TIDMEUZ
RNS Number : 2043Q
Europa Metals Ltd
26 October 2021
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 AMED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY .
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF EUROPA METALS LTD IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING .
26 October 2021
Europa Metals Ltd
("Europa Metals", the "Company" or the "Group") (AIM, AltX:
EUZ)
Proposed Fundraising to raise up to GBP1.5 million
and Appointment of Joint Broker
Europa Metals, the European focused lead, zinc and silver
developer, announces its intention to raise gross proceeds of up
to, in aggregate, GBP1.5 million by means of a placing of new
Ordinary Shares to certain institutional and other investors (the
"Placing") and a subscription of new Ordinary Shares (the
"Subscription") to certain other investors (together, the
"Fundraising"), in each case at a price of 5 pence per share
(ZAR1.01) (the "Fundraising Price").
The Company is also pleased to announce the appointment of WH
Ireland as Joint Broker with immediate effect.
The Fundraising Price represents a discount of approximately
42.7 per cent. to the Closing Price on AIM of 8.72 pence per
Ordinary Share on 25 October 2021, being the latest practicable
business day prior to the publication of this Announcement.
The Fundraising is being conducted in two tranches with the
initial tranche of new Ordinary Shares being issued under the
Company's pre-existing share capital authorities and the second
tranche subject to the requisite shareholder approval at the
Company's forthcoming 2021 Annual General Meeting. The two tranches
(subject to passing of the requisite Resolutions in respect of the
second tranche) are being issued to subscribers to the Fundraising
on a pro rata basis. The Fundraising Shares will be issued fully
paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.
The Placing element is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild
and the number of new Ordinary Shares to be issued pursuant to the
Placing is expected to be made in due course.
Fundraising Highlights
-- Two tranche fundraising by way of the Placing and a
Subscription to raise, in aggregate, up to approximately GBP1.5
million (before expenses) through the issue of, in aggregate, up to
30,000,000 new Ordinary Shares at the Fundraising Price.
-- Placing element to be conducted via an accelerated bookbuild process launching today.
-- The Fundraising Shares, assuming full take-up of the Placing
and receipt of shareholder approval for the Second Fundraising
Shares, will represent approximately 38 per cent. of the Enlarged
Issued Share Capital.
-- The net proceeds of the Fundraising will be utilised by the
Company to pursue its refocused strategy of seeking potential
additional projects/transaction opportunities that could add
shareholder value, to further progress and de-risk the Company's
wholly owned Toral Pb, Zn & Ag Project and for the Group's
general working capital purposes.
The Fundraising
The Fundraising comprises a proposed placing and subscription of
new Ordinary Shares to be effected in two tranches. The Company
intends to issue, in aggregate, up to 24,565,324 new Ordinary
Shares (the "First Fundraising Shares"), to raise gross proceeds of
approximately GBP1.23 million, to participants in the Placing and
Subscription under the Company's pre-existing share capital
authorities to allot equity securities granted at the Company's
annual general meeting held on 30 November 2020. The First
Fundraising Shares are expected to be admitted to trading on AIM on
or around 1 November 2021. The Company intends to issue up to a
further 5,434,676 new Ordinary Shares (the "Second Fundraising
Shares"), to raise gross proceeds of approximately a further
GBP270,000. The Second Fundraising Shares are expected to be
admitted to trading on AIM on or around 1 December 2021, being the
first trading day following the forthcoming Annual General
Meeting.
WH Ireland Limited ("WH Ireland" or the "Bookrunner"), is acting
as 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 Appendix III to this Announcement.
Admission of the First Fundraising Shares is conditional, inter
alia, upon the placing agreement dated 25 October 2021 between the
Company and the Bookrunner (the "Placing Agreement") not having
been terminated and becoming unconditional in respect of such
shares. The First Fundraising does not require Shareholder approval
as the First Fundraising Shares will be issued pursuant to the
Company's pre-existing share capital authorities granted at its
2020 annual general meeting. Admission of the Second Fundraising
Shares is, however, also conditional, inter alia, upon the approval
of Shareholders at the Company's 2021 Annual General Meeting
proposed to be held on or around 30 November 2021, notice of which
will be notified to shareholders shortly.
