TIDMALS
RNS Number : 5037V
Altus Strategies PLC
13 December 2021
Altus Strategies Plc / Index (EPIC): AIM (ALS); TSX-V (ALTS);
OTCQX (ALTUF) / Sector: Mining
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR") as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon publication of this announcement, the
inside information is now considered to be in the public domain for
the purposes of MAR.
13 December 2021
Altus Strategies Plc
("Altus" or the "Company")
Proposed Fundraise of US$25 Million
Altus Strategies Plc (AIM: ALS, TSX-V: ALTS, OTCQX: ALTUF)
announces its intention to conduct a placing (the "Placing") of
newly issued ordinary shares of nominal value of GBP0.05 each
("Ordinary Shares") in the Company (the "Placing Shares") to both
existing and new institutional investors and a proposed concurrent
subscription by its major shareholder, La Mancha Fund SCSp ("La
Mancha"), various Altus directors, officers and other investors
(the "Subscription" and, together with the Placing, being the
"Fundraise") of new Ordinary Shares (the "Subscription Shares" and,
together with the Placing Shares, being the "Fundraise Shares") at
a price of 53.5p / C$ 0.90 per Fundraise Share. The Company is
seeking to raise approximately US$25 million (approximately GBP18.8
million) before expenses from the Fundraise. The net proceeds of
the Fundraise will be used to acquire a gold focussed portfolio of
royalties in Australia and Africa from Newcrest Mining Limited
("Newcrest") as separately announced by the Company earlier today.
The Company is also in advanced discussions for a potential debt
facility with established groups for between US$16 million to US$25
million.
BMO Capital Markets Limited ("BMO") has been appointed as sole
bookrunner in connection with the Placing (the "Sole Bookrunner"),
Shard Capital Partners LLP ("Shard") and SP Angel Corporate Finance
LLP ("SP Angel") are acting as lead managers in relation to the
Placing (the "Lead Managers"). SP Angel is acting as the Company's
nominated adviser ("Nomad").
Highlights:
-- Proposed Fundraise of approximately US$ 25 million with net
proceeds to be used to acquire a gold focussed portfolio of
royalties in Australia and Africa including cash paying royalties
and for general corporate purposes.
-- Portfolio of royalties to be acquired for up to US$ 24 million from Newcrest
-- Fundraise Shares are offered at a price of 53.5p / C$ 0.90 per share
-- BMO is acting as Sole Bookrunner and SP Angel & Shard are
acting as Lead Managers in respect of the Placing
-- La Mancha, Altus directors, officers and other investors
intend to participate in the Fundraise
Steve Poulton, Chief Executive of Altus, commented:
"Altus is pleased to have appointed BMO as Sole Bookrunner on
the proposed Fundraise to be used to acquire a gold focussed
portfolio of up to 24 royalties from Newcrest for up to US$ 24
million. The portfolio includes royalties over two producing gold
mines, one near-production gold mine as well as up to 15
development stage projects and six exploration stage projects, with
23 of the royalties being in Australia and one in Côte
d'Ivoire."
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and the Appendix
together being this "Announcement") through an accelerated
bookbuild process (the "Bookbuild") to be launched immediately
following release of this Announcement. The price at which the
Fundraise Shares are to be issued (the "Fundraise Price") has been
set at 53.5p / C$ 0.90 per Fundraise Share.
Use of Fundraise Proceeds
The Company has also separately announced today that it has
agreed to acquire a portfolio of up to 24 royalties over existing
producing mines, near-term development projects, and exploration
assets in Côte d'Ivoire and Australia from Newcrest (the
"Acquisition"). The net proceeds from the Fundraise will be used to
fund the Acquisition.
The Placing and the Subscription are not conditional upon
completion of the Acquisition. Whilst completion of the acquisition
of those royalties not subject to a right of first refusal is
expected to occur shortly after Admission, if the Acquisition does
not complete, in whole or in part, the Company will use the net
proceeds of the Fundraise to partially repay the La Mancha Facility
and for future potential royalty acquisitions, investment
opportunities and general corporate purposes.
The announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section and the detailed terms and conditions
described in the Appendix to this announcement (which forms part of
this announcement, such announcement and the Appendix together
being this "Announcement").
Details of the Placing
The Placing Shares are being offered by way of the Bookbuild,
which will be launched immediately following this Announcement. The
final number of the Placing Shares, the timing of the closing of
the Bookbuild and allocations are at the absolute discretion of the
Sole Bookrunner, in consultation with the Company. A further
announcement will be made following the closing of the Placing and
Subscription, confirming the final details of the Fundraise.
The Placing is not being underwritten by the Sole Bookrunner or
the Lead Managers and is subject to the conditions and termination
rights set out in the placing agreement between the Company, the
Sole Bookrunner and the Lead Managers (the "Placing Agreement").
Further details of the Placing Agreement can be found in the terms
and conditions contained in the Appendix to this Announcement.
Attention is drawn to the detailed terms and conditions of the
Placing described in the Appendix to this Announcement. By choosing
to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix. In particular, investors should read and understand the
information provided in the 'Important Information' section of this
Announcement.
Details of the Subscription
In conjunction with the Placing, certain Altus directors and
officers and La Mancha have indicated that they will be willing to
subscribe for Subscription Shares at the Fundraise Price.
Details of the Fundraise
The completion of the Placing and the Subscription is proposed
to be conditional upon, inter alia, Admission to trading on AIM
("Admission") and receipt of conditional approval of the TSX
Venture Exchange ("TSX-V").
The Fundraise Shares will be subject to a four month restriction
on resale in Canada (including through the TSX-V).
The Placing Shares will also be offered to Australian
professional or sophisticated investors. In addition to the sale of
Fundraise Shares in the UK, Canada and Australia, Fundraise Shares
may be sold into other countries upon agreement of the Company and
the Sole Bookrunner and in compliance with applicable law.
Neither the Fundraise nor the Acquisition require shareholder
approval. The Fundraise Shares, if issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on, or in
respect of, the Ordinary Shares after the date of issue of the
Fundraise Shares.
La Mancha Facility
In August 2021, Altus entered into a US$ 29 million facility
with a wholly owned subsidiary of its 35.08% shareholder, La
Mancha, of which US$ 29 million has been drawn down. The La Mancha
Facility incorporates an automatic prepayment provision which
applies to future cash proceeds from equity capital raised by Altus
which has been waived in respect of the Fundraise.
