THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA, NEW ZEALAND OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR
REGULATION.
THE INFORMATION
CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Anglesey Mining
Plc
("Anglesey
Mining", the "Company" or the "Group")
(AIM:AYM)
Proposed Placing to raise approximately
£0.5m
Anglesey Mining
Plc (AIM:AYM) is pleased to announce its intention to
raise gross proceeds of approximately £0.5m by means of a proposed
placing (the "Placing") of new ordinary shares of
£0.01 ("Ordinary Shares") each in the capital of
the Company (the "Placing Shares"), to
certain institutional and other investors at a price of 1.5p pence
per share (the "Issue Price") with an associated
warrant of one warrant to subscribe for one ordinary share in the
Company at a price of 2.5p for every two Placing Shares subscribed
for (the "Investor Warrants"), the details of
which are set out
below.
Due to latent demand
arising from the placing and subscription announced by the Company
on 16 May 2023, the Company has
elected to undertake a follow-on fundraise on the same terms as the
previous capital raising and to give investors a further chance to
participate.
In addition, and in
accordance with its rights under the Juno Investment Agreement,
Juno has also indicated its intention to convert debt for equity by
way of direct subscription for up to 6,950,000 new Ordinary Shares,
capped at pro-rata ownership
level.
The Issue Price does not
represent a discount or a premium to the Closing Price of
1.5 pence per Ordinary Share on
24 July 2023 being the latest
practicable business day prior to the publication of this
Announcement.
The Placing is to be
conducted by way of an accelerated bookbuild (the
"Bookbuild") process which will commence
immediately following this Announcement and will be subject to the
terms and conditions set out in the Appendix to this
Announcement.
The Placing and
Subscription are conditional only on admission of the Placing
Shares and Subscription Shares to trading on
AIM.
A further announcement
confirming the closing of the Bookbuild and the number of Placing
Shares and Subscription Shares to be issued pursuant to the Placing
and Subscription is expected to be made in due
course.
WH Ireland Limited
("WH Ireland") is acting as bookrunner in relation
to the Placing.
Capitalised terms used but not otherwise defined in
this Announcement shall have the meanings ascribed to such terms at
the end of the Appendix to this Announcement, unless the context
requires otherwise.
Fundraising
Highlights
-
Placing to raise approximately £0.5m
(before expenses) from certain existing shareholders and other
institutional
investors.
-
Placing to be conducted via an accelerated
bookbuild process launching
today.
-
Associated conversion of debt to equity by
Juno to be effected by way of the Subscription in line with the
Juno Investment
Agreement.
Reasons for the
Placing, Use of Proceeds and Transaction
Summary
The Company is undertaking
the Placing to progress its corporate and operational strategy and
the net proceeds will therefore be applied
towards:
-
Commence drilling of the
Northern Copper Zone at Parys
Mountain
-
Continuing to advance the
permitting and Environmental Impact and Social Assessment of Parys
Mountain
-
Commence baseline studies
for the Grängesberg Iron Ore Mine;
and
-
General working capital
purposes
The
Placing
The Company intends to
raise gross proceeds of up to £0.5m (before expenses) from
participants in the Placing.
WH Ireland is acting as
Bookrunner ("Bookrunner") in connection with the
Placing. The Placing Shares are being offered by way of an
accelerated bookbuild (the "Bookbuild"), which
will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in the Appendix to
this
Announcement.
Admission of the Placing
Shares is conditional, inter alia, upon the placing
agreement dated 25 July 2023 between
the Company and the Bookrunner (the "Placing
Agreement") not having been terminated and becoming
unconditional in respect of such
shares.
The Placing is also
conditional upon, amongst other
things:
-
admission of the Placing
Shares becoming effective by no later than 8.00 a.m. on 31 July
2023 (or such later time and / or date as the Company and
Bookrunner shall agree, not being later than 28 August
2023);
·
the delivery by the Company to the Bookrunner of certain documents
required under the Placing
Agreement;
·
the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to admission of the Placing
Shares;
·
the Placing Agreement not having been terminated by the Bookrunner
in accordance with its
terms.
The timing of the closure
of the Bookbuild and the allocation of the Placing Shares to be
issued at the Issue Price are to be determined at the discretion of
the Company and the
Bookrunner.
Terms of the
Investor
Warrants
The Investor Warrants are
exercisable at any time in the 18 months following admission at a
price of 2.5 pence per Ordinary
Share. The warrant certificates will be issued by the Company to
the respective investors after the date of admission (which is
expected to become effective on or around 31
July
2023).
Admission to
trading
Application will be made
to the London Stock Exchange for admission of the Placing Shares to
trading on AIM. It is expected that admission will become effective
and dealings in the Placing Shares will commence at 8.00 a.m. on or around 31
July
2023.
The Placing Shares will be
issued fully paid and will rank pari passu in all
respects with the Company's existing Ordinary
Shares.
A further announcement
will be made following the closure of the Bookbuild, confirming
final details of the
Placing.