In connection with the Placing, the Company has entered into the
Placing Agreement with WH Ireland which contains certain customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The Placing is conditional, amongst other things, on:
-- admission of the First Fundraising Shares becoming effective
by no later than 8.00 a.m. on 1 November 2021 and admission of the
Second Fundraising shares becoming effective by no later than 8.00
a.m. on 1 December 2021 (or such later time(s) and / or date(s) as
the Company and the Bookrunner shall agree, not being later than 29
January 2022);
-- 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 First Fundraising Shares or the
Second Fundraising Shares as applicable; and
-- 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 Fundraising Price are to be
determined at the discretion of the Company and the Bookrunner.
Admission to trading
Application will be made to the London Stock Exchange for
admission of the First Fundraising Shares to trading on AIM and to
the Johannesburg Stock Exchange for quotation on AltX. It is
expected that admission will become effective and dealings in the
First Fundraising Shares commence at 8.00 a.m. on or around 1
November 2021.
Following admission of the First Fundraising Shares, the total
issued ordinary share capital of the Company will comprise
73,695,973 Ordinary Shares with voting rights. This figure may be
used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company's share capital.
A further announcement will be made following the closure of the
Bookbuild, confirming final details of the Placing.
The expected timetable of principal events is set out in
Appendix I to this Announcement.
The Placing is not being underwritten and the Fundraising is not
conditional on a minimum amount being raised.
The Company will also make a further announcement in due course
with respect to the publication of the formal notice of its 2021
Annual General Meeting with respect to seeking shareholder approval
for, inter alia, the proposed issue of the Second Fundraising
Shares and replenishment of the Company's share capital
authorities.
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary
(Australia)
T: +61 417 978 955
Laurence Read, CEO (UK)
T: +44 (0)20 3289 9923
Linkedin: Europa Metals ltd
Twitter: @ltdeuropa
Vox: Europametals
WH Ireland Limited (Joint Broker and Bookrunner)
Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker/James Pope
T: +44 (0)20 3657 0050
Sasfin Capital Proprietary Limited (a member of the Sasfin
group)
Sharon Owens
T (direct): +27 11 809 7762
Capitalised terms used but not defined in this Announcement have
the meanings given to such terms in Appendix II to this
Announcement unless the context requires otherwise.
Additional Information
Reasons for the Fundraising and Use of Proceeds
The Company is undertaking the Fundraising in order to progress
its refocused corporate and operational strategy and the net
proceeds will therefore be applied towards:
-- Pursuing and assessing appropriate additional projects and
potential transaction opportunities : to support the Group's
corporate and strategic development as the Board seeks to create
shareholder value, via:
o Seeking a partial sale/earn-in/JV or another similar third
party agreement for the Toral Project;
o Potential acquisitions with near term production/revenue or
value realisation point; or
o Potential low cost project acquisitions prospective in high
demand commodities such as copper, lithium, gold, iron or nickel in
regions including Europe, Australia, North America and select parts
of Asia, Africa and South America
-- To further progress and de-risk the Toral Project : initially
pursuing further g eotechnical drilling to assess key areas for
future plant location and potential tailings storage facilities and
to compliment metallurgical and waste analysis work (impacting
future early years production profile) and ongoing environmental
impact assessment;
-- Optional deployment : to be used at the Board's discretion on
the assessment of potential acquisitions for corporate development
or further work including metallurgy and associated Toral Project
studies; and
-- General working capital : it is anticipated that the net
proceeds of the Fundraising will provide approximately 12 months of
additional working capital for the Group excluding any expenditure
in respect of potential transaction opportunities.
Further details of the Placing
Pursuant to the Placing Agreement, the Bookrunner, as agent for
the Company, has conditionally agreed to use reasonable endeavours
to procure subscribers at the Fundraising Price for the Placing
Shares.
The Bookrunner intends to conditionally place the Placing Shares
with certain institutional and other investors at the Fundraising
Price.
