TIDMAYM
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR
IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF
ANY SECURITIES OF ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
16 May 2023
Anglesey Mining Plc
("Anglesey Mining", the "Company" or the "Group") (AIM:AYM)
Proposed Placing and Subscription to raise circa £1m
Anglesey Mining Plc (AIM:AYM) is pleased to announce its intention to raise
gross proceeds of approximately £1m by means of a proposed placing (the "
Placing") of new ordinary shares of £0.01 ("Ordinary Shares") each in the
capital of the Company (the "Placing Shares"), to certain institutional and
other investors at a price of 1.5p pence per share (the "Issue Price") with an
associated warrant to subscribe for one ordinary share in the Company at a
price of 2.5p for every two Placing Shares subscribed for (the "Investor
Warrants"), the details of which are set out below.
In addition, and in accordance with its rights under the Juno Investment
Agreement, Juno has also indicated its intention to convert debt for equity by
way of direct subscription for up to 16,500,000 new Ordinary Shares, capped at
pro-rata ownership level. In addition, John Kearney as director of the Company
has also indicated his intention to subscribe for new Ordinary Shares as part
of a separate subscription.
The Issue Price represents a discount of approximately 28.57 per cent. to the
Closing Price of 2.10 pence per Ordinary Share on 15 May 2023 being the latest
practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild (the "
Bookbuild") process which will commence immediately following this Announcement
and will be subject to the terms and conditions set out in the Appendix to this
Announcement.
The Placing and Subscription are conditional only on admission of the Placing
Shares and Subscription Shares to trading on AIM.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares and Subscription Shares to be issued pursuant to the Placing
and Subscription is expected to be made in due course.
WH Ireland Limited ("WH Ireland") is acting as bookrunner in relation to the
Placing.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms at the end of the Appendix to this
Announcement, unless the context requires otherwise.
Fundraising Highlights
* Placing and Subscription to raise approximately £1m (before expenses) from
certain existing shareholders and other institutional investors.
* Placing to be conducted via an accelerated bookbuild process launching
today.
* Issue Price of 1.5 pence per share represents a discount of 28.57 per cent.
to the closing mid-market price of the Company's existing Ordinary Shares
on 15 May 2023, being the latest practicable business day prior to the
publication of this Announcement.
Reasons for the Placing, Use of Proceeds and Transaction Summary
The Company is undertaking the Placing to progress its corporate and
operational strategy and the net proceeds will therefore be applied towards:
* Commence drilling of the Northern Copper Zone at the Parys Mountain copper/
zinc/lead/silver/gold mine on the Isle of Anglesey in North Wales
* Continuing to advance the permitting and Environmental Impact and Social
Assessment of the Parys Mountain mine
* Commence baseline studies for the Grängesberg Iron Ore Mine in Sweden; and
* General working capital purposes
The Placing and Subscription
The Company intends to raise gross proceeds of up to £1m (before expenses) from
participants in the Placing and Subscription.
WH Ireland is acting as Bookrunner ("Bookrunner") in connection with the
Placing. The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out in the
Appendix to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing
agreement dated 15 May 2023 between the Company and the Bookrunner (the "
Placing Agreement") not having been terminated and becoming unconditional in
respect of such shares.
The Placing is also conditional upon, amongst other things:
* admission of the Placing Shares becoming effective by no later than 8.00
a.m. on 22 May 2023 (or such later time and / or date as the Company and
Bookrunner shall agree, not being later than 19 June 2023);
. the delivery by the Company to the Bookrunner of certain documents
required under the Placing Agreement;
. the Company having fully performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
admission of the Placing Shares;
. the Placing Agreement not having been terminated by the Bookrunner in
accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing
Shares to be issued at the Issue Price are to be determined at the discretion
of the Company and the Bookrunner.
Terms of the Investor Warrants
The Investor Warrants are exercisable at any time in the 18 months following
admission at a price of 2.5 pence per Ordinary Share. The warrant certificates
will be issued by the Company to the respective investors after the date of
admission (which is expected to become effective on or around 22 May 2023).
Admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that admission will become
effective and dealings in the Placing Shares will commence at 8.00 a.m. on or
around 22 May 2023.
The Placing Shares will be issued fully paid and will rank pari passu in all
respects with the Company's existing Ordinary Shares.
A further announcement will be made following the closure of the Bookbuild,
confirming final details of the Placing.
The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.
The person responsible for arranging for the release of this announcement on
behalf of Anglesey is Danesh Varma.
For further information on the Company, please visit www.angleseymining.co.uk
or contact:
Enquiries:
Anglesey Mining Plc
www.angleseymining.co.uk
John Kearney,
Chairman
Tel: +1 647 728 4106
Jo Battershill, Chief Executive
Tel: +44 (0) 7540 366000
Davy (Nominated Adviser & Joint Broker)
Brian Garrahy / Daragh
O'Reilly
Tel: +353 1 679 6363
WH Ireland Limited (Joint Broker and Bookrunner)
Harry Ansell / Daniel
Bristowe
Tel: +44 (0) 207 220 1666
Katy Mitchell / Andrew de Andrade
Note:
All time references in this document are to London, UK time.
These dates are given on the basis of the Board's current expectations, are
indicative only and are subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified to Shareholders
by announcement through a Regulatory Information Service.
Shareholders may not use any electronic address provided in this document or
any related documents to communicate with the Company for any purpose other
than those expressly stated.
FURTHER DETAILS OF THE PROPOSED PLACING
Further details of the Placing
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company,
has conditionally agreed to use its reasonable endeavours to procure
subscribers at the Issue Price for the Placing Shares.
The Bookrunner intends to conditionally place the Placing Shares with certain
institutional and other investors at the Issue Price.
In addition to the Placing, Namrata Verma (Non-Executive Director) and Jo
Battershill (Chief Executive Officer of the Company), have also indicated their
intention to participate in the Placing at the Issue Price. John Kearney
(Chairman) has indicated that he will participate in the separate Subscription
at the Issue Price and will also receive investor warrants.
The Company intends to raise gross proceeds of approximately £1m pursuant to
the Placing and the Subscription. The Placing Shares and the Subscription
Shares are expected to be admitted to trading on AIM on or around 22 May 2023
(or such later date and / or time as the Bookrunner and the Company may agree,
being no later than 8.00 a.m. on 19 June 2023).
Admission of the Placing Shares is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in respect of
such shares.
The Bookrunner (acting in good faith) has the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including (but not
limited to): in the event that there is a breach of any of the warranties set
out in the Placing Agreement or there is a Material Adverse Change in the
opinion of the Bookrunner (acting in good faith). The Bookrunner may also
terminate the Placing Agreement if there has been a change in certain
international financial markets, a suspension of trading on certain stock
exchanges or a material disruption in commercial banking or securities
settlement or clearance which, in the opinion of the Bookrunner (acting in good
faith), would materially prejudice the Placing or Admission or makes it
impractical or inadvisable to proceed with the Placing. If this termination
right is exercised or if the conditionality in the Placing Agreement is not
satisfied, the Placing will not proceed.
The Placing is not being underwritten. The Placing is not conditional on a
minimum amount being raised.
Placing Shares
The Placing Shares, when issued, will be fully paid and will rank pari passu in
all respects with the Existing Ordinary Shares in issue, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
Application will be made to London Stock Exchange for admission of the Placing
Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00 a.m. 22 May
2023 and that dealings in the Placing Shares on AIM will commence at the same
time.