The Placing is not being
underwritten and the Placing is not conditional on a minimum amount
being
raised.
The person responsible for
arranging for the release of this announcement on behalf of
Anglesey is Danesh
Varma.
For further information on
the Company, please visit www.angleseymining.co.uk
or
contact:
Enquiries:
Anglesey Mining
Plc
www.angleseymining.co.uk
John Kearney,
Chairman
Tel: +1 647 728 4106
Jo
Battershill, Chief
Executive
Tel: +44 (0) 7540 366000
Davy (Nominated
Adviser & Joint
Broker)
Brian Garrahy / Daragh
O'Reilly
Tel: +353 1 679 6363
WH Ireland Limited
(Joint Broker and
Bookrunner)
Harry Ansell / Daniel
Bristowe
Tel: +44 (0) 207 220 1666
Katy Mitchell / Andrew
de Andrade
Note:
All time references in this document are to
London, UK
time.
These dates are given on the basis of the
Board's current expectations, are indicative only and are subject
to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by
announcement through a Regulatory Information
Service.
Shareholders may not use any electronic
address provided in this document or any related documents to
communicate with the Company for any purpose other than those
expressly stated.
FURTHER DETAILS OF THE
PROPOSED PLACING
Further details of
the Placing
Pursuant to the Placing
Agreement, the Bookrunner, as agent for the Company, has
conditionally agreed to use its reasonable endeavours to procure
subscribers at the Issue Price for the Placing
Shares.
The Bookrunner intends to
conditionally place the Placing Shares with certain institutional
and other investors at the Issue
Price.
The Company intends to
raise gross proceeds of approximately £0.5m pursuant to the
Placing. In addition, and in accordance with its rights under the
Juno Investment Agreement, Juno has also indicated its intention to
convert debt for equity by way of direct subscription for the
Subscription Shares. The Placing Shares and the Subscription Shares
are expected to be admitted to trading on AIM on or around
31 July 2023 (or such later date and
/ or time as the Bookrunner and the Company may agree, being no
later than 8.00 a.m. on 28 August
2023).
Admission of the Placing
Shares is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in
respect of such shares.
The Bookrunner (acting in
good faith) has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including (but not
limited to): in the event that there is a breach of any of the
warranties set out in the Placing Agreement or there is a Material
Adverse Change in the opinion of the Bookrunner (acting in good
faith). The Bookrunner may also terminate the Placing Agreement if
there has been a change in certain international financial markets,
a suspension of trading on certain stock exchanges or a material
disruption in commercial banking or securities settlement or
clearance which, in the opinion of the Bookrunner (acting in good
faith), would materially prejudice the Placing or Admission or
makes it impractical or inadvisable to proceed with the Placing. If
this termination right is exercised or if the conditionality in the
Placing Agreement is not satisfied, the Placing will not
proceed.
The Placing is not being
underwritten. The Placing is not conditional on a minimum amount
being raised.
Placing Shares and
Subscription Shares
The Placing Shares and the
Subscription Shares, when issued, will be fully paid and will rank
pari passu in all respects with the Existing Ordinary
Shares in issue, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Application will be made
to London Stock Exchange for admission of the Placing Shares and
the Subscription Shares to trading on
AIM.
It is expected that
Admission will take place on or around 8.00
a.m. 31 July 2023 and that
dealings in the Placing Shares and the Subscription Shares on AIM
will commence at the same
time.
IMPORTANT
INFORMATION
The distribution of this
announcement, including its Appendix (together, the
"Announcement") and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Bookrunner that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about, and to observe such restrictions. In particular, the
Announcement is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United
States, Australia,
Canada, Japan, South
Africa, New Zealand or any
other jurisdiction in which publication, release or distribution
would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for shares in
the capital of the Company in the United
States, Australia,
Canada, Japan, South
Africa, New Zealand or any
other state or jurisdiction. This Announcement has not been
approved by the London Stock Exchange. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The Placing Shares have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or other
jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent
registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States.
The Placing Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United
States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, South
Africa or to, or for the account or benefit of, any
national, resident or citizen of the
United States, Australia,
Canada, Japan or the Republic of South
Africa.
No public offering of the
Placing Shares is being made in the
United States, United
Kingdom or elsewhere. All offers of the Placing Shares will
be made pursuant to an exemption under the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Prospectus
Regulation") or the Prospectus Regulation as it forms part
of domestic UK law pursuant to the EUWA ("UK Prospectus
Regulation") and other enacting measures (as the case may
be) from the requirement to produce a prospectus. This Announcement
is being distributed to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not
apply.
No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation or UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States who are Qualified
Investors (as defined in Article 2(E) of the Prospectus
Regulation); and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
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");
(ii) are persons falling within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"Relevant
Persons").
This Announcement and the
terms and conditions set out herein must not be acted on or relied
on by persons who are not Relevant Persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
This Announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the industries in which the Group operates. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules or other
applicable legislation or regulation, neither the Company nor the
Bookrunner undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this
Announcement or incorporated by reference into this Announcement is
intended to constitute a profit forecast or profit estimate for any
period, nor should any statement be interpreted to mean that
earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
the Company.