The Placing is being conducted in two tranches. The Company
intends to issue up to 24,565,324 First Fundraising Shares, to
raise gross proceeds of approximately GBP1.23 million, pursuant to
the Company's pre-existing share capital authorities to allot
equity securities granted at the Company's annual general meeting
held on 30 November 2020. The First Fundraising Shares are expected
to be admitted to trading on AIM on or around 1 November 2021 (or
such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 29 January 2022). Subject,
inter alia, to Shareholders passing the requisite resolutions at
the Company's forthcoming 2021 Annual General Meeting, the Company
also intends to issue up to a further 5,434,676 Second Fundraising
Shares, to raise gross proceeds of approximately a further
GBP270,000. The Second Fundraising Shares are expected to be
admitted to trading on AIM on or around 1 December 2021 (or such
later date and/or time as the Bookrunner and the Company may agree,
being no later than 8.00 a.m. on 29 January 2022).
Admission of the First Fundraising Shares is conditional, inter
alia, upon the Placing Agreement not having been terminated and
becoming unconditional in respect of such shares. Admission of the
Second Fundraising Shares is also conditional, inter alia, upon the
approval of Shareholders at the Company's forthcoming 2021 Annual
General Meeting to be held on or around 30 November 2021.
The formal notice convening the Annual General Meeting (the
"Notice") is expected to be sent to Shareholders on or around 1
November 2021.
The Second Placing is conditional upon (amongst other things)
the Placing Agreement not having been terminated, the passing of
the Resolutions at the Annual General Meeting and Second Admission
occurring on or around 1 December 2021 (or such later date and/or
time as the Bookrunner and the Company may agree, being no later
than 8.00 a.m. on 29 January 2022).
The Bookrunner (acting in good faith) has the right to terminate
the Placing Agreement in certain circumstances prior to First
Admission, or after First Admission but before Second Admission in
respect of the Second Fundraising Shares, including (but not
limited to): in the event that there is a breach, or an alleged
breach, of any of the warranties set out in the Placing Agreement
or there is a Material Adverse Change. The Bookrunner may also
terminate the Placing Agreement if there has been a material
adverse change in certain international financial markets, a
suspension or material limitation in trading on certain stock
exchanges or a material disruption in commercial banking or
securities settlement or clearance which, in the opinion of a
Bookrunner (acting in good faith), 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 Shares are not subject to clawback. The Placing is
not being underwritten. The Placing is not conditional on a minimum
amount being raised.
Further details of the Subscription
The Subscription is also being conducted in two tranches.
Pursuant to the Subscription, certain investors are subscribing
directly with the Company for new Ordinary Shares at the
Fundraising Price.
The First Subscription is conditional upon (amongst other
things) the Placing Agreement not having been terminated and First
Admission occurring on or before 8.00 a.m. on 1 November 2021 (or
such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 29 January 2022).
The Second Subscription is conditional upon (amongst other
things) the Placing Agreement not having been terminated, the
passing of the Resolutions at the Annual General Meeting and Second
Admission occurring on or around 1 December 2021 (or such later
date and/or time as the Bookrunner and the Company may agree, being
no later than 8.00 a.m. on 29 January 2022).
Fundraising Shares
The Fundraising 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.
Applications will be made to London Stock Exchange for admission
of the First Fundraising Shares and the Second Fundraising Shares
to trading on AIM and to quotation on AltX.
It is expected that First Admission will take place on or around
8.00 a.m. on 1 November 2021 and that dealings in the First
Fundraising Shares on AIM will commence at the same time.
It is expected that Second Admission will take place on or
around 1 December 2021 and that dealings in the Second Fundraising
Shares on AIM will commence at the same time.
Annual General Meeting
The Company's 2021 Annual General Meeting is proposed to be held
on or around 30 November 2021, at which the Resolutions will be
proposed for the purpose, amongst other things, of implementing
Second Admission. A formal notice of Annual General Meeting,
setting out the Resolutions, will be despatched to Shareholders in
due course.