Notwithstanding the Fundraise, the La Mancha Facility and
interest accrued under the La Mancha Facility is repayable on 17
February 2022. La Mancha has indicated to the Company that in the
event that the facility is not repaid on the scheduled maturity
date, it will act reasonably in considering a suitable extension.
The Company is confident that it will be able to repay the La
Mancha Facility on or before it becoming repayable and is in
advanced discussions for a potential debt facility with established
groups for between US$ 16 million to US$ 25 million.
No break fees, early repayment fees or other fees are payable by
Altus to La Mancha, or to any other party, in connection with the
La Mancha Facility.
Related Party Transactions
La Mancha, as a substantial shareholder, is a "related party"
pursuant to the AIM Rules for Companies and Canadian Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). Accordingly, La Mancha's
proposed participation in the Subscription will constitute a
related party transaction pursuant to AIM Rule 13 and MI 61-101
("Related Party Transaction"). Any subscriptions by Altus'
directors and officers will also constitute related party
transactions under MI 61-101. Any subscriptions by the Company's
directors will also constitute a related party transactions under
the AIM Rules for Companies. Due to the timing of the Fundraise and
Bookbuild, the Company is unable to file a material change report
with the appropriate Canadian securities regulators more than 21
days before the closing of the Fundraise.
For further information, you are invited to visit the Company's
website www.altus-strategies.com or contact:
Altus Strategies Plc Tel: +44 (0) 1235 511 767
Steven Poulton, Chief Executive E-mail: info@altus-strategies.com
BMO Capital Markets Limited (Sole Bookrunner)
Tom Rider / Pascal Lussier Duquette Tel: +44 (0) 20 7236 1010
SP Angel Corporate Finance LLP (Nominated
Adviser) Tel: +44 (0) 20 3470 0470
Richard Morrison / Adam Cowl
SP Angel Corporate Finance LLP (Broker)
Grant Barker Tel: +44 (0) 20 3470 0471
Rob Rees Tel: +44 (0) 20 3470 0535
Shard Capital (Broker) Tel: +44 (0) 20 7186 9927
Isabella Pierre / Damon Heath
Yellow Jersey PR (Financial PR & IR) Tel: +44 (0) 20 3004 9512
Charles Goodwin / Henry Wilkinson E-mail: altus@yellowjerseypr.com
About Altus Strategies Plc
Altus Strategies (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is a
mining royalty company generating a diversified and precious metal
focused portfolio of assets. The Company's differentiated approach
of generating royalties on its own discoveries in Africa and
acquiring royalties globally through financings and acquisitions
with third parties, has attracted key institutional investor
backing. The Company engages constructively with all stakeholders,
working diligently to minimise its environmental impact and to
promote positive economic and social outcomes in the communities
where it operates. For further information, please visit
www.altus-strategies.com .
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organisation of Canada accepts responsibility for the
adequacy or accuracy of this release.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication
or distribution would be unlawful.
No action has been taken by the Company, the Banks or any of
their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers and/or agents
(collectively, "Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
action. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
Residents in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area (the
"EEA") who are "qualified investors", as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"), (b) persons in
the United Kingdom, who are qualified investors, being persons
falling within the meaning of Article 2(e) of Prospectus Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who (i) have professional experience in matters
relating to investments who fall 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"); or (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or; (d) are persons falling
within Article 50 ("sophisticated investors") of the Order; or (c)
persons to whom it may otherwise be lawfully communicated (each
such person in (a), (b), (c) and (d), a "Relevant Person"). This
Announcement and the information in it 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 or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not itself constitute an offer for sale or
subscription of any securities in the Company.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Residents in the United States
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered or sold in the United States
or to any "US person" (as that term is defined in Regulation S of
the US Securities Act), except pursuant to an applicable exemption
from the registration requirements of the U.S. Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
Fundraise Shares is being made in the United States or
elsewhere.
Residents in Canada
The securities referred to herein have not been and will not be
qualified for distribution or distribution to the public under
applicable Canadian securities laws and, accordingly, any sale of
the securities will be made on a basis which is exempt from the
prospectus requirements of such securities laws. The securities
referred to herein are not being offered to and may not be
purchased by, or for the benefit of, persons resident in Canada
except for "accredited investors" within the meaning of that term
in National Instrument 45-106 Prospectus Exemptions, of the
Canadian securities administrators ("NI 45-106"). The information
included in this Announcement is not intended to, and does not,
comply with all of the disclosure requirements that would apply
under applicable Canadian securities law if the Fundraise was being
qualified pursuant to a prospectus filed with the relevant Canadian
securities regulatory authorities. The Fundraise Shares will be
subject to a statutory restricted resale / hold period in Canada
for a period of four months following the closing of the
Fundraise.
No securities commission or similar securities regulatory
authority in Canada has reviewed or in any way passed upon this
Announcement or the contents hereof, or the merits of the Fundraise
Shares and any representation to the contrary is an offense under
applicable Canadian securities laws.
Residents in the Hong Kong
This announcement has not been reviewed by any regulatory
authority in Hong Kong and it has not been, and will not be,
registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong
Kong, the " CWUMPO "), nor has it been authorised by the Securities
and Futures Commission pursuant to the Securities and Futures
Ordinance (Cap. 571 of the laws of Hong Kong, the " SFO ").
Accordingly, the Placing shares have not been and will not be
offered or sold in Hong Kong, by means of any document other than
(i) to 'professional investors' (as defined in the SFO and any
rules made under that ordinance) or (ii) in other circumstances
which do not result in the document being a 'prospectus' as defined
in the CWUMPO or which do not constitute an offer to the public
within the meaning of the CWUMPO. No advertisement, invitation or
document relating to the Placing shares has been or will be issued,
or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or
the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Placing
shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors (as defined in
the SFO and any rules made under that ordinance). No person to whom
Placing shares are issued may sell, or offer to sell, such shares
in circumstances that amount to an offer to the public in Hong Kong
within six months following the date of issue of such shares.
References in this announcement to Hong Kong are to the Hong Kong
Special Administrative Region of the People's Republic of
China.