- Announcement contains
information regarding the Company's business and the markets in
which it operates and competes, which the Company has obtained from
various third party sources. Where information has been sourced
from a third party it has been accurately reproduced and, so far as
the Company is aware and is able to ascertain from the information
published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
Such information has not been audited or independently
verified.
Certain data in this
Announcement, including financial, statistical and operating
information, has been
rounded.
This Announcement is for
information purposes only and shall not constitute an offer to buy,
sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
This Announcement has been
issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by the Bookrunner or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly
disclaimed.
J&E Davy
("Davy"), which is authorised and regulated in
Ireland by the Central Bank of
Ireland, is acting as nominated
adviser to the Company and no one else in connection with the
matters described in this Announcement and will not be responsible
to any person for providing the protections afforded to customers
of Davy or for advising any other person in connection with any
matter referred to herein. The responsibilities of Davy as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or
otherwise.
WH Ireland Limited
("WHI"), which is authorised and regulated in
Ireland by the Financial Conduct
Authority, is acting as nominated adviser to the Company and no one
else in connection with the matters described in this Announcement
and will not be responsible to any person for providing the
protections afforded to customers of WHI or for advising any other
person in connection with any matter referred to herein. The
responsibilities of WHI as the Company's nominated adviser under
the AIM Rules for Companies are owed solely to the London Stock
Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or
otherwise.
Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of the Appendix or this
Announcement should seek appropriate advice before taking any
action.
The Placing Shares to
which this Announcement relates may be illiquid and / or subject to
restrictions on their resale. Prospective subscribers of the
Placing Shares should conduct their own due diligence on the
Placing Shares. If you do not understand the contents of this
Announcement you should consult an authorised financial
adviser.
Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement is
released by the Company and contains inside information for the
purposes of MAR, encompassing information relating to the Proposals
and is disclosed in accordance with the Company's obligations under
MAR. The release of this Announcement has been authorised on behalf
of the Company by Danesh
Varma.
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 such securities
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, the
Bookrunner 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.
APPENDIX
TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION FOR
PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT,
INCLUDING THIS APPENDIX (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 OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE
LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY
THE BOOKRUNNER, "QUALIFIED INVESTORS" AS DEFINED
IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN
THE DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS
REGULATION, AS IT FORMS PART OF UK DOMESTIC LAW ("U.K.
PROSPECTUS REGULATION") BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") AND
OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (I) AND (II) BEING
"QUALIFIED INVESTORS"); (II) ARE EITHER
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"), OR FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS APPENDIX 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 APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT
AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT
(INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE 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
AMENDED, (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD
OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING
MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED
ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
SHARES.
No action has been taken
by the Company, WH Ireland ("WH Ireland") or any
of its respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is
required.
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 or the South African Reserve
Bank; 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, Japan
or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be
unlawful.
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"), including its enactment
under UK domestic law by virtue of the EUWA ("UK
MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID and UK 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 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 Placing.
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 and UK 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
right or other legal obligation to forward a copy of this Appendix
or this Announcement of which it forms part should seek appropriate
advice before taking any action.
No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by WH Ireland or any of their respective affiliates,
agents, directors, officers, consultants, partners or employees as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly
disclaimed.
These terms and conditions
apply to persons acquiring Placing Shares pursuant to the Placing.
Each Placee hereby agrees with the Bookrunner and the Company to be
bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued or acquired. A
Placee shall, without limitation, become so bound if the Bookrunner
confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its
allocation of Placing Shares, a Placee shall be contractually
committed to acquire the number of Placing Shares allocated to it
at the Issue Price and, to the fullest extent permitted by law,
will be deemed to have agreed not to exercise any rights to rescind
or terminate or otherwise withdraw from such
commitment.
In this Appendix, unless
the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to participate in the Placing and on whose behalf a
commitment to subscribe for or acquire Placing Shares has been
given.
Details of the Placing
Agreement and the Placing
Shares
The Bookrunner and the
Company entered into a Placing Agreement earlier today, under which
the Bookrunner 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 Issue Price. It is
anticipated that the Placing will raise approximately £0.5m in
gross proceeds. The Placing is not being underwritten by the
Bookrunner or any other person.
The Placing Shares are
expected to be issued on or around 31 July
2023 (or such later date as the Company and the Bookrunner
may agree, being not later than 8.00
a.m. on 28 August 2023). The
issue of The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will
trade under AYM with ISIN
GB0000320472.
Application for admission
to trading of the Placing Shares and the Subscription
Shares
Application has been made
to the London Stock Exchange for the Placing Shares and
Subscription Shares to be admitted to trading on AIM. Admission of
the Placing Shares and Subscription Shares is expected to become
effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 31 July 2023 (the "Admission").
In any event, the latest date for Admission is 28 August 2023 (the "Long Stop
Date").