IMPORTANT NOTICES
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",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor the Bookrunner nor Strand Hanson nor any
of their respective associates, directors, officers or advisers
shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
Strand Hanson Limited (" Strand Hanson "), which is authorised
and regulated in the United Kingdom by the FCA, is acting as
Nominated Adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the contents of this
Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Strand Hanson by the Financial
Services and Markets Act 2000, as amended (" FSMA ") or the
regulatory regime established thereunder, Strand Hanson accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. Strand Hanson accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this Announcement or any such
statement. The responsibilities of Strand Hanson 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, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Broker and Bookrunner exclusively
for the Company and no one else in connection with the contents of
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on WH Ireland by FSMA or
the regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
The New Ordinary Shares have not been and will not be registered
under 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 New Ordinary 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 New Ordinary Shares. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa or to, or for the account or
benefit of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic
of South Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia, Japan, New Zealand or
the Republic of South Africa or to any investor located or resident
in Canada.
No public offering of the New Ordinary Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
New Ordinary Shares will be made pursuant to an exemption under the
Prospectus Regulation, or the Prospectus Regulation (as it forms
part of domestic UK law pursuant to the EUWA, (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.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
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) 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; 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.
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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The New Ordinary Shares to be issued pursuant to the Placing and
Subscription will not be admitted to trading on any stock exchange
other than AIM and the AltX.
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.
APPIX I
Expected Timetable for the Fundraising
2021
Announcement of the Fundraising 7.00 a.m. on 26 October
--------------------------
Announcement of the results of the 26 October
Fundraising
--------------------------
First Admission of the First Fundraising 8.00 a.m. on 1 November
Shares to trading on AIM
--------------------------
Expected date for CREST accounts to 1 November
be credited in respect of the First
Fundraising Shares in uncertificated
form
--------------------------
Annual General Meeting on or around 30 November
--------------------------
Announcement of results of the Annual on or around 30 November
General Meeting
--------------------------
Second Admission of the Second Fundraising 8.00 a.m. on 1 December
Shares
--------------------------
Expected date for CREST accounts to c.1 December
be credited in respect of the Second
Fundraising Shares in uncertificated
form
--------------------------
Where applicable, expected date for Within 14 days of First
dispatch of definitive share certificates Admission, and Second
for Fundraising Shares in certificated Admission as appropriate
form
--------------------------
Long Stop Date 8:00 a.m. on 29 January
2022
--------------------------
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Bookrunner shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
" AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the
guidance notes) published by the London
Stock Exchange from time to time
"AltX" an alternative market of that name for small
and medium-sized companies in South Africa
operated by the Johannesburg Stock Exchange
"Annual General Meeting" the annual general meeting of the Company
proposed to be convened for on or around
30 November 2021 (or any adjournment thereof)
at which the Resolutions will be proposed
"Announcement" this announcement (including the Appendices
which forms part of this announcement)
"Bookbuild" the accelerated bookbuilding to be conducted
by the Bookrunner pursuant to the Placing
Agreement and this Announcement
"Bookrunner" WH Ireland
"Business Day" any day on which banks are usually open
for business in England and Wales for the
transaction of sterling business, other
than a Saturday, Sunday or public holiday
"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 "Europa Europa Metals Ltd, a company incorporated
Metals" and registered in Australia with ACN 097
532 137
"Constitution" the constitution of the Company (as amended
from time to time)
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"Depositary Interests" depositary interests representing the Ordinary
Shares
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"EEA" the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and
Norway and "Member State" shall be construed
accordingly
"Enlarged Issued Share the Ordinary Shares which shall be in issue
Capital" immediately following Second Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"EUWA" the European Union (Withdrawal) Act 2018,
as amended
"Existing Ordinary Shares" the 49,130,649 Ordinary Shares in issue
at the date of this Announcement
"FCA" the Financial Conduct Authority
"First Admission" admission of the First Fundraising Shares
to AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"First Fundraising" the First Placing and First Subscription