Residents in Australia
This announcement is not a disclosure statement or prospectus
prepared in accordance with the Corporations Act 2001 (Cth)
("Corporations Act") and does not purport to be complete nor does
it contain all of the information that would be required for a
disclosure statement or prospectus. It should be read in
conjunction with the Company's other periodic releases. The
Fundraise Shares are only available for subscription by residents
in Australia who are 'sophisticated investors' within the meaning
of section 708(8) of the Corporations Act or 'professional
investors' within the meaning of section 708(11) of the
Corporations Act and who execute a valid subscription agreement.
Any person who is not a sophisticated investor or a professional
investor should act or rely on this Announcement or any of its
contents.
Forward Looking Statements
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected financial results, are forward -- looking
statements. Any statements contained in this Announcement that are
not statements of historical fact are, or may be deemed to be,
forward -- looking statements. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe",
"could", "intend", "estimate", "expect", "may", "plan", "project"
or words or terms of similar meaning or the negative thereof, are
not guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these forward -- looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely, such
as changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, BMO, Shard Capital and SP
Angel expressly disclaims any obligation or undertaking to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise unless required to do
so by applicable law or regulation.
Other Cautions
BMO Capital Markets Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or any other
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement.
SP Angel Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the FCA, are acting exclusively
for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or any
other matter referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement. SP Angel Corporate Finance LLP's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
Shard Capital Partners LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or any other
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement.
This Announcement is being 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 or on
behalf of the Banks (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any
of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or their respective
advisers or any other statement made or purported to be made by or
on behalf of any of the Banks and/or any of their respective
affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by any of the Banks and/or
any of their respective affiliates and/or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Fundraise Shares to be issued pursuant to the Fundraise will
not be admitted to trading on any stock exchange other than AIM.
The Fundraise Shares will, when issued, form part of the Ordinary
Shares currently listed for trading on the TSX-V.
Appendix 1 to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in
Appendix 1 to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in Appendix 1 to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR 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 retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (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 any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, each of the Banks will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
Appendix 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "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 ("EEA QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING
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 (III) PERSONS
WHO FALL WITHIN THE DEFINITION OF "SOPHISTICATED INVESTOR" IN
ARTICLE 50 OF THE ORDER, OR (C) IF IN AUSTRALIA, PERSONS WHO ARE
SOPHISTICATED OR PROFESSIONAL INVESTORS, BEING PERSONS FALLING
WITHIN THE MEANING OF SECTION 708 OF THE CORPORATIONS ACT 2001
(CTH), OR 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 ANNOUNCEMENT HAS NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN HONG KONG AND IT HAS NOT BEEN, AND WILL NOT BE,
REGISTERED AS A PROSPECTUS UNDER THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG
KONG, THE "CWUMPO"), NOR HAS IT BEEN AUTHORISED BY THE SECURITIES
AND FUTURES COMMISSION PURSUANT TO THE SECURITIES AND FUTURES
ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG, THE "SFO").
ACCORDINGLY, THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT OTHER THAN
(I) TO 'PROFESSIONAL INVESTORS' (AS DEFINED IN THE SFO AND ANY
RULES MADE UNDER THAT ORDINANCE) OR (II) IN OTHER CIRCUMSTANCES
WHICH DO NOT RESULT IN THE DOCUMENT BEING A 'PROSPECTUS' AS DEFINED
IN THE CWUMPO OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC
WITHIN THE MEANING OF THE CWUMPO. NO ADVERTISEMENT, INVITATION OR
DOCUMENT RELATING TO THE PLACING SHARES HAS BEEN OR WILL BE ISSUED,
OR HAS BEEN OR WILL BE IN THE POSSESSION OF ANY PERSON FOR THE
PURPOSE OF ISSUE, IN HONG KONG OR ELSEWHERE THAT IS DIRECTED AT, OR
THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE
PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE
SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO PLACING
SHARES THAT ARE OR ARE INTED TO BE DISPOSED OF ONLY TO PERSONS
OUTSIDE HONG KONG OR ONLY TO PROFESSIONAL INVESTORS (AS DEFINED IN
THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE). NO PERSON TO WHOM
PLACING SHARES ARE ISSUED MAY SELL, OR OFFER TO SELL, SUCH SHARES
IN CIRCUMSTANCES THAT AMOUNT TO AN OFFER TO THE PUBLIC IN HONG KONG
WITHIN SIX MONTHS FOLLOWING THE DATE OF ISSUE OF SUCH SHARES.
REFERENCES IN THIS ANNOUNCEMENT TO HONG KONG ARE TO THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
CHINA.
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
ANNOUNCEMENT 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 RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OF AMERICA. THE PLACING SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES OF AMERICA, AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES MAY ONLY BE OFFERED OR SOLD (I) OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO
REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II)
WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INVESTORS IN
TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED
STATES.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States of America (including its territories
and possessions, any state of the United States and the District of
Columbia)(the "United States"), Canada, Australia, New Zealand,
Hong Kong, South Africa or Japan (each a "Restricted Territory") or
in any other jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in the any Restricted Territory or
elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any Restricted Territory or in any other jurisdiction
in which such release, publication or distribution is unlawful. The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, BMO
Capital Markets Limited ("BMO"), Shard Capital Partners LLP ("Shard
Capital") and SP Angel Corporate Finance LLP ("SP Angel") (together
the "Banks"), or any of their respective Affiliates, or any of
their, or their respective Affiliates' partners, directors,
officers, members, employees, agents or advisers which would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by each of the Company and the Banks to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the Prospectus Regulation or the UK Prospectus Regulation, as
applicable. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
NOTICE TO CANADIAN INVESTORS
No offer of securities is made pursuant to this Announcement in
Canada except to a person who has represented to the Company and
the Banks that such person: (i) is purchasing as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or distribution; and (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario) (the
"OSA").
The Placing Shares are being sold in Canada in reliance on an
exemption or exemptions from the requirements to provide the
relevant Placees with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions,
certain protections, rights and remedies provided by the applicable
Canadian securities laws will not be available to the relevant
Placees. The Placing Shares will be subject to statutory resale
(hold) restrictions for a period of four months under the
applicable Canadian securities laws and any resale of the Placing
Shares must be made in accordance with such resale restrictions or
in reliance on an available exemption therefrom. Each Placee is
solely responsible (and Company not in any way responsible) for
compliance with applicable securities laws in the resale of any
Placing Shares.