Placing
This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing
Shares.
Participation in, and
principal terms of, the Placing are as
follows:
-
The Bookrunner is
arranging the Placing as agent for, and broker of, the Company. The
Bookrunner is regulated by the FCA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of the Bookrunner or for providing advice in relation to
the matters described in this
Announcement.
-
The number of Placing
Shares to be issued at the Issue Price under the Placing will be
agreed between the Bookrunner and the
Company.
-
Participation in the
Placing is only available to persons who are lawfully able to be,
and have been, invited to participate by the Bookrunner. The
Bookrunner is entitled to participate in the Placing as
principal.
-
The Placing will be
effected by way of an accelerated bookbuild to institutional
investors which will be launched immediately following this
Announcement ("Bookbuild"). The final number of
Placing Shares to be placed at the Issue Price will be agreed by WH
Ireland and the Company. The Issue Price is payable to WH Ireland,
as applicable, by all Placees (each as agent of the Company). Each
Placee's allocation has been or will be confirmed to Placees
orally, or in writing (which can include email), by the Bookrunner
and a trade confirmation or contract note has been or will be
dispatched as soon as possible thereafter. The Bookrunner's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Bookrunner and the Company, under which
it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Bookrunner's consent, such commitment will not be capable of
variation or revocation.
-
As noted above, each
Placee's allocation will, unless otherwise agreed between the
Placee and the Bookrunner, be evidenced by a trade confirmation or
contract note issued to each such Placee by the Bookrunner. The
terms and conditions of this Announcement (including this Appendix)
will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation and will be legally
binding on the Placee on behalf of which it is made and except with
the Bookrunner's consent will not be capable of variation or
revocation from the time at which it is
issued.
-
Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
the Bookrunner (as agent for the Company), to pay to the Bookrunner
(or as the Bookrunner may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
-
Except as required by law
or regulation, no press release or other announcement will be made
by the Bookrunner or the Company using the name of any Placee (or
its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
-
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 "Registration and
Settlement".
-
All obligations of the
Bookrunner under the Placing will be subject to fulfilment of the
conditions referred to below "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under
"Right to terminate under the Placing
Agreement".
-
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.
-
To the fullest extent
permissible by law and the applicable rules of the FCA, neither the
Bookrunner nor any of its 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 the Bookrunner and its Affiliates
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither the
Bookrunner nor any of its Affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's conduct of the
Placing.
Conditions of the
Placing
The Bookrunner's
obligations under the Placing Agreement in respect of, amongst
other things, the Placing are conditional on, inter
alia:
-
the release of this
Announcement to a Regulatory Information Service by no later than
9.00 a.m. on 25 July 2023 or such later time and/or date
agreed between the Company and the
Bookrunner;
-
the release of an
announcement in relation to the results of the Placing to a
Regulatory Information Service by no later than 3.00 p.m. on 25 July
2023;
-
the delivery by the
Company to the Bookrunner of certain documents required under the
Placing Agreement;
-
the Company having
performed its obligations under the Placing Agreement to the extent
that fall to be performed prior to
Admission;
-
none of the warranties
given in the Placing Agreement being untrue or inaccurate or
misleading in any respect at the date of the Placing Agreement and
at the time of Admission as though they had been given and made on
such dates by reference to the facts and circumstances then
subsisting and no matter having arisen which might reasonably be
expected to five rise to an indemnity claim under the Placing
agreement, in each case in the opinion of the Bookrunner;
and
-
the Placing Agreement not
having been terminated by the Bookrunner on or prior to
Admission;
-
Admission becoming
effective on or before 31 July 2023
or such later time as may be agreed between the Company and the
Bookrunner, not being later than 8.00
am on the Long Stop Date.
If: (i) any of the
conditions contained in the Placing Agreement, including those
described above, are not fulfilled or (where applicable) waived by
the Bookrunner by the respective time or date where specified (or
such later time or date as the Bookrunner may notify to the Company
(being not later than the Long Stop Date)) or (ii) any of such
conditions becomes incapable of being fulfilled, the Placing will
not proceed and the Placees' 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.
The Bookrunner may, at its
discretion and upon such terms as it thinks fit, waive, or extend
the period for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the condition
relating to Admission taking place by the Long Stop Date may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement or its
Appendix.
Neither the Bookrunner,
the Company nor any of their respective Affiliates 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 they
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 Bookrunner.
