TIDMAFC
RNS Number : 6628V
AFC Energy Plc
16 April 2021
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
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AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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 THE REPUBLIC OF SOUTH AFRICA 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 AFC ENERGY PLC 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.
16 April 2021
AFC Energy plc
("AFC Energy" or the "Company")
Expansion of partnership with ABB
Subscription raising GBP4.75 million from commercial
partners
Placing to raise approximately GBP30.25 million
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power
generation technologies, is pleased to announce:
-- the expansion of its existing strategic partnership with ABB,
the provider of electric vehicle charge points, electrification and
digitalisation technologies, through the signing of a new
Development Agreement for the integration and supply of fuel cells
to the global data centre market. Further details of this
relationship are being released in a separate announcement this
morning;
-- equity investment received from commercial partners, ABB
(GBP3.25 million) and Dutco (GBP1.5 million), by way of a
subscription of 7,364,340 new Ordinary Shares raising in aggregate
GBP4.75 million (the "Subscription"); and
-- a placing of approximately 46,899,225 new Ordinary Shares
with institutional investors (the "Placing").
The issue price per new Ordinary Share to be issued pursuant to
the Subscription and the Placing (together the "Fundraising") is
64.5 pence per share ("Issue Price") which represents a discount of
approximately five per cent. to the closing mid-market price of 68
pence per Ordinary Share on 15 April 2021, being the latest
practicable date prior to the publication of this Announcement.
The Directors have concluded that proceeding with the
Fundraising is the most suitable option available to the Company
for raising additional funds through the issue of new Ordinary
Shares and that issuing the new Ordinary Shares at a discount is
fair and reasonable so far as all existing Shareholders are
concerned.
The Placing 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 and will close later
today.
Gary Bullard, Chairman and Non-Executive Director of AFC, and
Joseph Mangion, Non-Executive Director of AFC, intend to subscribe
for an aggregate of 45,000 new Ordinary Shares at the Issue
Price.
Fundraising Highlights
-- Fundraising by way of the Placing and the Subscription to
raise in aggregate approximately GBP35 million (before expenses)
through the issue of an aggregate of approximately 54,263,565 new
Ordinary Shares at the Issue Price.
-- The Company has raised GBP4.75 million (before expenses)
through the Subscription of 7,364,340 new Ordinary Shares at the
Issue Price.
-- The Placing will be conducted via an accelerated bookbuild
process of new Ordinary Shares at the Issue Price.
-- The Issue Price represents a discount of approximately five
per cent. to the closing mid-market price of 68 pence per Ordinary
Share on 15 April 2021, being the latest practicable date prior to
the publication of this Announcement.
-- The Fundraising Shares, assuming full take-up, will represent
approximately 7.4 per cent. of the Enlarged Issued Share
Capital.
-- The net proceeds of the Fundraising will be used to support
(i) the continued product development of AFC Energy and ABB's next
generation high power sustainable electric vehicle (EV) charging
solutions; (ii) the development of new power solutions utilising
AFC's alkaline fuel cell technology platform, including the high
growth global data centre market in collaboration with ABB; and
(iii) the continued development of the Company's scalable
manufacturing capacity to address possible future growth in system
demand.
The Fundraising
The Fundraising comprises the Placing and the Subscription of
approximately 54,263,565 new Ordinary Shares (the "Fundraising
Shares") and will utilise the Company's existing shareholder
authorities to issue the Fundraising Shares on a non-pre-emptive
basis for cash (the "Fundraising").
WH Ireland Limited ("WH Ireland"), M C Peat & Co LLP ("M C
Peat & Co") and Zeus Capital Limited ("Zeus") are acting as
Joint Bookrunners 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 and is expected to close later
today.
The timing of the closing of the Bookbuild and the allocation of
Placing Shares to be issued at the Issue Price are to be determined
at the discretion of the Company and the Joint Bookrunners.
A further announcement will be made following the close of the
Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten.
The expected timetable of principal events is set out in
Appendix I to this Announcement.