IMPORTANT INFORMATION
The distribution of this announcement, including its Appendix (together, the "
Announcement") and the offering of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company or the
Bookrunner that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required by
the Company and the Bookrunner to inform themselves about, and to observe such
restrictions. In particular, the Announcement is not for publication, release,
transmission distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan, South
Africa, New Zealand or any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the solicitation of
an offer to buy, acquire or subscribe for shares in the capital of the Company
in the United States, Australia, Canada, Japan, South Africa, New Zealand or
any other state or jurisdiction. This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or into
the United States absent registration under the Securities Act, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The
Placing Shares have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the
Placing Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia, Canada,
Japan, South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/
1129) ("Prospectus Regulation") or the Prospectus Regulation as it forms part
of domestic UK law pursuant to the EUWA ("UK Prospectus Regulation") and other
enacting measures (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation or UK Prospectus Regulation) to be published. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed only at persons who are: (a) persons in Member
States who are Qualified Investors (as defined in Article 2(E) of the
Prospectus Regulation); and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may otherwise
be lawfully communicated; (all such persons together being referred to as "
Relevant Persons").
This Announcement and the terms and conditions set out herein must not be acted
on or relied on by persons who are not Relevant Persons. Persons distributing
this Announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this Announcement and the terms and
conditions set out herein relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise investments held by
the Group; conditions in the public markets; the market position of the Group;
the earnings, financial position, cash flows, return on capital and operating
margins of the Group; the anticipated investments and capital expenditures of
the Group; changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; and general economic conditions.
These and other factors could adversely affect the outcome and financial
effects of the plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules or other applicable
legislation or regulation, neither the Company nor the Bookrunner undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this Announcement or incorporated by reference into this
Announcement is intended to constitute a profit forecast or profit estimate for
any period, nor should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for the Company.
This Announcement contains information regarding the Company's business and the
markets in which it operates and competes, which the Company has obtained from
various third party sources. Where information has been sourced from a third
party it has been accurately reproduced and, so far as the Company is aware and
is able to ascertain from the information published by that third party, no
facts have been omitted which would render the reproduced information
inaccurate or misleading. Such information has not been audited or
independently verified.
Certain data in this Announcement, including financial, statistical and
operating information, has been rounded.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central
Bank of Ireland, is acting as nominated adviser to the Company and no one else
in connection with the matters described in this Announcement and will not be
responsible to any person for providing the protections afforded to customers
of Davy or for advising any other person in connection with any matter referred
to herein. The responsibilities of Davy as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the Company or to
any director or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
WH Ireland Limited ("WHI"), which is authorised and regulated in Ireland by the
Financial Conduct Authority, is acting as nominated adviser to the Company and
no one else in connection with the matters described in this Announcement and
will not be responsible to any person for providing the protections afforded to
customers of WHI or for advising any other person in connection with any matter
referred to herein. The responsibilities of WHI as the Company's nominated
adviser under the AIM Rules for Companies are owed solely to the London Stock
Exchange and are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to acquire shares
in the capital of the Company in reliance on any part of this Announcement, or
otherwise.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or this
Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective subscribers of the Placing
Shares should conduct their own due diligence on the Placing Shares. If you do
not understand the contents of this Announcement you should consult an
authorised financial adviser.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement is released by the Company and contains inside information
for the purposes of MAR, encompassing information relating to the Proposals and
is disclosed in accordance with the Company's obligations under MAR. The
release of this Announcement has been authorised on behalf of the Company by
Danesh Varma.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF
ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, "
QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
(WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE DEFINITION OF
"QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS PART OF UK
DOMESTIC LAW ("U.K. PROSPECTUS REGULATION") BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER IMPLEMENTING MEASURES
(SUCH PERSONS IN (I) AND (II) BEING "QUALIFIED INVESTORS"); (II) ARE EITHER
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"),
OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND
THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN
IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED
TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES
IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET
BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
No action has been taken by the Company, WH Ireland ("WH Ireland") or any of
its respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by the Australian Securities and Investments
Commission or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such offer, sale, resale or delivery
would be unlawful.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID"), including its enactment under UK domestic law by virtue of
the EUWA ("UK MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID and UK MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance Requirements
"), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of: (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties (each as defined in MiFID II); and (ii)
eligible for distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II and UK MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this Appendix
or this Announcement of which it forms part should seek appropriate advice
before taking any action.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by WH
Ireland or any of their respective affiliates, agents, directors, officers,
consultants, partners or employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers, and
any liability therefor is expressly disclaimed.