NOTICE TO AUSTRALIAN INVESTORS
No offer of securities is made pursuant to this Announcement in
Australia except to a person who has represented to the Company
that such person is a 'sophisticated investor' (within the meaning
of section 708(8) of the Corporations Act 2001 (Cth) (Corporations
Act)) or 'professional investor' within the meaning of section
708(11) of the Corporations Act. Any person who is not a
sophisticated investor or a professional investor should act or
rely on this Announcement or any of its contents.
**
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 any
Bank or any of their respective Affiliates, nor any of their or
their respective Affiliates' partners, directors, officers,
employees, agents or advisers 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company, the Banks nor their respective Affiliates,
nor any of its, or their respective Affiliates', partners,
directors, officers, employees, agents or advisers, makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will subscribe
for, acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which is subject to the Prospectus Regulation (each a " Relevant
Member State ") who acquires any Placing Shares pursuant to the
Placing:
a) it is an EEA Qualified Investor; and
b) in respect of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any Relevant Member
State to EEA Qualified Investors, or in circumstances in which the
prior consent of the Banks has been given to each such proposed
offer or resale; or
ii. where Placing Shares have been acquired or subscribed for by
it on behalf of persons in any Relevant Member State other than EEA
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a) it is a UK Qualified Investor; and
b) in respect of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of the Banks has been given to each such proposed offer or resale;
or
ii. where the Placing Shares have been acquired or subscribed
for by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
4. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is not acquiring the
Placing Shares as part of any transaction or series of transactions
that is part of a plan or scheme to evade the registration
requirements of the US Securities Act and is, and at the time it
subscribes for the Placing Shares will be either (i) located
outside the United States subscribing for the Placing Shares as
part of an "offshore transaction" as defined in and in reliance on
Regulation S under the US Securities Act, or (ii) is an
institutional "accredited investor" as defined in Rule 501(a) under
the US Securities Act;
5. in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing:
a) it is resident in the Province of Alberta, British Columbia,
Ontario or Quebec, and is an "accredited investor" within the
meaning of section 1.1 NI 45-106 or subsection 73.3(1) of the OSA,
as applicable and a "permitted client" within the meaning of
section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103");
b) it is, or is deemed to be, purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; and
c) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI
45-106;
6. in the case of a person in Australia who acquires any Placing Shares pursuant to the Placing:
a) confirms that it is a 'sophisticated investor' or
'professional investor' for the purposes of section 708(8) or
708(11) of the Corporations Act or is otherwise an investor to
which Placing Shares may be issued without disclosure under section
708 of the Corporations Act, and accepts that the Company may
refuse to issue Placing Shares if the Company is not satisfied that
the person is an investor to which Placing Shares may be issued
without disclosure under section 708 of the Corporations Act;
b) acknowledges that no disclosure document has been, or will be
issued in respect of the Placing or the Placing Shares;
c) acknowledges and confirms that the person is not acquiring
any Placing Shares with the purpose of selling or transferring
them, or granting, issuing or transferring interests in, or options
over, them; and
d) warrants and confirms that the person will not sell or
transfer or make any offer for sale or transfer or grant, issue or
transfer interests in, or options over, all or any of the Placing
Shares;
7. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
8. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Banks will
commence an accelerated bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand for participation in
the Placing by Placees. The books will open with immediate effect
following release of this Announcement. No commissions will be paid
to Placees or by Placees in respect of any Placing Shares. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Details of the Placing Agreement and the Placing Shares
The Banks are acting as placement agents in connection with the
Placing. The Banks have entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions
set out therein, the Banks have agreed, as agents for the Company,
severally to use their respective reasonable endeavours to procure
Placees for Placing Shares at a price per Placing Share determined
as part of the Bookbuild (the "Placing Price") and as set out in
the Placing Agreement.
The number of Placing Shares in the Placing and the Placing
Price will be determined following completion of the Bookbuild and
set out in the term sheet to be entered into between BMO (the
"Bookrunner") and the Company (the "Term Sheet"). The final number
of Placing Shares and their allocations will be decided at the
close of the Bookbuild. The timing of the closing of the bookbuild
will be at the discretion of the Company and the Bookrunner.
Details of the number of Placing Shares and the Placing Price will
be announced as soon as practicable after the close of the
Bookbuild.
In accordance with the terms and subject to the conditions in
the Placing Agreement, the Placing is not underwritten and in the
event that subscribers are not obtained for all or any of the
Placing Shares (being the "Unplaced Shares") or in the event of a
default to make payment by any subscribers procured by the Banks,
there will be no obligation on any Bank to subscribe for any
Unplaced Shares or defaulted Placing Shares.
In addition, the Company is seeking to raise funds through the
issue of the Subscription Shares pursuant to the Subscription. The
Subscription is not being underwritten by the Banks or any other
person.
The Placing Shares and the Subscription Shares have been or will
be duly authorised and will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares. The Placing
Shares and the Subscription Shares will be issued free of any
encumbrances, liens or other security interests.
Application for Admission to Trading on AIM and Listing on the
TSX-V
Application has been made to the London Stock Exchange plc for
the admission of the Placing Shares and the Subscription Shares to
trading on AIM ("Admission"). Application has also been made to the
TSX Venture Exchange ("TSX-V") to approve the issuance of the
Placing Shares and the Subscription Shares.
It is expected that Admission will take place at 8.00 am on 15
December 2021 (or such later date as may be agreed between the
Company and the Bookrunner, provided that such date is no later
than 8.00 am on the Long Stop Date).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by one of the
Banks. Each of the Banks and their respective Affiliates are
entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the Placing and the
Placing Price, being a single price payable to the Banks by all
Placees who are successful . The number of Placing Shares, the
Placing Price and the aggregate proceeds to be raised through the
Placing will be agreed between the Bookrunner and the Company
following completion of the Bookbuild. The Placing Price will be
announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price, which is ultimately established by the Company and the
Bookrunner or at prices up to a price limit specified in its bid .
Bids in the Bookbuild may be scaled down by the Banks on the basis
referred to in paragraph 0 below.
4. The Bookbuild is expected to close no later than 12 noon
(London time) on 14 December 2021, being the first Business Day
after date of this Announcement, but may be closed earlier or
later, at the absolute discretion of the Bookrunner. The Bookrunner
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either
orally or by email by the relevant Bank following the close of the
Bookbuild, and a contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 0 below, the relevant
Bank's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank (as an agent
of the Company) and the Company, under which such Placee agrees to
subscribe for the number of Placing Shares allocated to it and to
pay the Placing Price for each such Placing Share on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association.