The Joint Bookrunners are playing no role in connection with the
Subscription.
The Placing is conditional upon (amongst other things) the
Placing Agreement not having been terminated prior to Admission and
the Subscription. The Subscription is not conditional on the
Placing. The Fundraising is not conditional on a minimum amount
being raised.
AFC Energy plc +44 (0) 1483 276 726
Adam Bond (Chief Executive Officer) www.afcenergy.com
WH Ireland - Nominated Adviser and Joint Bookrunner +44 (0) 207 220 1666
Mike Coe / Chris Savidge (Corporate Finance) www.whirelandcb.com
Jasper Berry (Corporate Broking)
M C Peat & Co LLP - Joint Bookrunner +44 (0) 20 7104 2334
Charlie Peat www.peatandco.com
Zeus Capital Ltd - Joint Bookrunner +44 (0) 203 829 5000
D an Harris, James Hornigold (Corporate Finance) www.zeuscapital.co.uk
John Goold / Dominic King (Corporate Broking)
FTI Consulting - Public Relations +44 (0) 203 727 1000
Sara Powell / Ben Brewerton www.f ticonsulting.com
Additional Information
Background to, and reasons for, the Fundraising
When the Company last raised funds in June 2020, it indicated
that it was entering into a new phase of its business as it plans
to deploy its products commercially. This phase would require an
increasing emphasis on the manufacturing scale up and commercial
deployment of its fuel cell systems and the resources necessary to
implement this. In addition, the Company believed that with systems
built and available for deployment, the ability to meet customer
demand would be accelerated.
In line with this strategy, the pace of the Company's commercial
development has accelerated substantially since the Company's last
fundraise. Highlights since that date include:
-- in July 2020, announcing a commercial system order with
global FIA accredited Extreme E to supply zero emission, hydrogen
fuelled, off-grid power to Extreme E's inaugural electric SUV
racing series commencing in April 2021;
-- in September 2020 announcing the sale of a 100KW H-PowerTM
alkaline fuel cell system to Forschungszentrum Jülich ("Jülich")
for deployment at its Living Lab Energy Campus ("LLEC") showcase in
Germany;
-- in November 2020, announcing the signing of a binding
agreement with BK Gulf LLC ("BK Gulf") (a member of the Dutco
group) to support the immediate scale up of manufacturing capacity
for delivery of its proprietary H-PowerTM fuel cell system;
-- in November 2020, announcing a long-term lease over new
premises at its Surrey headquarters at Dunsfold Park, to serve as
the Company's first large scale H-PowerTM, assembly and
commissioning facility;
-- in December 2020, announcing the signing of a strategic partnership with ABB, the worldwide electrification and digitalisation technologies business, operating in over 100 countries for the design and marketing of next generation high power EV chargers through ABB's market channels;
-- in January 2021, announcing the signing of a strategic
engineering collaboration with Ricardo Energy and Environment, part
of Ricardo plc, a global engineering consultancy with a strong
specialisation in decarbonised transportation and clean power
generation solutions across 55 offices worldwide, with a focus on
the powering of maritime, rail and port infrastructure;
-- in March 2021, announcing of a UK Strategic Partnership
Agreement with international consultancy and construction business,
Mace Group;
-- in April 2021, announcing the signing of a Memorandum of
Understanding to proceed with a new partnership with Altaaqa
Advanced Solutions, a wholly-owned member of the Zahid Group, with
the intention to progress discussions towards an exclusive
dealership arrangement for the supply of AFC Energy fuel cells in
Saudi Arabia and the wider Middle East and Northern Africa regions;
and
-- today, the announcement of the expansion of the strategic
partnership with ABB to incorporate the sustainable powering of
worldwide data centre opportunities.
The Directors consider that the potential opportunities afforded
by these agreements and developments could be substantial and
therefore the Company needs to be prepared to expand more quickly
than anticipated last year. With the additional credibility of ABB
and Dutco's participation in the Subscription, the Directors
believe this is an appropriate time to seek additional
institutional support by way of the Placing and ensure that the
Company has the resources to meet the potential opportunities that
are expected to arise, as and when they do.