" First Fundraising up to 24,565,324 new Ordinary Shares comprising
Shares" the First Placing Shares and the First Subscription
Shares
" First Placing" the placing of the First Placing Shares
at the Fundraising Price by the Bookrunner
on behalf of the Company
" First Placing Shares" such number of new Ordinary Shares, to be
allotted and issued pursuant to the First
Placing
"First Subscription" the subscription of the First Subscription
Shares at the Fundraising Price by certain
investors;
"First Subscription such number of new Ordinary Shares to be
Shares" allotted and issued pursuant to the First
Subscription
"FSMA" the Financial Services and Markets Act 2000,
as amended
"Fundraising" the proposed Placing and Subscription of
new Ordinary Shares
"Fundraising Shares" the Placing Shares and the Subscription
Shares
"HMRC" HM Revenue & Customs in the UK
"ITA 2007" Income Tax Act 2007
"Johannesburg Stock JSE Limited
Exchange"
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 January 2022
"MAR" or the "Market the Market Abuse Regulation (2014/596/EU)
Abuse Regulation" as it forms part of UK domestic law pursuant
to the EUWA
"Material Adverse Change" any material adverse change in, or any development
involving a prospective material adverse
change in or affecting the condition (financial,
operational, legal or otherwise), earnings,
management, funding position, solvency,
business affairs or operations of the Company,
whether or not foreseeable at the date of
the Placing Agreement and whether or not
arising in the ordinary course of business
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant
to the Fundraising, the number of which
will be announced by the Company on completion
of the Bookbuild
"Notice" the notice of Annual General Meeting to
be sent to Shareholders proposing the Resolutions
"Ordinary Shares" ordinary shares of no par value in the capital
of the Company
"Placee" or "Placees" any person or persons subscribing for and/or
purchasing Placing Shares pursuant to the
Placing
"Placing" the First Placing and the Second Placing
by the Bookrunner on behalf of the Company
at the Placing Price pursuant to the Placing
Agreement
"Placing Agreement" the agreement dated 25 October 2021 between
the Company and the Bookrunner relating
to the Placing
"Placing Price" 5 pence per New Ordinary Share
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing, the number of which will
be announced by the Company on completion
of the Bookbuild
"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
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
""Qualified Investors" (a) in respect of persons in any Member
State of the European Economic Area, persons
who are qualified investors (within the
meaning of article 2(e) of the Prospectus
Regulation; or (b) in respect of persons
in the UK, persons who are qualified investors
(within the meaning of article 2(e) of the
Prospectus Regulation as it forms part of
UK domestic law pursuant to the EUWA, as
the case may be
"Registrar" Computershare Investor Services plc (UK),
Computershare Investor Services Pty Limited
(Australia) and/or Computershare Investor
Services (Proprietary) Limited (South Africa)
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA to receive, process
and disseminate regulatory information
"Resolutions" the resolutions to be proposed at the Annual
General Meeting and set out in the Notice,
which shall include the resolutions required
in order to implement the Second Placing
and Second Subscription
"Second Admission" admission of the Second Fundraising Shares
to AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"Second Fundraising" the Second Placing and the Second Subscription
" Second Fundraising up to approximately 5,434,676 new Ordinary
Shares" Shares comprising the Second Placing Shares
and the Second Subscription Shares
" Second Placing" the conditional placing by the Bookrunner
(on behalf of the Company) of the Second
Fundraising Shares at the Placing Price
subject to, inter alia, the passing of the
Resolutions and Second Admission
"Second Placing Shares" such number of new Ordinary Shares to be
allotted and issued pursuant to the Second
Placing
" Second Subscription" the proposed subscription of the Second
Subscription Shares
" Second Subscription such number of new Ordinary Shares, to be
Shares" allotted and issued pursuant to the Second
Subscription
"Securities Act" the United States Securities Act of 1933,
as amended
"Shareholders" the holders of Ordinary Shares (as the context
requires) at the relevant time
"Strand Hanson" Strand Hanson Limited, Nominated Adviser
to the Company
"Subscription" the First Subscription and the Second Subscription
"Subscription Shares" the new Ordinary Shares to be issued pursuant
to the Subscription
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated form" 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 the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America, its territories
"US" 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
"WH Ireland" WH Ireland Limited
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (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 THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, QUALIFIED INVESTORS;
AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED
INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN,
IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION
IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR
INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT
IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS 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 IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER 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 AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE 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 A DISPOSAL OF THEIR SHARES.