6. Subject to paragraphs 0 and 0 above, the Banks may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. The Banks may also, notwithstanding paragraphs 0 and 0
above and subject to the prior consent of the Company, (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the
absolute discretion of the Company and the Bookrunner. The
acceptance of offers shall be at the absolute discretion of the
Banks. If within a reasonable time after a request for verification
of identity, the Banks have not received such satisfactory
evidence, the Banks may, in their absolute discretion, terminate
the Placee's Placing participation in which event all funds
delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an investor representation letter (in the form required by the
Banks).
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the
Banks' and the Company's consent, will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or its assignee
or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing(s) is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
11. All obligations under the Bookbuild and the Placing will be
subject to satisfaction, fulfilment or (where applicable) waiver 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 "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor the Company, nor any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective Affiliates
and the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Placing and not having been
terminated in accordance with its terms. The Banks' obligations
under the Placing Agreement with respect to the Placing are
conditional on certain conditions, including (without
limitation):
1. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission;
2. the agreements in respect of the Acquisitions not having
lapsed or been terminated and having been completed in accordance
with their terms, subject only to the Placing Agreement becoming
unconditional and/or not being terminated and payment of the
consideration due on completion thereof;
3. the representations and warranties of the Company contained
in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement and at all times up
to and including the date of Admission as though they had been
given and made on such dates by reference to the facts and
circumstances then subsisting;
4. the TSX-V granting conditional approval for the issuance of
the Placing Shares and the Subscription Shares prior to the
proposed date for Admission; and
5. Admission taking place by not later than 8.00 a.m. on 15
December 2021 (or such later date as may be agreed in writing
between the Company and the Bookrunner, being not later than 8.00
am on the Long Stop Date).
If: (i) any of the conditions contained in the Placing
Agreement, including (without limitation) those described above,
are not fulfilled or (where applicable) waived by the Bookrunner by
the relevant time or date specified (or such later time or date as
the Company and the Bookrunner may agree, being not later than 8.00
am on the Long Stop Date); or (ii) 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 it in respect
thereof.
The Bookrunner may, at its absolute discretion, waive fulfilment
of all or any of the conditions in the Placing Agreement in whole
or in part, or extend the time provided for fulfilment of one or
more conditions (to the extent that the Bookrunner is permitted to
waive such condition pursuant to the Placing Agreement). Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement. The Bookrunner may terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Neither the Bookrunner nor any of its respective Affiliates, nor
any of its or their respective Affiliates' partners, directors,
officers, employees, agents or advisers shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it or another
person 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 it may make as to the satisfaction of any
condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if:
1. the Company has failed to comply with any of its obligations
contained in the Placing Agreement that are material in the opinion
of the Bookrunner (acting reasonably) in the context of the Placing
or Admission; or
2. any of the representations and warranties of the Company
contained in the Placing Agreement is not, or has ceased to be true
and accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the time; or
3. any matter or circumstance arises as a result of which,
opinion of the Bookrunner (acting in good faith), it is reasonable
to expect that any of the conditions in the Placing Agreement will
not be satisfied at the required time(s) (if any) and continue to
be satisfied at Admission; or
4. there has occurred, in the opinion of the Bookrunner (acting
reasonably) a Material Adverse Change (as defined in the Placing
Agreement) since the date of the Placing Agreement; or
5. the occurrence of certain market disruption or force majeure
events, each as specified in the Placing Agreement.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after oral confirmation by the Banks following the close of the
Bookbuild.
By participating in the Bookbuild, each Placee agrees with the
Company and the Banks that the exercise by the Company or the Banks
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or the Banks or for agreement between the Company
and the Banks (as the case may be) and that neither the Company nor
either of the Banks need make any reference to, or undertake any
consultation with, Placees and that neither they nor any of their
respective Affiliates', agents, directors, officers or employees
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document
has been or will be prepared or submitted to be approved by the FCA
(or any other authority) in relation to the Placing or the Placing
Shares, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement and any Exchange
Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the
contract note (referred to in paragraph 0 above under
"Participation in, and principal terms of, the Placing") to be
provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Banks or their respective Affiliates or any other person and
none of the Banks nor the Company, nor any of their respective
Affiliates 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in making an offer to participate in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Lock-up
The Company has undertaken to the Bookrunner that, between the
date of the Placing Agreement and 120 calendar days after
Admission, it will not, without the prior written consent of the
Bookrunner (such consent not to be unreasonably withheld or
delayed) , enter into certain transactions involving or relating to
the Ordinary Shares, other than pursuant to the Placing, subject to
certain customary carve-outs agreed between the Bookrunner and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Bookrunner and that they need
not make any reference to, or consult with, Placees and that they
shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BJ9TYB96) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. It is expected that such contract
note will be despatched on or around 14 December 2021 and that this
will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment for any Placing Shares is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the
relevant Bank.
The Company will deliver the relevant Placing Shares in
accordance with the Placing Agreement, to a CREST account operated
by the relevant Bank as agent for the Company and each Bank will
enter its delivery (DEL) instruction into the CREST system. The
Banks will hold any Placing Shares delivered to this account as
nominee for the relevant Placees procured by it. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement of the Placing Shares will be on
15 December 2021 on a T+1 basis in accordance with the instructions
given by the Banks.