Use of proceeds
The proceeds of the Fundraising will be used to support the
continued development of the Company as it moves from the
development phase of its products and technology into the
manufacture and commercialisation of them.
In particular, the proceeds of the Fundraising will
facilitate:
-- the continued product development of AFC Energy and ABB's
next generation high power sustainable electric vehicle (EV)
charging solutions;
-- the development of new power solutions utilising AFC Energy's
alkaline fuel cell technology platform, including the high growth
global data centre market in collaboration with ABB; and
-- the continued development of the Company's scalable
manufacturing capacity to address future growth in projected system
demand.
The use of proceeds set out in relation to the Company's
fundraise in mid-2020 continues to be relevant insofar as the
Company continues to make progress across each of these
workstreams. These include (i) the funding of new fuel cell systems
for deployment, (ii) employment of manufacturing, product engineers
and commercial staff, (iii) investment into manufacturing scale up
strategies and facilities, (iv) accelerated development of the
Company's AlkaMem(R) anion exchange membrane, and (v) the
associated scale up of AFC Energy's "S" Series high density fuel
cell technology.
In addition, the Fundraising will also support and finance the
warranties required in connection with systems deployed into
commercial applications.
Information on ABB and its strategic partnership with AFC
Energy
ABB provides electric vehicle charge points, electrification and
digitalisation technologies operating in over 100 countries.
On 16 December 2020, AFC Energy announced the signing of the
Company's first strategic partnership with ABB. The strategic
partnership aims to leverage respective company technologies in
connection with AFC Energy's zero emission, high efficiency fuel
cell technology alongside ABB's energy storage and DC high power EV
charge points.
The suite of agreements that underpin the strategic partnership
consist of a Commercialisation and Marketing Agreement and a Joint
Product Development Agreement pursuant to which the parties intend
to showcase the supply of secure, reliable and flexible on-site
power generation in ultra-rapid EV charging.
The Commercialisation and Marketing Agreement focusses efforts
on the joint marketing and deployment of integrated high power EV
charging systems across key ABB markets including: private vehicle
hubs; charge point operators; logistics hubs and distribution
centres; public and private urban transportation (including bus
depots); marine (including port and marina charging); and vertical
take-off and landing craft (VTOLs).
The Joint Product Development Agreement ("JPDA") sets out the
activities to be undertaken jointly by ABB and AFC Energy in
designing principles of system operability, proof of concept
testing and productisation ready for customer sales. The final
stage of work under the JPDA is expected to be competed in the
second half of 2021. The Board anticipates that the JPDA will
deliver a fully autonomous, high power EV charging system capable
of deployment in the UK, Europe, United States and elsewhere,
building on the system launched by AFC Energy in December 2019.
Under the Commercialisation and Marketing Agreement, AFC Energy
is afforded a right of first refusal across multiple years to
supply H-Power(TM) fuel cell systems into ABB's high power EV
charging network of international customers where customer or site
power demands are absent or require further resilience.
Both companies jointly market the integrated product across the
key addressable markets and will collaboratively develop a
communications strategy for system branding and deployment.
Following the development of this partnership across the
e-Mobility space, AFC Energy commenced discussions with ABB's
global data centre team based in the United States pertaining to
the provision of a novel fuel cell solution that integrates with
ABB's wider data centre power supply offering. As a long-term and
trusted provider of power solutions to this high growth market, ABB
is an obvious partner to explore this market further and to refine
a fuel cell predicated sustainable power solution that meets the
needs of the data centre market. With this in mind, the two
companies chose to enter a further Development Agreement specially
dedicated to the data centre market and to create new opportunities
for the sale of AFC Energy's fuel cell technology alongside ABB.
Further details of this relationship will be released in a separate
announcement this morning.