These terms and conditions apply to persons acquiring Placing Shares pursuant
to the Placing. Each Placee hereby agrees with the Bookrunner and the Company
to be bound by these terms and conditions as being the terms and conditions
upon which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to it
at the Issue Price and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe for
or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company entered into a Placing Agreement earlier today,
under which the Bookrunner has, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure subscribers
for the Placing Shares at the Issue Price. It is anticipated that the Placing
will raise approximately £1.1m in gross proceeds. The Placing is not being
underwritten by the Bookrunner or any other person.
The Placing Shares are expected to be issued on or around 22 May 2023 (or such
later date as the Company and the Bookrunner may agree, being not later than
8.00 a.m. on 19 June 2023). The issue of The Placing Shares will, when issued,
be subject to the articles of association of the Company, will be credited as
fully paid and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
(if any) declared, made or paid on or in respect of Ordinary Shares after the
date of issue of the Placing Shares.
The Placing Shares will trade under AYM with ISIN GB0000320472.
Application for admission to trading of the Placing Shares and the Subscription
Shares
Application has been made to the London Stock Exchange for the Placing Shares
and Subscription Shares to be admitted to trading on AIM. Admission of the
Placing Shares and Subscription Shares is expected to become effective and
dealings in such shares are expected to commence at 8.00 a.m. on or around 22
May 2023 (the "Admission"). In any event, the latest date for Admission is 19
June 2023 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Bookrunner is arranging the Placing as agent for, and broker of, the
Company. The Bookrunner is regulated by the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of the
Bookrunner or for providing advice in relation to the matters described in
this Announcement.
2. The number of Placing Shares to be issued at the Issue Price under the
Placing will be agreed between the Bookrunner and the Company.
3. Participation in the Placing is only available to persons who are lawfully
able to be, and have been, invited to participate by the Bookrunner. The
Bookrunner is entitled to participate in the Placing as principal.
4. The Placing will be effected by way of an accelerated bookbuild to
institutional investors which will be launched immediately following this
Announcement ("Bookbuild"). The final number of Placing Shares to be placed
at the Issue Price will be agreed by WH Ireland and the Company. The Issue
Price is payable to WH Ireland, as applicable, by all Placees (each as
agent of the Company). Each Placee's allocation has been or will be
confirmed to Placees orally, or in writing (which can include email), by
the Bookrunner and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. The Bookrunner's oral or
written confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in favour
of the Bookrunner and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the Issue
Price and otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of association.
Except with the Bookrunner's consent, such commitment will not be capable
of variation or revocation.
5. As noted above, each Placee's allocation will, unless otherwise agreed
between the Placee and the Bookrunner, be evidenced by a trade confirmation
or contract note issued to each such Placee by the Bookrunner. The terms
and conditions of this Announcement (including this Appendix) will be
deemed to be incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on behalf of
which it is made and except with the Bookrunner's consent will not be
capable of variation or revocation from the time at which it is issued.
6. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Bookrunner (as agent for the Company), to pay to
the Bookrunner (or as the Bookrunner may direct) in cleared funds an amount
equal to the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to allot and
issue to that Placee.
7. 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.
8. 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".
9. 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".
10. 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.
11. To the fullest extent permissible by law and the applicable rules of the
FCA, neither the Bookrunner nor any of its Affiliates shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to
the Placees and the Bookrunner and its Affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those obligations.