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 Barclays Bank PLC
as determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. The foregoing is without prejudice to any
cause of action the Banks may have against a defaulting Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that thecontract note 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 to as provided
below, be so registered free from any liability to United Kingdom
stamp duty or United Kingdom stamp duty reserve tax. If there are
any circumstances in which any other stamp duty or stamp duty
reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares (or for the avoidance of doubt if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Banks nor the Company shall be responsible for
the payment thereof. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be and (or itself and for any
such prospective Placee ) with each of the Banks (in their capacity
as placing agents in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute, duplicate or
otherwise transmit this Announcement and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company,
the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company, the Placing
or the Placing Shares;
3. time is of the essence as regards its obligations under this Announcement;
4. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Banks;
5. that the Ordinary Shares are admitted to trading on AIM and
listed on the TSX-V and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR, the AIM Rules for Companies, TSX-V policies, applicable
Canadian provincial securities laws, and other applicable law and
regulation ("Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account, and similar
statements for preceding financial years and that it has reviewed
such Exchange Information and that it is able to obtain or access
such Exchange Information;
6. that none of the Banks nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
7. unless otherwise specifically agreed with the Company and the
Banks, that it is not, and at the time the Placing Shares are
acquired neither it nor any beneficial owner on whose behalf it is
acquiring the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful
to make or accept an offer to acquire the Placing Shares, subject
to certain restrictions; and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in whole or in
part, in, into or within those jurisdictions or in any other
country or jurisdiction where any such action for that purpose is
required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks nor any of
their respective Affiliates nor any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise;
9. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any other
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or
statements made by the Banks or the Company or any of their
respective Affiliates and none of the Banks nor the Company nor any
of their respective Affiliates or any person acting on any of their
respective behalf will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
10. that it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Banks nor any of their respective Affiliates nor any person
acting on any of their respective behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild or the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect
thereof;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks or
any of their respective Affiliates or any person acting on the
Banks' or any of their respective Affiliates' behalf and
understands that (i) none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any liability for public information or any representation; (ii)
none of the Banks nor any of their respective Affiliates nor any
person acting on their behalf has or shall have any liability for
any additional information that has otherwise been made available
to such Placee, whether at the date of publication, the date of
this Announcement or otherwise; and that (iii) none of the Banks
nor any of their respective Affiliates nor any person acting on
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
12. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
13. that it acknowledges that no action has been or will be
taken by the Company, the Banks, nor any person acting on behalf of
the Company, that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
14. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
15. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
16. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
17. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
18. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
19. if in the United Kingdom, that it is a UK Qualified Investor
and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only ;
20. that it has not distributed, forwarded, transferred or
otherwise transmitted, and will not distribute, forward, transfer
or otherwise transmit, this Announcement or any part of it, or any
other presentation or other materials concerning the Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted Territory or
any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account; and (b)it has full power
to make the acknowledgements, representations and agreements herein
on behalf of each such account;
22. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
23. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Banks and the
Company has been given to the proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
25. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
26. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors
and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to EEA Qualified Investors or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
27. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to UK Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;
28. 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 the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
29. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
30. if it has received any inside information (as that term is
defined in MAR) about the Company in advance of the Placing, 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 except as permitted by MAR, prior to the information
being made publicly available;
31. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their respective Affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein and, in the case of the Placing
Shares, against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as the Banks and the Company may in their absolute
discretion determine and without liability to such Placee. It will,
however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) due pursuant to the terms
set out or referred to in this Announcement which may arise upon
the sale of such Placee's Placing Shares on its behalf;
33. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
34. that none of the Company, the Banks nor any of their
respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Banks and that the Banks do not have any duties or responsibilities
to it for providing the protections afforded to their respective
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of the Banks' rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
35. that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, and the Placing Shares are not
being offered or sold within the United States, except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Placing Shares
have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. No
prospectus will be cleared or approved in respect of the Placing
Shares under the securities laws of any Restricted Territory and,
subject to certain exceptions, the Placing Shares may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in whole or in part, in,
into or within the United States or any other Restricted
Territory, or in any country or jurisdiction where any action for
that purpose is required;
36. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. None of the Banks, nor the Company nor any of
their respective Affiliates will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and any of their respective Affiliates and any
person acting on their respective behalf in respect of the same on
an after-tax basis on the basis that the relevant Placing Shares
will be allotted to the CREST stock account of the relevant Bank
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, 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 agreements, 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 Banks or the Company 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;
38. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
39. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and the Banks 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 Banks and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee,
pursuant to this Announcement are given to Bank for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
40. 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 Banks;
41. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
42. 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;
43. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks' conduct of the
Placing or any of them;
44. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks or any of their respective
Affiliates, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation; (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and it will not look to the Company,
the Banks, any of their respective Affiliates or any person acting
on their behalf for all or part of any such loss or losses it or
they may suffer; and (vi) has no need for liquidity with respect to
its investment in the Placing Shares;
45. that it acknowledges and agrees that none of the Banks nor
the Company owe any fiduciary or other duties to it or any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
46. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on their
respective behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Banks and their
respective Affiliates have not made any representation or warranty
to it, express or implied, with respect to the merits of the
Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Banks or any of their respective Affiliates for the
purposes of this Placing;
47. that it acknowledges and agrees that it will not hold any of
the Banks nor any of their respective Affiliates nor any person
acting on their behalf responsible or liable for any misstatements
in, or omissions from, any publicly available information relating
to the Group, including without limitation the Exchange
Information, or information made available (whether in written or
oral form) relating to the Group (the "Information") and that none
of the Banks nor any person acting on behalf of any Bank makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
48. that in connection with the Placing, each of the Banks and
any of their respective Affiliates acting as an investor for its
own account may take up shares in the Company and in that capacity
may retain, purchase or sell for its or their own account such
shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to any Bank and
any of their respective Affiliates acting in such capacity. In
addition, the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for differences) with investors in connection with which such Banks
or any of their respective Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing. None of the Banks nor any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
49. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" in the United States as defined in Regulation S,
or any form of general solicitation or general advertising (within
the meaning set out in Rule 502 of Regulation D under the US
Securities Act);
50. 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 and is a qualified investor) for investment purposes only
and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer, deliver or grant a
participation therein to such person or any third person with
respect of any Placing Shares;
51. that it will not offer or sell, directly or indirectly, any
of the Placing Shares in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
52. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time of
it subscribes for the Placing Shares will be either (a) outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S; or (b) if
in the United States, an institutional accredited investor within
the meaning of Rule 501 under the Securities Act and will have duly
executed an investor letter in a form provided to it and delivered
the same to one of the Banks or its affiliates and to the
Company;
53. that it, and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is not acquiring the
Placing Shares as part of any transaction or series of transactions
that is part of a plan or scheme to evade the registration
requirements of the US Securities Act;
54. that, it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares 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;
55. if it is a person in Canada, that it is an "accredited
investor" as such term is defined in section 1.1 of NI 45-106 or,
in Ontario, as such term is defined in section 73.3(1) of the
OSA;
56. if it is a person in Canada, that it is not a person created
or used solely to purchase or hold the securities as an "accredited
investor" as described in paragraph (m) of the definition of
"accredited investor" in section 1.1 of NI 45-106 or section
73.3(1) of the OSA;
57. the Company is relying on an exemption from the requirement
to provide the Placee with a prospectus under applicable Canadian
securities laws and, as a consequence of acquiring the Placing
Shares pursuant to such exemption: (i) certain protections, rights
and remedies provided by applicable Canadian securities laws,
including statutory rights of rescission and certain statutory
remedies against an issuer, underwriters, auditors, directors and
officers that are available to investors who acquire securities
offered by a prospectus, will not be available to the Placee; (ii)
the common law may not provide investors with an adequate remedy in
the event that they suffer investment losses in connection with
securities acquired in a private placement; (iii) the Placee may
not receive information that would otherwise be required to be
given under applicable Canadian securities laws, and (iv) the
Company is relieved from certain obligations that would otherwise
apply under applicable Canadian securities laws;
58. that the relevant TSX-V approval must be obtained for an
acquisition of Placing Shares resulting in ownership or control of
more than 10% or 20% of the Company's outstanding Ordinary
Shares;
59. it acknowledges that the Placing Shares will be subject to a
statutory hold (restricted sale) period in Canada for a period of
four months following the completion of the Placing and will be
embedded, whether through an electronic deposit system, an
ownership statement or on certificates that may be issued, with a
restrictive legend under applicable Canadian securities laws
substantially in the following form (and with the necessary
information inserted):
a. "Unless permitted under securities legislation, the holder of
this security must not trade the security before [--] 2022." [Date
will be four months and one day after the closing of the
Placing]
b. it further acknowledges that the securities represented by
the share certificate or DRS confirmation are listed on the TSX-V;
however, the securities cannot be traded through the facilities of
TSX-V since they are not freely transferable, and consequently any
certificate representing such securities is not "good delivery" in
settlement of transactions on TSX-V.