Information on Dutco
Dutco Group is a Dubai-based conglomerate with business
interests in the sectors of construction, real estate, carbon and
green energy, trading, freight and logistics, and hospitality. It
has developed and grown its business operations through a
philosophy of long-term strategic investments, often with joint
venture partners. It has successfully delivered projects across the
Middle East region for over 50 years.
In 2020, AFC Energy signed an agreement with BK Gulf, also a
member of the Dutco group, for the mass fabrication of
containerised and modular balance of plant for the fuel cell
system. This agreement stemmed from a working relationship between
AFC Energy and Dutco first confirmed in 2015 to review the emerging
opportunities for the hydrogen sector across the Gulf region.
The Directors consider the participation of ABB and Dutco in the
Subscription is a strong endorsement of AFC Energy's achievements
to date and the shared opportunities that the Board believes lie
ahead.
Further details of the Placing
Pursuant to the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have conditionally agreed to use reasonable
endeavours to procure subscribers at the Issue Price for the
Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing
Shares with certain institutional and other investors at the Issue
Price.
The Placing is conditional upon (amongst other things) the
Placing Agreement not having been terminated, the Subscription
Agreements becoming unconditional in all respects, save for
admission, and Admission occurring on or before 8.00 a.m. on 23
April 2021 (or such later date and/or time as the Joint Bookrunners
and the Company may agree, being no later than 8.00 a.m. on 30
April 2021).
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Bookrunners in relation to, inter
alia, the accuracy of the information in this Announcement and
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify the Joint Bookrunners
in relation to certain liabilities that they may incur in respect
of the Placing.
The Joint Bookrunners (acting in good faith) have the right to
terminate the Placing Agreement in certain circumstances prior to
Admission in respect of the Placing Shares, including (but not
limited to): in the event that there is a breach, or an alleged
breach, of any of the warranties in the Placing Agreement or there
is a material adverse change affecting the condition (financial,
operational, legal or otherwise), earnings, management, funding
position, solvency, business affairs or operations of the Company,
whether or not foreseeable as at the date of the Placing Agreement
and whether or not arising in the ordinary course of business. The
Joint Bookrunners 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 Joint Bookrunner (acting in good faith), makes it impractical
or inadvisable to proceed with the Placing.
The Placing is not being underwritten. The Placing is not
conditional on a minimum amount being raised.
The Subscription
Under the Subscription, the Company has conditionally raised
approximately GBP4.75 million (before expenses) by way of the
subscription of 7,364,340 new Ordinary Shares at the Issue
Price.
The Subscription is conditional upon admission of the
Subscription Shares to trading on AIM occurring on or before 8.00
a.m. on 23 April 2021 (or such later date and/or time as the Joint
Bookrunners and the Company may
agree, being no later than 8.00 a.m. on 30 April 2021 ).
New Ordinary Shares
In addition to the Fundraising Shares, the Company is intending
to issue 445,736 new Ordinary Shares in settlement of an adviser
fee incurred in connection with the Subscription by capitalising
the amount owed to such adviser.
The New Ordinary 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 New Ordinary Shares to trading on AIM. It is expected that
Admission of the New Ordinary Shares will take place on or before
8.00 a.m. on 23 April 2021 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.
Gary Bullard, Chairman and Non-Executive Director of AFC, and
Joseph Mangion, Non-Executive Director of AFC, intend to subscribe
for an aggregate of 45,000 new Ordinary Shares at the Issue
Price.
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 Joint Bookrunners 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.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser, Joint Broker
and Joint 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, for the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, 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
responsibilities of WH Ireland as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to 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.
M C Peat & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting as Joint Broker and Joint
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 M C Peat & Co by FSMA or the
regulatory regime established thereunder, M C Peat & Co accepts
no responsibility whatsoever, and makes no representation or
warranty, express or implied, for the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. M C Peat & Co 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.
Zeus, which is authorised and regulated in the United Kingdom by
the FCA, is acting solely as Joint 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 Zeus by FSMA or the regulatory
regime established thereunder, Zeus accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. Zeus 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, 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, 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
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for 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 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 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 or the Republic of South Africa or to any investor
located or resident in Canada.