In particular, neither the Bookrunner nor any of its Affiliates shall have
any liability (including to the extent permissible by law, any fiduciary
duties) in respect of the Bookrunner's conduct of the Placing.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in respect of, amongst
other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information Service by no
later than 9.00 a.m. on 16 May 2023 or such later time and/or date agreed
between the Company and the Bookrunner;
2. the release of an announcement in relation to the results of the Placing to
a Regulatory Information Service by no later than 3.00 p.m. on 16 May 2023;
3. the delivery by the Company to the Bookrunner of certain documents required
under the Placing Agreement;
4. the Company having performed its obligations under the Placing Agreement to
the extent that fall to be performed prior to Admission;
5. none of the warranties given in the Placing Agreement being untrue or
inaccurate or misleading in any respect at the date of the Placing
Agreement and at the time of Admission as though they had been given and
made on such dates by reference to the facts and circumstances then
subsisting and no matter having arisen which might reasonably be expected
to five rise to an indemnity claim under the Placing agreement, in each
case in the opinion of the Bookrunner; and
6. the Placing Agreement not having been terminated by the Bookrunner on or
prior to Admission;
7. Admission becoming effective on or before 22 May 2023 or such later time as
may be agreed between the Company and the Bookrunner, not being later than
8.00 am on the Long Stop Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bookrunner by the respective time or date where specified (or such later time
or date as the Bookrunner may notify to the Company (being not later than the
Long Stop Date)) or (ii) any of such conditions becomes incapable of being
fulfilled, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement or its
Appendix.
Neither the Bookrunner, the Company nor any of their respective Affiliates
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may make
as to the satisfaction of any condition or in respect of the Placing generally
and by participating in the Placing each Placee agrees that any such decision
is within the absolute discretion of the Bookrunner.
Right to terminate the Placing Agreement
The Bookrunner is entitled to terminate the Placing Agreement at any time prior
to Admission by giving notice to the Company in certain circumstances,
including, inter alia:
1. the Company has failed to comply with any of its material obligations under
the Placing Agreement or it has materially breached the Placing Agreement;
2. any of the warranties contained in the Placing Agreement was, when given,
untrue, inaccurate or misleading in any respect or if any of them has
ceased to be true, accurate and not misleading;
3. any statement contained in the Placing Documents (as defined in the Placing
Agreement) has become or been discovered to be untrue, inaccurate in any
material respect or misleading or that there has been a material omission
therefrom;
4. there has occurred, in the Bookrunner's opinion, acting in good faith, a
Material Adverse Change; or
5. if there is: (a) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary, economic,
political, financial, industrial or market conditions or exchange rates or
exchange controls, or any incident of terrorism or outbreak or escalation
of hostilities or any declaration by the UK of a national emergency or war
or any other calamity or crisis; or (b) a suspension of trading in
securities generally on the London Stock Exchange or New York Stock
Exchange; or (c) an event or omission has occurred which, in each case, the
Bank, acting in good faith, is of the opinion this it would or would be
reasonably likely to materially prejudice the Placing or Admission in
general, or would or would be reasonably likely to make it impracticable or
inadvisable to proceed with the Placing and Admission in general.
If the Placing Agreement is terminated prior to Admission then the Placing will
not occur.
The rights and obligations of the Placees will not be subject to termination by
the Placees or any prospective Placees at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by the Bookrunner
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner and that the
Bookrunner need not make any reference to Placees in this regard and that
neither the Bookrunner nor any of its Affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA or the
London Stock Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or which it has otherwise
announced by means of a Regulatory Information Service ("Publicly Available
Information"). Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information (other than the Exchange Information/Publicly Available
Information), representation, warranty, or statement made by or on behalf of
the Company or the Bookrunner or any other person and neither the Bookrunner,
the Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or statement must not
be relied upon as having been authorised by the Bookrunner, the Company or
their respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Bookrunner are making
any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation or electronic confirmation by WH Ireland, as applicable,
as soon as reasonably possible after the closing of the Bookbuild which will
confirm the number of Placing Shares allocated to them, the Issue Price, the
aggregate amount owed by them to WH Ireland (each as agent of the Company) and
the relevant settlement instructions.