Right to terminate the
Placing
Agreement
The Bookrunner is entitled
to terminate the Placing Agreement at any time prior to Admission
by giving notice to the Company in certain circumstances,
including, inter alia:
-
the Company has failed to
comply with any of its material obligations under the Placing
Agreement or it has materially breached the Placing
Agreement;
-
any of the warranties
contained in the Placing Agreement was, when given, untrue,
inaccurate or misleading in any respect or if any of them has
ceased to be true, accurate and not
misleading;
-
any statement contained in
the Placing Documents (as defined in the Placing Agreement) has
become or been discovered to be untrue, inaccurate in any material
respect or misleading or that there has been a material omission
therefrom;
-
there has occurred, in the
Bookrunner's opinion, acting in good faith, a Material Adverse
Change; or
-
if there is: (a) any
change, or development involving a prospective change, in national
or international, military, diplomatic, monetary, economic,
political, financial, industrial or market conditions or exchange
rates or exchange controls, or any incident of terrorism or
outbreak or escalation of hostilities or any declaration by the UK
of a national emergency or war or any other calamity or crisis; or
(b) a suspension of trading in securities generally on the London
Stock Exchange or New York Stock Exchange; or (c) an event or
omission has occurred which, in each case, the Bank, acting in good
faith, is of the opinion this it would or would be reasonably
likely to materially prejudice the Placing or Admission in general,
or would or would be reasonably likely to make it impracticable or
inadvisable to proceed with the Placing and Admission in
general.
If the Placing Agreement
is terminated prior to Admission then the Placing will not
occur.
The rights and obligations
of the Placees will not be subject to termination by the Placees or
any prospective Placees at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner and that the Bookrunner need not make any
reference to Placees in this regard and that neither the Bookrunner
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document
Prospectus
The Placing Shares are
being offered to a limited number of specifically invited persons
only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any equivalent document in
any other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
or the London Stock Exchange in relation to the Placing or the
Placing Shares, and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or which it has
otherwise announced by means of a Regulatory Information Service
("Publicly Available Information"). Each Placee,
by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any other information (other than the Exchange Information/Publicly
Available Information), representation, warranty, or statement made
by or on behalf of the Company or the Bookrunner or any other
person and neither the Bookrunner, the Company nor any other person
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Bookrunner, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Bookrunner are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and
Settlement
If Placees are allocated
any Placing Shares in the Placing they will be sent a form of
confirmation or electronic confirmation by WH Ireland, as
applicable, as soon as reasonably possible after the closing of the
Bookbuild which will confirm the number of Placing Shares allocated
to them, the Issue Price, the aggregate amount owed by them to WH
Ireland (each as agent of the Company) and the relevant settlement
instructions.
Settlement of transactions
in the Placing Shares will, unless otherwise agreed, take place on
a delivery versus payment basis within CREST. Each Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed as directed by the Bookrunner in
accordance with the standing CREST settlement instructions which
they have in place with the Bookrunner.
Settlement of transactions
in the Placing Shares (ISIN: GB0000320472) following Admission will
take place within the system administered by Euroclear UK &
Ireland Limited ("CREST") provided that, subject
to certain exceptions, the Bookrunner reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that
settlement of the Placing Shares will be on 31 July 2023 unless otherwise notified by the
Bookrunner and Admission is expected to occur by 31 July 2023 or such later time as may be agreed
between the Company and the Bookrunner, not being later than the
Long Stop Date.
Each Placee is deemed to
agree that, if it does not comply with these obligations, the
Bookrunner 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 Bookrunner account and benefit (as agent for the Company),
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify the Bookrunner on demand for any shortfall below
the aggregate amount owed by it and may be required to bear any
stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Bookrunner such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to
be delivered to a custodian or settlement agent, Placees should
ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that
organisation.
Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax or securities transfer
tax. Neither the Bookrunner nor the Company will be liable in any
circumstances for the payment of stamp duty, stamp duty reserve tax
or securities transfer tax in connection with any of the Placing
Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations,
Warranties and Further
Terms
By participating in the
Placing, each Placee (and any person acting on such Placee's
behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be)
to the Bookrunner (for itself and on behalf of the
Company):
-
that it has read and
understood this Announcement, including this Appendix, in its
entirety and that its subscription for Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this Announcement;
-
that the shares in the
capital of the Company are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
-
that its obligations are
irrevocable and legally binding and shall not be capable of
rescission or termination by it in any
circumstances;
-
that the exercise by the
Bookrunner of any right or discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner and the
Bookrunner need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Bookrunner or the Company, or any
of their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
-
that these terms and
conditions represent the whole and only agreement between it, the
Bookrunner and the Company in relation to its participation in the
Placing and supersedes any previous agreement between any of such
parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not
relying on any information or representation or warranty in
relation to the Company or any of its subsidiaries or any of the
Placing Shares other than as contained in this Announcement, the
Exchange Information and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, the Bookrunner nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