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 UK
version of Regulation (EU) no 2017/1129 of the European Parliament
and of the Council of 14 June 2017, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time, and includes any relevant implementing measure in any
member state (the " UK Prospectus Regulation ") 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 the Financial Services and Markets Act
2000, as amended (" 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 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 (" Member States ")
of the European Economic Area (" EEA ") who are qualified investors
as defined in section 86(7) of FSMA, as amended (" Qualified
Investors "), being persons falling within the meaning of article
2(e) of Prospectus Regulation (EU) 2017/1129 (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.
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 of 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 independent financial
adviser.
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 Joint Bookrunners 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 Fundraising
will not be admitted to trading on any stock exchange other than
AIM.
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 16
April
Announcement of the results of the Fundraising 16 April
Admission of the New Ordinary Shares to 23 April
trading on AIM
Expected date for CREST accounts to be credited 23 April
in respect of the New Ordinary Shares in
uncertificated form
Where applicable, expected date for dispatch Within 14 days of
of definitive share certificates for New Admission
Ordinary Shares in certificated form
Long Stop Date 8:00 a.m. on 30
April
All dates remain subject to change. Any such change will be
notified to Shareholders via a Regulatory Information Service.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"ABB" ABB Ltd, registered in the Switzerland
"ABB Schweiz" ABB Schweiz AG, registered in Switzerland
------------------------------------------------------------
"ABB Subscription" the subscription for ABB Subscription Shares
by ABB Schweiz pursuant to the provisions
of the ABB Subscription Letter
------------------------------------------------------------
"ABB Subscription Agreement" the subscription agreement dated on or around
the date of this Announcement, pursuant
to which ABB Schweiz will subscribe for
the ABB Subscription Shares
------------------------------------------------------------
"ABB Subscription Shares" the 5,038,760 Ordinary Shares recorded in
the ABB Subscription Agreement pursuant
to the ABB Subscription at the Issue Price
------------------------------------------------------------
"Admission" admission of the New Ordinary Shares to
AIM becoming effective in accordance with
Rule 6 of the AIM Rules
------------------------------------------------------------
"AIM" the market of that name operated by the
London Stock Exchange
------------------------------------------------------------
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
------------------------------------------------------------
"Announcement" this announcement
------------------------------------------------------------
"Articles" the articles of association of the Company
(as amended from time to time)
------------------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted
by the Joint Bookrunners pursuant to the
Placing Agreement and this Announcement
------------------------------------------------------------
"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 "AFC Energy" AFC Energy plc, a company incorporated in
England and Wales under the Companies Act
1985 with registered number 05668788
------------------------------------------------------------
"Companies Act" the Companies Act 2006, as amended
------------------------------------------------------------
"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)
------------------------------------------------------------
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
------------------------------------------------------------
"Dutco" Dutco Group of Companies
------------------------------------------------------------
Dutco Overseas Dutco Overseas Limited, registered in the
United Arab Emirates
------------------------------------------------------------
"Dutco Subscription" the subscription for Dutco Subscription
Shares by Dutco Overseas pursuant to the
provisions of the Dutco Subscription Agreement
------------------------------------------------------------
"Dutco Subscription the subscription agreement dated on or around
Agreement" the date of this Announcement, pursuant
to which Dutco Overseas will subscribe for
the Dutco Subscription Shares
------------------------------------------------------------
"Dutco Subscription the 2,325,580 Ordinary Shares recorded in
Shares" the Dutco Subscription Agreement pursuant
to the Dutco Subscription at the Issue Price
------------------------------------------------------------
"EEA" the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and
Norway an "Member State" shall be construed
accordingly
------------------------------------------------------------
"Enlarged Issued Share the Ordinary Shares which shall be in issue
Capital" immediately following Admission