Settlement of transactions in the Placing Shares will, unless otherwise agreed,
take place on a delivery versus payment basis within CREST. Each Placee will be
deemed to agree that it will do all things necessary to ensure that delivery
and payment is completed as directed by the Bookrunner in accordance with the
standing CREST settlement instructions which they have in place with the
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GB0000320472) following
Admission will take place within the system administered by Euroclear UK &
Ireland Limited ("CREST") provided that, subject to certain exceptions, the
Bookrunner reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that it
deems necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 22 May 2023
unless otherwise notified by the Bookrunner and Admission is expected to occur
by 22 May 2023 or such later time as may be agreed between the Company and the
Bookrunner, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
Bookrunner account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Bookrunner on
demand for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Bookrunner such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Bookrunner lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall not pass to
the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Bookrunner nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of the
Placing Shares. Placees will not be entitled to receive any fee or commission
in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Bookrunner (for itself and on behalf of the Company):
1. that it has read and understood this Announcement, including this Appendix,
in its entirety and that its subscription for Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate this
Announcement;
2. that the shares in the capital of the Company are admitted to trading on
AIM, and the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for Companies which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it
is able to obtain or access such Exchange Information without undue
difficulty and is able to obtain access to such information or comparable
information concerning any other publicly traded company without undue
difficulty;
3. that its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
4. that the exercise by the Bookrunner of any right or discretion under the
Placing Agreement shall be within the absolute discretion of the Bookrunner
and the Bookrunner need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to exercise or
not to exercise any such right and each Placee agrees that it has no rights
against the Bookrunner or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only agreement
between it, the Bookrunner and the Company in relation to its participation
in the Placing and supersedes any previous agreement between any of such
parties in relation to such participation. Accordingly, each Placee, in
accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any
of its subsidiaries or any of the Placing Shares other than as contained in
this Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee agrees
that neither the Company, the Bookrunner nor any of their respective
officers, directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
6. that in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in the Prospectus Regulation: (i) the
Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom or any Member State of the European
Economic Area which has implemented the Prospectus Regulation other than
Qualified Investors or in circumstances in which the prior consent of the
Bookrunner have been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in the United Kingdom
or any member state of the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus Regulation
as having been made to such persons;
7. 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;
8. that it has made its own assessment of the Placing Shares and has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and neither the
Bookrunner nor the Company nor any of their respective Affiliates, agents,
directors, officers or employees or any person acting on behalf of any of
them has provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information;
nor has it requested the Bookrunner, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person acting
on behalf of any of them to provide it with any such information;
9. 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;
10. that neither the Bookrunner nor the Company nor any of their respective
Affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of this Announcement or the Publicly Available Information;
11. that it and the person(s), if any, for whose account or benefit it is
subscribing for the Placing Shares is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S;
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 at the time the undertaking to subscribe
for Placing Shares was given and it is not acquiring Placing Shares with a
view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing Shares
except pursuant to an exemption from the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities
laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Canada, Australia, the Republic of
Ireland, the Republic of South Africa or Japan or a corporation,
partnership or other entity organised under the laws of Canada, Australia,
the Republic of Ireland, the Republic of South Africa or Japan and that it
will not offer, sell, renounce, transfer or deliver, directly or
indirectly, any of the Placing Shares in Canada, Australia, the Republic of
Ireland, the Republic of South Africa or Japan or to or for the benefit of
any person resident in Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant exemptions are not being obtained from the Securities Commission
of any province of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing Shares are
not being offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the Republic
of Ireland, the Republic South Africa or Japan;
14. that, if it is in Australia, it represents and warrants that it is a person
who is a "wholesale client" within the meaning of sections 761G and 761GA
of the Corporations Act 2001 (Cth) (the "Corporations Act") who is also a
professional investor or sophisticated investor (as those terms are used in
section 708 of the Corporations Act) or other person specified in section
708 of the Corporations Act who does not need to be given a prospectus or
other disclosure document under Chapter 6D or Chapter 7 of the Corporations
Act to lawfully receive an offer to subscribe for or acquire shares in the
Company;
15. 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;
16. 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;
17. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Bookrunner may in its
discretion determine and without liability to such Placee;
18. that it is entitled to subscribe for Placing Shares under the laws of all
relevant jurisdictions which apply to it and that it has fully observed
such laws and obtained all governmental and other consents which may be
required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result
in the Company or the Bookrunner or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
19. that it understands that the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold
in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and
no representation is being made as to the availability of any exemption
under the Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
20. that it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof
within the meaning of the Securities Act;
21. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other
materials concerning the Proposals in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
22. that it has obtained all necessary consents and authorities to enable it to
give its commitment to subscribe for the Placing Shares and to perform its
subscription obligations;
23. that where it is acquiring Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements
in this Appendix and this Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing in the
form provided to it by the Bookrunner;
24. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person
to whom it is otherwise lawful for this Announcement to be communicated and
in the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of
its business;
25. if it is within the United Kingdom, it is a Qualified Investor as defined
in Article 2I of the U.K. Prospectus Regulation and if it is within a
Relevant Member State, it is a Qualified Investor as defined in Article (e)
of the Prospectus Regulation;
26. 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;
27. 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;
28. that any money held in an account with the Bookrunner (or its nominees) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA.