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 or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or 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 the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
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" and/or "distributor" (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) investors who meet
the criteria of professional clients and (b) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary
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.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, the Bookrunner will
only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as
applicable; 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 Ordinary 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 this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. 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 Placing 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) 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 have entered into a Placing
Agreement, 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 Placing Shares at the Placing
Price. The Placing is not being underwritten by the Bookrunner or
any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Bookrunner,
following consultation with the Company. Allocations will be
confirmed orally or by email by the Bookrunner following the close
of the Bookbuild. A further announcement confirming these details
will then be made as soon as practicable following completion of
the Bookbuild.
The Placing Shares will, when issued, be subject to the
Constitution, will be credited as fully paid and 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.
Subject to admission, the Placing Shares will trade on AIM under
the trading symbol "EUZ" and with ISIN AU0000090060.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the First Fundraising Shares. It is
expected that settlement of any such shares (via Depositary
Interests) and First Admission will become effective on or around
8.00 a.m. on 1 November 2021 and that dealings in the First
Fundraising Shares will commence at that time.
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Second Fundraising Shares. It is
expected that settlement of any such shares (via Depositary
Interests) and Second Admission will become effective on or around
8.00 a.m. on 1 December 2021 and that dealings in the Second
Fundraising Shares will commence at that time.
Bookbuild
The Bookrunner will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. 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.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Bookrunner is arranging the Placing as agent for, and joint broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Bookrunner.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by the Bookrunner, in consultation with the Company,
following completion of the Bookbuild. The number of Placing Shares
will be announced on a Regulatory Information Service following
completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual contact at the
Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for or purchase at
the Placing Price. Bids may be scaled down by the Bookrunner on the
basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Bookrunner. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Bookrunner, following consultation with the Company. Each Placee's
allocation will be confirmed to Placees orally, or by email, by the
Bookrunner following the close of the Bookbuild and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from the
Bookrunner 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 Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the
Constitution. Except with the Bookrunner's consent, such commitment
will not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunner may
choose not to accept bids and/or to accept bids, either in whole or
in part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Bookrunner
may also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) 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 submitted.
10. 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.
11. 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".
12. 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".
13. Insofar as the Placing relates to the Second Fundraising
Shares (but not, for the avoidance of doubt, the First Fundraising
Shares), the passing of the Resolutions to approve the Placing
(without amendment other than any amendments approved by WH Ireland
in advance) at the Annual General Meeting (or any adjournment
thereof).
14. 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.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Bookrunner, nor any of its
affiliates, agents, directors, officers or employees 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. In particular,
neither the Bookrunner, nor any of its respective affiliates,
agents, directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's conduct of the Placing or of such
alternative method of effecting the Placing as the Bookrunner and
the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The Bookrunner's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement;
2. the Company having performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to First Admission and/or Second Admission;
3. the issue and allotment of the Placing Shares, conditional
only upon First Admission and/or Second Admission as
appropriate;
4. First Admission occurring by no later than 8.00 a.m. (London
time) on 1 November 2021 and Second Admission taking place no later
than 8.00 a.m. (London time) on 1 December 2021 or such other
date(s) and time(s) as may be agreed between the Company and the
Bookrunner, not being later than 3.00 p.m. (London time) on 29
January 2022 (the "Long Stop Date"); and
5. the Placing Agreement not having been terminated by the
Bookrunner in accordance with its terms.