60. that it acknowledges that the distribution of the Placing
Shares in Canada is being made on an exempt distribution basis and
that any resale of the Placing Shares in Canada must be made
through an appropriately registered dealer or in accordance with an
available exemption from the dealer registration requirements of
applicable Canadian securities laws, and in accordance with, or
pursuant to an exemption from, the prospectus requirements of such
laws;
61. none of the Company nor the Banks, nor any of their
respective, partners, directors, officers, employees, Affiliates or
agents has made any written or oral representation: (i) that any
person will resell or repurchase the Placing Shares; (ii) that any
person will refund all or any part of the purchase price for the
Placing Shares; or (iii) as to the future price or value of the
Placing Shares;
62. the funds representing the purchase price which will be
advanced by the Placee to the Banks and/or the Company hereunder
will not represent proceeds of crime for the purposes of the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act
(Canada) (the "PCMLTFA") and the Placee acknowledges that the
Company may in the future be required by law to disclose the
Placee's name and other information relating to its purchase in the
Placing, on a confidential basis, pursuant to the PCMLTFA. To the
best of its knowledge (a) none of the funds to be provided by the
Placee (i) have been or will be derived from or related to any
activity that is deemed criminal under the law of Canada, the
United States, or any other jurisdiction, or (ii) are being
tendered on behalf of a person or entity who has not been
identified to the Placee, and (b) the Placee shall promptly notify
the Company if the Placee discovers that any of such
representations ceases to be true, and to provide the Company with
appropriate information in connection therewith;
63. it understands that certain personal information may be
collected by the Company for the purposes of completing the
Placing, which includes, without limitation, determining its
eligibility to purchase the Placing Shares under Canadian
securities laws and other applicable securities laws and completing
filings required by any securities commission or other regulatory
authority; that its personal information may be disclosed by the
Company to: (i) securities commissions or stock exchanges, (ii) the
Canada Revenue Agency or other taxing authorities, and (iii) any of
the other parties involved in the Placing, including legal counsel
to the Company, the Banks and any dealer who sells Placing Shares
to such Placee and may be included in record books in connection
with the Placing; and that by purchasing the Placing Shares, it
will be deemed to have consented to the foregoing collection, use
and disclosure of its personal information and the filing of copies
or originals of any of its documents submitted hereunder as may be
required to be filed with any securities commission or stock
exchange in connection with the transactions contemplated
hereby;
64. it understands that certain information provided by it,
including its name, address, telephone number and email address,
the number of Placing Shares being purchased, the exemption being
relied upon by it in purchasing the Placing Shares and its
registrant or insider status, if applicable, will be disclosed to
the applicable securities regulatory authorities, such information
is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation
and it will be deemed to have authorised the indirect collection of
such information by such securities regulatory authorities. This
information is being collected for the purposes of the
administration and enforcement of the securities legislation of
such jurisdictions. In the event the Placee has any questions with
respect to the indirect collection of such information by such
securities regulatory authorities and regulators, it should contact
the applicable securities regulatory authority or regulator using
the contact information set out below:
British Columbia Securities Commission Alberta Securities Commission
P.O. Box 10142, Pacific Centre Suite 600, 250 - 5(th) Street SW
701 West Georgia Street Calgary, Alberta T2P 0R4
Vancouver, British Columbia V7Y 1L2 Telephone: (403) 297-6454
Inquiries: (604) 899-6854 Toll free in Canada: 1-877-355-0585
Toll free in Canada: 1-800-373-6393 Facsimile: (403) 297-2082
Facsimile: (604) 899-6581 Public official contact: FOIP Coordinator
Email: FOI-privacy@bcsc.bc.ca
Public official contact: FOI Inquiries
Ontario Securities Commission Autorité des marchés financiers
20 Queen Street West, 22(nd) Floor 800, Square Victoria, 22e étage
Toronto, Ontario M5H 3S8 C.P. 246, Tour de la Bourse
Telephone: (416) 593- 8314 Montréal, Québec H4Z 1G3
Toll free in Canada: 1-877-785-1555 Telephone: 514-395-0337 or 877-525-0337
Facsimile: (416) 593-8122 Facsimile: 514-864-6381
Email: Exemptmarketfilings@osc.gov.on.ca E-mail: financementdessocietes@lautorite.qc.ca
Public official contact: Inquiries Officer Public official contact: regarding indirect collection of information:
Secrétaire générale
65. if required by applicable Canadian securities laws
(including any policies of the TSX-V), it will execute, deliver and
file or assist the Company in filing such reports, undertakings and
other documents relating to the purchase of the Placing Shares as
may be required;
66. if it is a person in Australia, that it is a 'sophisticated
investor' or 'professional investor' for the purposes of section
708(8) or 708(11) of the Corporations Act or is otherwise an
investor to which Placing Shares may be issued without disclosure
under section 708 of the Corporations Act; and
67. that each of the Banks and their respective Affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions and that each of the Banks and their
respective Affiliates may provide such services to the Company
and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents or nominees,
direct from the Company for the Placing Shares in question. None of
the Company or the Banks will be responsible for any UK stamp duty
or UK stamp duty reserve tax or any other transfer taxes (including
any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. None
of the Banks nor the Company are liable to bear any stamp duty or
stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") or related interest, fines or penalties that
arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks, the Company, their respective Affiliates and any
person acting on any of their respective behalf harmless from any
such transfer taxes, and all interest, fines or penalties in
relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability
arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any Banks or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that the Banks are receiving a fee in
connection with their role in respect of the Placing as detailed in
the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules, as a
consequence, this money will not be segregated from the Banks'
money in accordance with the client money rules and will be used by
the Banks in the course of its own business, and the Placee will
rank only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment. Either of the Banks shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose in writing or orally to the Banks the
jurisdiction in which the funds are managed or owned.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Acquisitions means the proposed acquisitions by the
Company (or members of its Group) of
certain royalties from Newcrest Operations
Limited and certain other entities within
its group.