Each Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from the Bookrunner (or its nominee)
money in accordance with such client money rules and will be used by the
Bookrunner in the course of its own business and each Placee will rank only
as a general creditor of the Bookrunner;
29. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its ordinary shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
30. 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;
31. that it will not deal or cause or permit any other person to deal in all or
any of the Placing Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective;
32. 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;
33. that, as far as it is aware it is not acting in concert (within the meaning
given in The City Code on Takeovers and Mergers) with any other person in
relation to the Company;
34. that this Announcement does not constitute a securities recommendation or
financial product advice and that neither the Bookrunner nor the Company
has considered its particular objectives, financial situation and needs;
35. 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;
36. neither WH Ireland or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of
them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is
not and it will not be a client of either Bank and each Bank does not have
any duties or responsibilities to it for providing the protections afforded
to its clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of
any of its rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
37. that it will indemnify and hold the Company and the Bookrunner and their
respective Affiliates harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and the Bookrunner will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer
true or accurate, the Placee shall promptly notify the Bookrunner and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this
Appendix) are given to the Bookrunner for itself and on behalf of the
Company and will survive completion of the Placing and Admission;
38. that time shall be of the essence as regards obligations pursuant to this
Appendix;
39. 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;
40. 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;
41. that (i) it has complied with its obligations under the Criminal Justice
Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000
(as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and (iii) it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions
imposed pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together" the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations and
has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the Bookrunner may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are
to be subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Bookrunner may decide in
its absolute discretion;
42. that it will not make any offer to the public of those Placing Shares to be
subscribed for by it for the purposes of the Prospectus Regulation Rules
made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019
(FCA 2019/80);
43. 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;
44. 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;
45. 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;
46. 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;
47. that the Bookrunner or any of its respective Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of
the Placing Shares;
48. that no prospectus, admission document or other offering document has been
or will be prepared in connection with the Placing and it has not received
and will not receive a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares; and
49. if it has received any inside information (for the purposes of the MAR and
section 56 of the Criminal Justice Act 1993 or other applicable law and,
where applicable, the equivalent legislation in force within the EEA) about
the Company in advance of the Placing, it has not: (i) dealt (or attempted
to deal) in the securities of the Company or cancelled or amended a dealing
in the securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company or to cancel or
amend an order concerning the Company's securities; or (iii) unlawfully
disclosed such information to any person, prior to the information being
made publicly available;
The Company, the Bookrunner and their respective Affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunner for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Bookrunner.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Bookrunner will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Bookrunner in the event that any of the Company
and/or the Bookrunner have incurred any such liability to UK stamp duty or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the subscription
by them of any Placing Shares or the agreement by them to subscribe for any
Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of its Affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time
Admission means the admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies, as published by the London Stock
Exchange, as amended from time to time