------------------------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
------------------------------------------------------------
"EUWA" the European Union (Withdrawal) Act 2018
------------------------------------------------------------
"Existing Ordinary Shares" the 676,490,810 Ordinary Shares in issue
at the date of this Announcement
------------------------------------------------------------
"FCA" the Financial Conduct Authority
------------------------------------------------------------
"FSMA" the Financial Services and Markets Act 2000
------------------------------------------------------------
"Fundraising" the Placing and the Subscription
------------------------------------------------------------
"Fundraising Shares" the Placing Shares and Subscription Shares
------------------------------------------------------------
"Issue Price" 64.5 pence per New Ordinary Share
------------------------------------------------------------
"Joint Bookrunners" WH Ireland, M C Peat & Co and Zeus
------------------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
------------------------------------------------------------
"Long Stop Date" 30 April 2021
------------------------------------------------------------
"MAR" or "Market Abuse EU Market Abuse Regulation (2014/596/EU)
Regulation"
------------------------------------------------------------
"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
------------------------------------------------------------
"M C Peat & Co" M C Peat & Co LLP, joint bookrunner to the
Company in respect of the Placing
------------------------------------------------------------
"Money Laundering Regulations" the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended), the
money laundering provisions of the Criminal
Justice Act 1993, the Proceeds of Crime
Act 2002 and the Criminal Finances Act 2017
------------------------------------------------------------
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant
to the Fundraising and pursuant to the settlement
of an adviser fee, the number of which will
be announced by the Company on completion
of the Bookbuild
------------------------------------------------------------
"Ordinary Shares" ordinary shares of 0.1 pence each in the
capital of the Company
------------------------------------------------------------
"Placee" any person subscribing for and/or purchasing
Placing Shares pursuant to the Placing
------------------------------------------------------------
"Placing" the placing of the Placing Shares by the
Joint Bookrunners on behalf of the Company
at the Issue Price pursuant to the Placing
Agreement
------------------------------------------------------------
"Placing Agreement" the agreement dated 16 April 2021 between
the Company and the Joint Bookrunners relating
to the Placing
------------------------------------------------------------
"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
------------------------------------------------------------
"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
------------------------------------------------------------
"Registrar" Computershare Limited, a limited company
registered in England and Wales (No. 03015818)
with its registered office at The Pavilions,
Bridgwater Road, Bristol, BS99 7NH
------------------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
------------------------------------------------------------
"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
------------------------------------------------------------
"Specified Event" an event occurring or matter arising on
or after the date of the Placing Agreement
and Admission which if it had occurred or
arisen before the date of the Placing Agreement
would have rendered any of the warranties
given by the Company to the Joint Bookrunners,
untrue, inaccurate or misleading
------------------------------------------------------------
"Subscription" the ABB Subscription and the Dutco Subscription
------------------------------------------------------------
"Subscription Agreements" the ABB Subscription Agreement and the Dutco
Subscription Agreement
------------------------------------------------------------
"Subscription Shares" the ABB Subscription Shares and the Dutco
Subscription Shares
------------------------------------------------------------
"UK MAR" or "UK Market the UK version of the EU Market Abuse Regulation
Abuse Regulation" (2014/596/EU) which forms part of UK law
by virtue of the EUWA
------------------------------------------------------------
"UK Prospectus Regulation" the UK version of the Prospectus Regulation
which forms part of UK law by virtue of
the EUWA
------------------------------------------------------------
"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, nominated adviser to
the Company and joint bookrunner to the
Company in respect of the Placing
------------------------------------------------------------
"Zeus" Zeus Capital Limited, joint bookrunner to
the Company in respect of the Placing
------------------------------------------------------------
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
------------------------------------------------------------
"EUR" or "Euros" are references to the lawful currency of
the European Union.