-
that in the case of any
Placing Shares acquired by it as a financial intermediary, as that
term is used in the Prospectus Regulation: (i) the Placing Shares
acquired by it in the Placing have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom
or any Member State of the European Economic Area which has
implemented the Prospectus Regulation other than Qualified
Investors or in circumstances in which the prior consent of the
Bookrunner have been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom or any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation
as having been made to such persons;
-
that neither it nor, as
the case may be, its clients expect the Bookrunner to have any
duties or responsibilities to such persons similar or comparable to
the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Bookrunner is
not acting for it or its clients, and that the Bookrunner will not
be responsible for providing the protections afforded to customers
of the Bookrunner or for providing advice in respect of the
transactions described herein;
-
that it has made its own
assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and neither the
Bookrunner nor the Company nor any of their respective Affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company or any
other person other than the information in this Announcement
or the Publicly Available Information; nor has it requested the
Bookrunner, the Company or any of their respective Affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such
information;
-
that the only information
on which it is entitled to rely on and on which it has relied in
committing to subscribe for the Placing Shares is contained in this
Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on this Announcement and the Publicly Available
Information;
-
that neither the
Bookrunner nor the Company nor any of their respective Affiliates,
agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly
Available Information;
-
that it and the person(s),
if any, for whose account or benefit it is subscribing for the
Placing Shares is not subscribing for and/or purchasing Placing
Shares as a result of any "directed selling efforts" as defined in
Regulation S;
-
that, unless specifically
agreed with the Bookrunner, it is not and was not acting on a
non-discretionary basis for the account or benefit of a person
located within the United States
at the time the undertaking to subscribe for Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from the registration requirements of the
Securities Act and otherwise in accordance with any applicable
securities laws of any state or jurisdiction of the United States;
-
that it is not a national
or resident of Canada,
Australia, the Republic of Ireland, the Republic of
South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada,
Australia, the Republic of Ireland, the Republic of
South Africa or Japan or to or for the benefit of any person
resident in Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and each Placee acknowledges that the
relevant exemptions are not being obtained from the Securities
Commission of any province of Canada, that no document has been or will be
lodged with, filed with or registered by the Australian Securities
and Investments Commission or Japanese Ministry of Finance and that
the Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia,
the Republic of Ireland, the
Republic South Africa or Japan;
-
that, if it is in
Australia, it represents and
warrants that it is a person who is a "wholesale client" within the
meaning of sections 761G and 761GA of the
Corporations Act 2001 (Cth) (the "Corporations Act") who is also a
professional investor or sophisticated investor (as those terms are
used in section 708 of the Corporations Act) or other person
specified in section 708 of the Corporations Act who does not need
to be given a prospectus or other disclosure document under Chapter
6D or Chapter 7 of the Corporations Act to lawfully receive an
offer to subscribe for or acquire shares in the
Company;
-
that it does not have a
registered address in, and is not a citizen, resident or national
of, any jurisdiction in which it is unlawful to make or accept an
offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such
person;
-
that it has not, directly
or indirectly, distributed, forwarded, transferred or otherwise
transmitted, and will not, directly or indirectly, distribute,
forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to
any persons within the United
States;
-
that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as the
Bookrunner may in its discretion determine and without liability to
such Placee;
-
that it is entitled to
subscribe for 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 or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may
result in the Company or the Bookrunner or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance;
-
that it understands that
the Placing Shares have not been, and will not be, registered under
the Securities Act and may not be offered, sold or resold in or
into or from the United States
except pursuant to an effective registration under the Securities
Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
-
that it (and any account
for which it is purchasing) is not acquiring the Placing Shares
with a view to any offer, sale or distribution thereof within the
meaning of the Securities Act;
-
it will not distribute,
forward, transfer or otherwise transmit this Announcement or any
part of it, or any other presentational or other materials
concerning the Proposals in or into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
-
that it has obtained all
necessary consents and authorities to enable it to give its
commitment to subscribe for the Placing Shares and to perform its
subscription obligations;
-
that where it is acquiring
Placing Shares for one or more managed accounts, 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, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to it by the
Bookrunner;
-
that it is either: (a) a
person of a kind described in paragraph 5 of Article 19 (persons
having professional experience in matters relating to investments
and who are investment professionals) of the Order; or (b) a person
of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or
their respective directors, officers or employees) of the Order; or
(c) a person to whom it is otherwise lawful for this Announcement
to be communicated and in the case of (a) and (b) undertakes that
it will acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its
business;
-
if it is within the
United Kingdom, it is a Qualified
Investor as defined in Article 2I of the U.K. Prospectus Regulation
and if it is within a Relevant Member State, it is a Qualified
Investor as defined in Article (e) of the Prospectus
Regulation;
-
it has only communicated
or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an
authorised person;
-
that, unless otherwise