Admission has the meaning given to in in Appendix
1 of this Announcement.
Affiliate has the meaning given in Rule 50I(b)
of Regulation D under the US Securities
Act or Rule 405 under the US Securities
Act, as applicable and, in the case
of the Company, includes its subsidiary
undertakings.
AIM the AIM Market operated by the London
Stock Exchange Plc
AIM Rules means the AIM Rules for Companies published
by the London Stock Exchange plc.
Announcement means this announcement (including its
Appendices).
Banks means BMO, Shard Capital and SP Angel.
BMO means BMO Capital Markets Limited (company
number 02928824).
Bookbuild means the accelerated bookbuilding process
to be commenced by the Banks to use
reasonable endeavours to procure Placees
for the Placing Shares, as described
in this Announcement and subject to
the terms and conditions set out in
this Announcement and the Placing Agreement.
Bookrunner means BMO.
Company means Altus Strategies plc (company
number 10746796).
Corporations Act means the Corporations Act 2001 (Austrlia).
CREST means the relevant system (as defined
in the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)) in respect
of which Euroclear is the Operator (as
defined in such Regulations) in accordance
with which securities may be held and
transferred in uncertificated form.
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined
in Article 2(e) of the Prospectus Regulation.
Euroclear means Euroclear UK & Ireland Limited,
a company incorporated under the laws
of England and Wales.
Exchange Information has the meaning given to in in Appendix
1 of this Announcement.
FCA or Financial Conduct means the UK Financial Conduct Authority.
Authority
FSMA means the Financial Services and Markets
Act 2000 (as amended, including any
regulations made pursuant thereto).
Group means the Company and its subsidiary
undertakings.
Information has the meaning given to in in Appendix
1 of this Announcement.
Long Stop Date means 20 December 2021.
MAR means the Market Abuse Regulation (EU)
No.596/2014 as it forms part of the
law of the United Kingdom by virtue
of the European Union (Withdrawal) Act
2018.
Order has the meaning given to it in the main
body of this Announcement.
Ordinary Shares means the ordinary shares of GBP0.05
each in the capital of the Company.
PCMLTFA has the meaning given to in in Appendix
1 of this Announcement.
Placee means any person procured by either
of the Banks (acting as agents for and
on behalf of the Company), on the terms
and subject to the conditions of the
Placing Agreement, to subscribe for
the Placing Shares pursuant to the Placing.
Placing has the meaning given to it in the main
body of this Announcement.
Placing Agreement has the meaning given to it in Appendix
I to this Announcement.
Placing Documents means any press announcement, presentation
materials and any other document published
or issued by or on behalf of the Company
for the purposes of the Placing or the
applications for Admission (including
any amendments and supplements to the
foregoing).
Placing Price means the single price payable to the
Banks by all Placees whose bids in the
Bookbuild are successful, established
through the Bookbuild.
Placing Shares has the meaning given to it in the main
body of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU)
2017/1129.
Regulations has the meaning given to it in Appendix
1 of this Announcement.
Regulation S means Regulation S promulgated under
the US Securities Act.
Regulatory Information means a primary information provider
Service that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix
1 of this Announcement.
Restricted Territory means the United States, Canada, Australia,
New Zealand, Hong Kong, the Republic
of South Africa or Japan.
Shard Capital means Shard Capital Partners LLP (registered
number OC360394).
SP Angel means SP Angel Corporate Finance LLP
(registered number OC317049).
Subscribers means certain potential investors (who
are not Placees) who enter into subscription
agreements with the Company.
Subscription the conditional subscription by the
Subscribers for the Subscription Shares
at the Placing Price, further details
of which are set out in this Announcement.
Subscription Shares the new Ordinary Shares to be subscribed
for directly with the Company by the
Subscribers.
subsidiary has the meaning given to that term in
the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in
the Companies Act 2006.
Target Market Assessment has the meaning given to it in the main
body of this Announcement.
Terms and Conditions means the terms and conditions of the
Placing set out in Appendix I to this
Announcement.
Term Sheet means the term sheet as may be executed
by the Company and the Bookrunner.
transfer taxes means stamp duty or stamp duty reserve
tax or any other similar duties or taxes.
TSX-V has the meaning given to it in the main
body of this Announcement.
uncertificated or in means in respect of a share or other
uncertificated form security, where that share or other
security is recorded on the relevant
register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by
virtue of the European Union (Withdrawal)
Act 2018.
UK Qualified Investor means qualified investors as defined
in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or UK means the United Kingdom of Great Britain
and Northern Ireland.
United States means the United States of America,
its territories and possessions, any
state of the United States and the District
of Columbia.
US Securities Act means the U.S. Securities Act of 1933,
as amended.
Unless otherwise indicated in this Announcement, all references
to "", "GBP", "pounds", "pound sterling", "sterling", "p", "penny"
or "pence" are to the lawful currency of the UK. All references to
"U.S.$","$" or "dollars" are to the lawful currency of the United
States of America.
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IOEVXLFFFLLBFBV
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