------------------------------------------------------------
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, THE REPUBLIC OF SOUTH AFRICA 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 ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS 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 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 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 LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY
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.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK version of the Prospectus Regulation, which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time, and includes any relevant
implementing measure in any member state (the " UK Prospectus
Regulation ") 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 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 New Ordinary 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 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 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 II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (each of which form
part of UK law by virtue of EUWA) (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of 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 Joint
Bookrunners 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 Joint Bookrunners 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) 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 Joint Bookrunners and the Company have entered into a
Placing Agreement, under which the Joint Bookrunners have, on the
terms and subject to the conditions set out therein, undertaken to
use their reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten by the Joint
Bookrunners 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 Joint
Bookrunners in consultation with the Company and a further
announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the
Articles, will be credited as fully paid and will rank pari passu
in all respects with the Existing Issued 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 New Ordinary Shares will trade on AIM under AFC with ISIN
GB00B18S7B29.
Adviser Shares
The Company intends to issue 445,736 new Ordinary Shares in
settlement of an adviser fees incurred in connection with the
Subscription, by capitalising the amount owed to such adviser .
Application for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the New Ordinary Shares on AIM. It is expected that
Admission of the New Ordinary Shares will take place on or before
8.00 a.m. on 23 April 2021 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by potential
Placees at the Issue 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 Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing as agents for
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 Joint Bookrunners. The Joint Bookrunners are entitled to
participate in the Placing as principals.
3. The Bookbuild will establish the number of Placing Shares to
be placed at the Issue Price.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at the Joint Bookrunners. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Joint Bookrunners 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 Joint Bookrunners. 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. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Joint Bookrunners following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The Joint Bookrunners'
oral or emailed confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire by subscription or
purchase 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 Joint Bookrunners' 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
placed at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. The
Joint Bookrunners 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 Joint Bookrunners' 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 Joint Bookrunners 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 placed 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 Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. 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.
14. To the fullest extent permitted by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither the Joint
Bookrunners nor any of each of their 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
delivery of the Placing Shares to the Placees and Joint Bookrunners
and each of their affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, none of the Joint Bookrunners nor any of each of their
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) to the Placees in respect
of the Joint Bookrunners' conduct of the Placing.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, among other
things:
A) the Company having allotted the Fundraising Shares, subject
only to Admission;
B) none of the warranties given by the Company to the Joint
Bookrunners being untrue, inaccurate or misleading in each case by
reference to the facts and circumstances then subsisting;
C) the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Admission and not being
in breach of the Placing Agreement;
D) the Subscription Agreements having been entered into and
become unconditional in all respects, save for admission of the
Subscription Shares to trading on AIM;
E) there not having occurred, in the opinion of the Banks
(acting together and in good faith), a Material Adverse Change at
any time prior to Admission; and
F) Admission having become effective at or before 8.00 a.m. on
23 April 2021 (or such later time or date as the Company and the
Joint Bookrunners may agree, not later than 8.00 a.m. on 30 April
2021 ).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Joint Bookrunners by the respective time or date as specified
above; (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 lapse 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 Joint Bookrunners may (acting together), at their sole
discretion and upon such terms as they think 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 conditions
relating to 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 Joint Bookrunners, 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
Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including:
A) any statement contained in the Placing Documents has, in the
opinion of the Joint Bookrunners (acting in good faith), become or
is discovered to be untrue, inaccurate or misleading; or
B) any matters have arisen or have been discovered which would,
if the Placing Documents were to be issued at that time, constitute
an omission therefrom; or
C) any of the conditions to Admission have become incapable of
satisfaction before the latest time provided or any of the
conditions has not been satisfied before the latest time provided
in the Placing Agreement and in either case has not been waived;
or
D) there has, in the opinion of a Joint Bookrunner (acting in
good faith), been a breach, or an alleged breach, of any of the
Warranties; or
E) in the opinion of a Joint Bookrunner (acting in good faith),
a Specified Event has occurred; or
F) the Company fails, in any respect which is material in the
opinion of a Joint Bookrunner (acting in good faith), to comply
with any of its obligations under the Placing Agreement; or
G) in the opinion of a Joint Bookrunner (acting in good faith),
there has been a Material Adverse Change; or
H) 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; or
I) application for Admission is refused by London Stock
Exchange, or, in the opinion of WH Ireland (acting in good faith),
will not be granted.