agreed by the Bookrunner, it is a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing
Shares for investment only and not with a view to resale or
distribution;
-
that any money held in an
account with the Bookrunner (or its nominees) on its behalf and/or
any person acting on its behalf will not be treated as client money
within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Bookrunner
(or its nominee) money in accordance with such client money rules
and will be used by the Bookrunner in the course of its own
business and each Placee will rank only as a general creditor of
the Bookrunner;
-
that it will (or will
procure that its nominee will) if applicable, make notification to
the Company of the interest in its ordinary shares in accordance
with the Disclosure Guidance and Transparency Rules published by
the FCA;
-
that it is not, and it is
not acting on behalf of, a person falling within subsections (6),
(7) or (8) of sections 67 or 70 respectively or subsections (2) and
(3) of section 93 or subsection (1) of section 96 of the Finance
Act 1986;
-
that it will not deal or
cause or permit any other person to deal in all or any of the
Placing Shares which it is subscribing for and/or purchasing under
the Placing unless and until Admission becomes
effective;
-
that it appoints
irrevocably any director of the Bookrunner 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;
-
that, as far as it is
aware it is not acting in concert (within the meaning given in The
City Code on Takeovers and Mergers) with any other person in
relation to the Company;
-
that this Announcement
does not constitute a securities recommendation or financial
product advice and that neither the Bookrunner nor the Company has
considered its particular objectives, financial situation and
needs;
-
that it has sufficient
knowledge, sophistication and experience in financial, business and
investment matters as is required to evaluate the merits and risks
of subscribing for or purchasing the Placing Shares and is aware
that it may be required to bear, and it, and any accounts for which
it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the
Placing;
-
neither WH Ireland or any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and it will not be a client of either Bank and each Bank does
not have any duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination
right;
-
that it will indemnify and
hold the Company and the Bookrunner 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 Company and the Bookrunner will rely on the
truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Bookrunner and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee, pursuant to this Announcement (including this
Appendix) are given to the Bookrunner for itself and on behalf of
the Company and will survive completion of the Placing and
Admission;
-
that time shall be of the
essence as regards obligations pursuant to this
Appendix;
-
that it is responsible for
obtaining any legal, financial, tax and other advice that it deems
necessary for the execution, delivery and performance of its
obligations in accepting the terms and conditions of the Placing,
and that it is not relying on the Company or the Bookrunner to
provide any legal, financial, tax or other advice to
it;
-
that all dates and times
in this Announcement (including this Appendix) may be subject to
amendment and that the Bookrunner shall notify it of such
amendments;
-
that (i) it has complied
with its obligations under the Criminal Justice Act 1993, Part VIII
of FSMA and MAR, (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject
to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from it in connection with the Placing (for
the purpose of complying with such Regulations 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
the Bookrunner on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed
for by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as the Bookrunner may decide in its
absolute discretion;
-
that it will not make any
offer to the public of those Placing Shares to be subscribed for by
it for the purposes of the Prospectus Regulation Rules made by the
FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
-
that it will not
distribute any document relating to the Placing Shares and it will
be acquiring the Placing Shares for its own account as principal or
for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment
purposes only and it does not have any contract, understanding or
arrangement with any person to sell, pledge, transfer or grant a
participation therein to such person or any third person with
respect of any Placing Shares; save that if it is a private client
stockbroker or fund manager it confirms that in purchasing the
Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is
not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
-
that it acknowledges that
these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on behalf of itself and
on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
-
that any documents sent to
Placees will be sent at the Placees' risk. They may be sent by post
to such Placees at an address notified to the
Bookrunner;
-
that the Bookrunner owes
no fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
-
that the Bookrunner or any
of its respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares;
-
that no prospectus,
admission document or other offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
and
-
if it has received any
inside information (for the purposes of the MAR and section 56 of
the Criminal Justice Act 1993 or other applicable law and, where
applicable, the equivalent legislation in force within the EEA)
about the Company in advance of the Placing, it has not: (i) dealt
(or attempted to deal) in the securities of the Company or
cancelled or amended a dealing in the securities of the Company;
(ii) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or (iii) unlawfully disclosed
such information to any person, prior to the information being made
publicly available;
The Company, the
Bookrunner and their respective Affiliates will rely upon the truth
and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunner
for themselves and on behalf of the Company and are
irrevocable.
The provisions of this
Appendix may be waived, varied or modified as regards specific
Placees or on a general basis by the
Bookrunner.
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, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company or the Bookrunner
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 the Bookrunner in the
event that any of the Company and/or the Bookrunner have 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
the Bookrunner 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.
This Announcement has been
issued by, and is the sole responsibility, of the Company. No
representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by the Bookrunner or by any of its Affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly
disclaimed.
