the purposes
of the Market Abuse Regulation and section 56 of the CJA) in
relation to the Company and its securities, it confirms that it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
(n) that it has identified its clients in accordance with the
Regulations and that it has complied fully with its obligations
pursuant to the Regulations;
(o) 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 WH Ireland 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;
(p) it will not distribute any press announcement relating to
the Placing or any other offering material, directly or indirectly,
in or into a Prohibited Jurisdiction;
(q) it has complied and will comply with all applicable
provisions of 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;
(r) 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 WH Ireland 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;
(s) 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:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons other than Relevant Persons or
in circumstances in which the prior consent of WH Ireland has been
given to the offer or resale; or
(ii) 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;
(t) 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;
(u) it has not and will not make any offer to the public of the
Placing Shares for the purposes of section 102B FSMA;
(v) it agrees to be bound by the terms of the Articles of Association;
(w) 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;
(x) (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 WH Ireland 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 WH Ireland 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;
(y) 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 WH Ireland 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;
(z) 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 these Terms and Conditions 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 these Terms and Conditions relates is
available to it as such a person or will be engaged in only with it
as such a person;
(aa) 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;
(bb) (applicable terms and expressions used in this paragraph
have the meanings that they have in Regulation S made under the US
Securities Act) (i) the Placing Shares have not been and will not
be registered under the US Securities Act or under the securities
laws of any State of or other jurisdiction within the United
States, (ii) the Placing Shares will not be offered or sold,
resold, or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any US
person (as defined in Regulation S under the US Securities Act),
(iii) it has not offered, sold or delivered and will not offer sell
or deliver any of the Placing Shares to persons within the United
States, directly or indirectly, (iv) 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,
(v) it will not be receiving Placing Shares with a view to resale
in or into the United States, and (vi) 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;
(cc) 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
a Prohibited Jurisdiction or a corporation, partnership or other
entity organised under the laws of a Prohibited Jurisdiction, and
the Placing Shares have not been and will not be registered under
the securities legislation of a Prohibited Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in
or into a Prohibited Jurisdiction;
(dd) the Placee has consented to receive information in respect
of securities of the Company and other price-affected securities
(as defined in FSMA) which makes it an "insider" for the purposes
of Part V of FSMA and the Market Abuse Regulation, and it agrees
not to deal in any securities of the Company until such time as the
inside information (as defined in FSMA) of which it has been made
aware has been made public for purposes of FSMA or it has been
notified by WH Ireland 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;
(ee) 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 these Terms and Conditions; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
(ff) WH Ireland 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 WH Ireland person to do so;
(gg) time is of the essence as regards its obligations under these Terms and Conditions;
(hh) each right or remedy of the Company and WH Ireland provided
for in these Terms and Conditions 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;
(ii) 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 WH Ireland:
(jj) nothing in these Terms and Conditions 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 or applicable law or (ii)
for fraud on its part, and all times and dates in these Terms and
Conditions are subject to amendment at the discretion of WH Ireland
except that in no circumstances will the date scheduled for
Admission be later than the Long Stop Date;
(kk) 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;
(ll) 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;
(mm) 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;
(nn) it will indemnify on an after tax basis and hold the
Company and WH Ireland 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 these Terms and Conditions and
further agrees that the provisions of these Terms and Conditions
shall survive after completion of the Placing;
(oo) WH Ireland 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;
(pp) it accepts that it is not relying on WH Ireland to advise
whether or not the Placing Shares are in any way a suitable
investment for it;
(qq) it is entitled to subscribe for or purchase the Placing
Shares under the laws and regulations 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;
(rr) it irrevocably appoints any director or employee of WH
Ireland 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;
(ss) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder
or other Placee;
(tt) each right or remedy of the Company and WH Ireland provided
for in these Terms and Conditions 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;
(uu) 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;
(vv) WH Ireland 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
(ww) the Placee agrees that the Company and WH Ireland 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 WH Ireland and the Company and are
irrevocable.
Entire Agreement
The terms set out in the Announcement (including these Terms and
Conditions) 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).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFIMMTMBMBTBP
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