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 Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners, as
applicable, and that none of them need make any reference to
Placees and that neither the Joint Bookrunners, nor any of its
respective affiliates shall have any liability to Placees
whatsoever in connection with any such 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 be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
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 business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange 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),
representation, warranty, or statement made by or on behalf of the
Company, or the Joint Bookrunners or any other person and neither
the Joint Bookrunners, 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
Joint Bookrunners, 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 Joint
Bookrunners 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 the close 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 Joint Bookrunners, stating the number of Placing Shares
allocated to it at the Issue Price, the aggregate amount owed by
such Placee (in GBP) 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 Joint Bookrunners in accordance with the standing
CREST settlement instructions which they have in place with the
Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN:
GB00B18S7B29 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Joint Bookrunners
reserve 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 be on the date of Admission
in accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners 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 appropriate Joint Bookrunners'
account and benefit (as agents 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 Joint Bookrunners 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 Joint Bookrunners
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully takes in pursuance of such sale.
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 Joint Bookrunners 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 Joint Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendices, 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 in any
circumstances;
3. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners, and the Joint Bookrunners 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 Joint Bookrunners, 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;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners 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 Exchange Information. Each Placee
agrees that neither the Company, the Joint Bookrunners 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 of the UK
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 any
Member State other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners 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 other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation or Prospectus Regulation
as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners 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 Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners 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 neither the Joint Bookrunners nor 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, 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 Joint Bookrunners, 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) unless otherwise agreed in writing with the
Joint Bookrunners, located outside the United States and it is not
a US person as defined in Regulation S under the Securities Act
("Regulation S") and it is subscribing for the Placing Shares only
in "offshore transactions" as defined in and pursuant to Regulation
S, and (ii) it is not subscribing for 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 that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
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 the Announcement and 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 the
Announcement and Publicly Available Information;
11.that neither the Joint Bookrunners nor 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 Joint Bookrunners,
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, 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 Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, 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 South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, 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 South Africa or Japan;
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 Shares to any persons within the United States or to any US
persons (as that term is defined in Regulation S);
16.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 it
has complied with all necessary formalities and that it has not
taken any action which will or may result in the Company or the
Joint Bookrunners 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 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) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
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 (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 Joint Bookrunners, it is
a qualified investor (as defined in section 86(7) of FSMA);
21.that, unless otherwise agreed by the Joint Bookrunners, 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 each of the Joint
Bookrunners (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 Joint
Bookrunners' (or its nominee's) money in accordance with such
client money rules and will be used by the Joint Bookrunners in the
course of its own business and each Placee will rank only as a
general creditor of the Joint Bookrunners;
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 Disclosure Guidance and
Transparency Rules published by 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 under the Placing unless and until Admission becomes
effective;
27.that it appoints irrevocably any director of the Joint
Bookrunners 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, 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;
29.that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
30.that it 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;
31.that it will indemnify and hold the Company and the Joint
Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Bookrunners for
themselves and on behalf of the Company and will survive completion
of the Placing and the Admission;
32.that time shall be of the essence as regards its obligations
pursuant to this Appendix;
33.that it is responsible for obtaining any legal, 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 Joint Bookrunners to provide any legal, tax or other
advice to it;
34.that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
35.that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA, UK MAR and/or 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 Regulations 2007 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 it 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 Joint Bookrunners such evidence, if any, as to the
identity or location or legal status of any person which the Joint
Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners
may decide in its absolute discretion;
36.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;
37.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;
38.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 Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
39.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 Joint Bookrunners;
40.that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
41.that the Joint Bookrunners or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
42.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
43.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 Joint Bookrunners 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 Joint Bookrunners 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
Joint Bookrunners.
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 nor the
Joint Bookrunners 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 Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners 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 this
Appendix) may be subject to amendment. The Joint Bookrunners 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
Joint Bookrunners 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
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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.
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END
IOEFELLFFZLBBBV
(END) Dow Jones Newswires
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