DEFINITIONS
The following definitions apply throughout
this Announcement, unless the context requires
otherwise:
Act |
the
Companies Act 2006, as may be amended from time to
time |
Admission |
means the
admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM
Rules |
AIM |
the
market of that name operated by the London Stock
Exchange |
AIM
Rules |
the AIM
Rules for Companies, as published by the London Stock Exchange, as
amended from time to
time |
Announcement |
means this announcement (including the
Appendices which forms part of this
announcement) |
Board |
the board
of directors of the
Company |
Bookbuild |
the
process under which WH Ireland, on behalf of the Company,
will determine demand for participation in the Placing by Placees
on the terms described in this Announcement and the Placing
Agreement |
Bookrunner |
WH
Ireland |
Business
Day |
a day
(other than a Saturday or Sunday) on which commercial banks are
open for general business in London,
England |
certificated
or in certificated
form |
the description of a share or security which
is not in uncertificated form (that is, not in
CREST) |
Closing
Price |
the closing middle market price of an
Existing Ordinary Share as derived from the AIM Appendix to the
Daily Official List of the London Stock
Exchange |
Company
or Anglesey Mining
PLC |
Anglesey Mining PLC of Parys Mountain,
Amlwch, Anglesey, LL68
9RE |
CREST |
the relevant systems for the paperless
settlement of trades in securities and the holding of
uncertificated securities operated by Euroclear in accordance with
the CREST Regulations |
CREST
Regulations |
the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), including (i) any enactment or subordinate
legislation which amends or supersedes those regulations and (ii)
any applicable rules made under those regulations for the time
being in force |
Davy |
J&E
Davy, trading as Davy including its affiliate Davy Corporate
Finance, nominated adviser to the
Company |
Directors |
the
directors of the
Company |
Euroclear |
Euroclear
UK & Ireland Limited, the operator of
CREST |
EUWA |
European
Union (Withdrawal) Act 2018, as
amended |
Existing
Ordinary
Shares |
the
379,809,689 Ordinary
Shares in issue as at the date of this
Announcement |
FCA |
the
Financial Conduct
Authority |
FSMA |
the
Financial Services and Markets Act 2000, as may be amended from
time to time |
Group |
the
Company, together with its subsidiaries and subsidiary
undertakings |
HMRC |
HM
Revenue & Customs in the
UK |
Investor
Warrants |
the warrants over Ordinary Shares in the
Company issued at a ratio of one warrant for every two Placing
Shares subscribed for and exercisable at any time after the date of
the Warrant Instrument for a period of 18 months at a price of 2.5p
per Ordinary
Share |
ISIN |
International Securities Identification
Number |
Issue
Price |
1.5 pence per Ordinary
Shares |
Juno |
Juno
Limited |
Juno
Investment
Agreement |
the agreement, in the agreed terms, between
the Company and Juno Limited entered into on 16 May 2022 in order,
inter alia, to amend the terms of the Working Capital
Agreement |
London
Stock Exchange or LSE |
London
Stock Exchange
PLC |
Long Stop
Date |
28 August
2023 |
Material
Adverse
Change |
any
material adverse change in the business of the Group (financial,
trading position or prospects) that does not affect a similar
business in the same
sector |
MAR |
means the
U.K. version of the Market Abuse Regulation (EU 2017/1129), which
forms part of the laws of England and Wales by virtue of the EUWA
and certain other enacting
measures. |
Ordinary
Shares |
ordinary shares of 1 pence
each in the capital of the
Company |
Placee |
any
person or persons subscribing for Placing Shares pursuant to the
Placing |
Placing |
the
conditional placing of the Placing Shares on the terms and subject
to the condition of the Placing Agreement and the terms and
conditions contained in the Appendix to this
Announcement |
Placing
Agreement |
the
Placing Agreement dated 25 July 2023 between the Company (1) and WH Ireland (2)
relating to the
Placing |
Placing
Shares |
approximately 33,333,333 new Ordinary Shares which are proposed to be
placed in accordance with the terms of the
Placing |
Publicly
Available
Information |
any
information announced through a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this
Announcement |
Prospectus
Regulation |
Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017 and any relevant
implementing measures in any Member State of the European Economic
Area |
Prospectus Regulation
Rules |
the Prospectus Regulation Rules made by the
FCA under Part VI of
FSMA |
Registrars or Receiving
Agent |
Link Group of 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1
4DL |
Regulatory Information
Service |
one of the regulatory information services
authorised by the FCA to receive, process and disseminate
regulatory information |
Securities
Act |
the US
Securities Act of 1933, as
amended |
Shareholders |
holders
of Ordinary
Shares |
Subscription |
the proposed subscription by Juno
Limited |
Subscription
Shares |
approximately 6,950,000 new Ordinary Shares which are proposed to be
subscribed for under the Subscription by
Juno |
Terms and
Conditions |
the terms
and conditions in respect of the Placing set out in the Appendix of
this
Announcement |
uncertificated
or in
uncertificated
form |
recorded
on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of
CREST |
United
Kingdom or UK |
the
United Kingdom of Great Britain and Northern
Ireland |
UK
Prospectus
Regulation |
the U.K.
version of the Prospectus Regulation as implemented into U.K. law
pursuant to the EUWA and certain other enacting
measures |
United
States or US |
the
United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
and any other area subject to its
jurisdiction |
US
Person |
has the
meaning set out in Regulation S of the Securities
Act |
Warrant
Instrument |
the
warrant instrument creating the Investor Warrants and to be dated
on or about the date of this
announcement |
WH
Ireland |
WH
Ireland Limited, acting as the Company's Bookrunner and broker in
relation to the
Placing |
Working
Capital
Agreement |
the
agreement dated 25 September 1996 between the Company and Juno
Limited, as subsequently amended and to be amended pursuant to the
Juno Investment
Agreement |
"£",
"pounds sterling",
"pence" or "p" |
are
references to the lawful currency of the United
Kingdom |