Announcement means this announcement (including the Appendices which forms
part of this announcement)
Board the board of directors of the Company
Bookbuild the process under which WH Ireland, on behalf of the
Company, will determine demand for participation in the
Placing by Placees on the terms described in this
Announcement and the Placing Agreement
Bookrunner WH Ireland
Business Day a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in London, England
certificated or in the description of a share or security which is not in
certificated form uncertificated form (that is, not in CREST)
Closing Price the closing middle market price of an Existing Ordinary Share
as derived from the AIM Appendix to the Daily Official List
of the London Stock Exchange
Company or Anglesey Anglesey Mining PLC of Parys Mountain, Amlwch, Anglesey, LL68
Mining PLC 9RE
CREST the relevant systems for the paperless settlement of trades
in securities and the holding of uncertificated securities
operated by Euroclear in accordance with the CREST
Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755), including (i) any enactment or subordinate legislation
which amends or supersedes those regulations and (ii) any
applicable rules made under those regulations for the time
being in force
Davy J&E Davy, trading as Davy including its affiliate Davy
Corporate Finance, nominated adviser to the Company
Directors the directors of the Company
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 295,220,548 Ordinary Shares in issue as at the date of
this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be
amended from time to time
Group the Company, together with its subsidiaries and subsidiary
undertakings
HMRC HM Revenue & Customs in the UK
ISIN International Securities Identification Number
Issue Price 1.5 pence per Ordinary Shares
Juno Juno Limited
Juno Investment Agreement the agreement, in the agreed terms, between the Company and
Juno Limited entered into on 16 May 2022 in order, inter
alia, to amend the terms of the Working Capital Agreement
London Stock Exchange or London Stock Exchange PLC
LSE
Long Stop Date 19 June 2023
Material Adverse Change any material adverse change in the business of the Group
(financial, trading position or prospects) that does not
affect a similar business in the same sector
MAR means the U.K. version of the Market Abuse Regulation (EU
2017/1129), which forms part of the laws of England and Wales
by virtue of the EUWA and certain other enacting measures.
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placee any person or persons subscribing for Placing Shares pursuant
to the Placing
Placing the conditional placing of the Placing Shares on the terms
and subject to the condition of the Placing Agreement and the
terms and conditions contained in the Appendix to this
Announcement
Placing Agreement the Placing Agreement dated 15 May 2023 between the Company
(1) and WH Ireland (2) relating to the Placing
Placing Shares approximately 67,000,000 new Ordinary Shares which are
proposed to be placed in accordance with the terms of the
Placing
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
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and
Council of 14 June 2017 and any relevant implementing
measures in any Member State of the European Economic Area
Prospectus Regulation the Prospectus Regulation Rules made by the FCA under Part VI
Rules of FSMA
Registrars or Receiving Link Group of 10th Floor, Central Square, 29 Wellington
Agent Street, Leeds, LS1 4DL
Regulatory Information one of the regulatory information services authorised by the
Service FCA to receive, process and disseminate regulatory
information
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription the proposed subscription by John Kearney and Juno Limited
Subscription Shares approximately 16,500,000 new Ordinary Shares which are
proposed to be subscribed for under the Subscription by Juno
and any new Ordinary Shares subscribed for by John Kearney
Terms and Conditions the terms and conditions in respect of the Placing set out in
the Appendix of this Announcement
uncertificated or in recorded on the relevant register of Ordinary Shares as being
uncertificated form held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations, may be transferred by means
of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation the U.K. version of the Prospectus Regulation as implemented
into U.K. law pursuant to the EUWA and certain other enacting
measures
United States or US the United States of America, its territories and
possessions, any state of the United States of America and
the District of Columbia and any other area subject to its
jurisdiction
US Person has the meaning set out in Regulation S of the Securities Act
WH Ireland WH Ireland Limited, acting as the Company's Bookrunner and
broker in relation to the Placing
Working Capital Agreement the agreement dated 25 September 1996 between the Company and
Juno Limited, as subsequently amended and to be amended
pursuant to the Juno Investment Agreement
"£", "pounds sterling", are references to the lawful currency of the United Kingdom
"pence" or "p"
END
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