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); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, 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 (subject to the Long
Stop Date), 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 conditions relating to First
Admission and Second Admission taking place may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
Neither the Bookrunner, the Company nor any of their respective
affiliates, agents, directors, officers or employees 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, at any time before First Admission
and/or Second Admission, to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before First Admission and/or Second Admission:
1. any of the warranties given in the Placing Agreement are not
true and accurate and not misleading when given at the date of the
Placing Agreement or would not be true and accurate or would be
misleading if they were repeated on First Admission and/or Second
Admission;
2. the Company has failed to comply with its obligations under
the Placing Agreement, or with the requirements of any applicable
laws or regulations (including MAR and the AIM Rules) in relation
to the Placing;
3. any of the conditions set out in the Placing Agreement are
not fulfilled or (if capable of waiver) waived by the Bookrunner or
shall have become incapable of being fulfilled by the respective
time(s) and date(s) (if any) specified in the Placing
Agreement;
4. there has been any development or event which will or is
likely to have a material adverse effect on the condition
(financial, operational, legal or otherwise), prospects, solvency,
liquidity, management, results of operations, financial position,
business or general affairs of the Group taken as a whole, whether
or not foreseeable and whether or not arising in the ordinary
course of business; or
5. there has been a change in national or international
financial, political, economic, monetary or stock market conditions
(primary or secondary) or an imposition of or compliance with any
law or governmental or regulatory order, rule, regulation,
restriction or direction,
which, in the opinion of the Bookrunner, would or would be
likely to prejudice materially the Company or render the Placing
(or any material part thereof) or First Admission and/or Second
Admission impractical or inadvisable.
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 respective
affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom. 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,
and Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the 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 not relied on any other information (other
than the 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
Following closure of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Bookrunner, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee (in pounds sterling) and a form of confirmation in relation
to settlement instructions.
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 via the
Depositary Interests (ISIN: AU0000090060) following First Admission
and Second Admission will take place within 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 will take place in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
LIBOR rate as determined by the Bookrunner.
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's 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 the 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 themselves
and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of 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;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. 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, employees agents or advisers, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. 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 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;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the Prospectus Regulation
(as it forms part of domestic UK law pursuant to the EUWA), (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 any Member State of the European
Economic Area which has implemented the Prospectus Regulation or
the UK, respectively, other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner 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, or the UK respectively, other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation or the Prospectus Regulation (as it forms
part of domestic UK law pursuant to the EUWA) (as the case may be)
as having been made to such persons;
6. 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;
7. 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 that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the
Bookrunner or the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has
it requested any of 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;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. 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 only;
11. that neither the Bookrunner or the Company or 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 the Publicly Available
Information;
12. 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 or any US
Person at the time the undertaking to subscribe for and/or purchase
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 or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to,
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;
13. that it is not a national or resident of Australia, Canada,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Australia, Canada, New Zealand, the Republic of South Africa or
Japan and that it will not (unless an exemption under the relevant
securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Australia, Canada, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Australia,
Canada, New Zealand, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant clearances or exemptions are
not being obtained from the Securities Commission of any province
or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New
Zealand, the Japanese Ministry of Finance or the South African
Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, New
Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful;
14. 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;
15. 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 or to any US Persons;
16. that it is entitled to subscribe for and/or purchase 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;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. 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
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Bookrunner;
19. 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(2)(A) to (D) (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;
20. that, unless otherwise agreed by the Bookrunner, it is a
Qualified Investor;
21. 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;
22. that 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;
23. that any money held in an account with the Bookrunner (or
its nominee) 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's (or its nominee's) 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;
24. 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 Constitution (which
incorporates by reference the requirements of Chapter 5 of the
Disclosure Guidance and Transparency Rules of the FCA);
25. 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;
26. 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 First
Admission and/or Second Admission, as applicable, becomes
effective;
27. 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;
28. that the 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;
29. 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;
30. 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 First Admission and Second Admission;
31. that time shall be of the essence as regards obligations
pursuant to this Appendix;
32. 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;
33. 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;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993 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 and Terrorist Financing Regulations 2019 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 or the United States Department of State; (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 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 and/or purchased 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;
35. that it will not make any offer to the public within the
meaning of the Prospectus Regulation of those Placing Shares to be
subscribed for and/or purchased by it;
36. 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;
37. 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;
38. 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;
39. 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;
40. that the Bookrunner or its respective affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such 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 purchase
(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
(via Depositary Interests) 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 or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Bookrunner shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
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 respective 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUVUURASURUUA
(END) Dow Jones Newswires
October 26, 2021 02:00 ET (06:00 GMT)
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