TIDMARS
RNS Number : 5792H
Asiamet Resources Limited
13 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES
ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY
FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS
ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH
OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS RULES AND
HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED WITH, THE
FINANCIAL CONDUCT AUTHORITY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN OFFER, AND MAY NOT BE USED IN CONNECTION WITH AN OFFER, TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR
PLACING SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS OR MAY BE UNLAWFUL.THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES.
Placing of Common Shares to Raise up to GBP7.2 Million
(approximately US$10 Million) to obtain significant majority
ownership of the Beutong Copper Project and accelerate the
Expansionary Drilling Programmes at the KSK Properties
_____________________________________________________________________
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE PLACING AND OTHER MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE
INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
13 March 2018 - Asiamet Resources Limited, (AIM: ARS) ("Asiamet"
or the "Company"), is pleased to announce a placing of up to
65,402,224 new common shares of US$0.01 each in the Company (the
"Placing Shares") at a price of 11 pence per Placing Share (the
"Placing Price") to raise a total of GBP7.2m (approximately
US$10.0m) (before expenses) (the "Placing"). The net proceeds from
the Placing will primarily be used to:
-- increase the Company's equity position from 40% to 80% in the
Beutong Production IUP ("Beutong") containing a large scale copper
porphyry;
-- continued development works at Beutong including
metallurgical test work and drilling, and further exploration at
the KSK properties; and
-- provide general working capital including corporate functions
supporting the above initiatives and finalising the BKM Feasibility
Study.
The Placing is being conducted through an accelerated book
building process (the "Accelerated Book Build") which will be
launched immediately following the release of this announcement
(the "Announcement") and which is expected to close no later than
4.00 pm (GMT) today. Liberum Capital Limited ("Liberum Capital") is
acting as sole bookrunner and joint broker in relation to the
Placing with Optiva Securities Limited ("Optiva") acting as joint
broker. NRG Capital Partners ("NRG") is acting as financial adviser
in connection with the Placing.
Highlights
-- Up to GBP7.2m (approximately US$10.0m) million to be raised
via a proposed Placing at an issue price of 11 pence per Placing
Share.
-- Gross proceeds of the Placing and existing cash reserves of
c.US$2.0m are expected to be utilised as follows:
-- US$4.7 million for increasing ownership at Beutong (from 40%
to 80%) and accelerating drilling at the property including
metallurgical programmes;
-- US$2.5 million for regional exploration on the KSK Contract of Work Area;
-- US$3.3 million to commence optimisation and early works in
relation to BKM and completion of the Bankable Feasibility Study;
and
-- US$ 1.5 million for general working capital purposes including the costs of the Placing.
-- The Placing Price of 11 pence per Placing Share is
approximately equal to the 30 day VWAP of 11.0 pence.
-- The Placing Shares represent, in aggregate, approximately 7.1
per cent. of the Company's issued common share capital as enlarged
by the issue of the Placing Shares
-- The Placing proceeds will allow Asiamet to increase its
ownership in the Beutong copper project, continue development works
in accordance with the Production IUP and realise further
shareholder value through a deep drilling programme and further
metallurgical works to test leachability.
-- The wider potential of the KSK Contract of Work Area has been
enhanced through drilling programmes since August 2017. The Company
proposes to pursue further immediately accessible targets in the BK
area and define a resource in connection with the polymetallic BKZ
target in the coming months which will further enhance the KSK
project area potential.
Peter Bird, Asiamet CEO commented:
"Asiamet is at a very exciting stage whereby this well supported
capital raising affords the Company with the capability to increase
its equity position in the Beutong Copper Porphyry Project from 40%
to 80% as prescribed under the Joint Venture agreement with a
local, well respected Indonesian partner, Media Group. Beutong is a
very significant project which already has a NI 43-101 Mineral
Resource of 2.4 million tonnes of copper defined (100% basis). The
Resource remains open both laterally and at depth. During 2018, the
Company will actively address this opportunity with both
expansionary and metallurgical drill campaigns. In addition to this
work the Company remains very focussed on the KSK CoW (100% owned)
where it plans to deliver the BKM Copper Feasibility Study and a
Maiden Resource on the adjacent BKZ project in the first half of
2018. The KSK CoW has a number of other targets which will be
advanced over 2018 such as satellites around BKM and the more
regional Baroi Project. These projects may, in the future, utilise
the potential infrastructure of the BKM mine. Our aim for 2018 is
to continue to deliver shareholder value through unlocking
exploration upside from our portfolio and delivering the BKM
Feasibility Study."
The Accelerated Book Build
The Placing is being conducted by way of an Accelerated Book
Build led by Liberum Capital as sole bookrunner.
The Placing is being conducted under existing authorities to
allot shares and as such there is no requirement for approval at a
general meeting.
The Company has today entered into the Placing Agreement with
Liberum Capital which contains customary terms and conditions.
Pursuant to the Placing Agreement, Liberum Capital has
conditionally agreed, as agent for the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
The books for the Accelerated Book Build will open with
immediate effect. The books are expected to close no later than
4.00 p.m. (GMT) today. The timing of the closing of the books and
the making of allocations may be accelerated or delayed at Liberum
Capital's sole discretion. The Appendix to this Announcement
contains the detailed terms and conditions of the Placing and the
basis on which investors may participate in the Accelerated Book
Build. The Placing is not being underwritten by Liberum Capital.
Details of the number of Placing Shares conditionally placed with
institutional and other investors pursuant to the Placing and gross
proceeds will be announced as soon as practicable after the close
of the Accelerated Book Build.
Qualifying investors who are invited, and who choose, to
participate in the Accelerated Book Build by making an oral and
legally binding offer to acquire Placing Shares, 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 contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Common Shares, including the
right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of such shares after the
date of their issue.
Admission
Application has been made for the Placing Shares to be admitted
to trading on AIM and it is expected that Admission will become
effective and trading will commence in the Placing Shares at 8.00
a.m. on 20 March 2018. The exact number of shares to be admitted
will be advised in a further announcement.
Further details of the Placing can be found below.
Enquiries:
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: tony.manini@asiametresources.com
Peter Bird
Director & CEO, Asiamet Resources Limited
Email: peter.bird@asiametresources.com
Liberum Capital Limited
Neil Elliot, Clayton Bush, Kane Collings
Telephone: +44 20 3100 2222
Email: neil.elliot@liberum.com
NRG
Rita Adiani, Mick Oliver
Telephone: +44 20 3709 4504,4505
Email: rita.adiani@nrgcapitalpartners.com,
mick.oliver@nrgcapitalpartners.com
Optiva Securities Limited
Christian Dennis
Telephone: +44 20 3137 1903
Email: Christian.Dennis@optivasecurities.com
FlowComms Limited
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: Sasha@flowcomms.com
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Andrew Thomson / Stephen Allen
Telephone: +61 8 9480 2500
Email: Andrew.Thomson@rfcambrian.com /
Stephen.Allen@rfcambrian.com
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the Financial Conduct Authority (the FCA),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum Capital Limited, NRG or by any of their affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for
no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
NRG, which is authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
its customers or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Liberum Capital Limited or
NRG that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Liberum Capital Limited and NRG to inform themselves about, and to
observe such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Liberum Capital will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to Placing Shares.
Qualified Persons
The information in this press release that relates to Mineral
Resources has been reviewed and verified under the direction of
ARS's qualified person, Stephen Hughes, P. Geo, Vice President
Exploration of the Company and a Qualified Person within the
meaning of NI 43-101 and for the purposes of the AIM Rules.
Stephen Hughes is a full-time employee of the Company and has
sufficient experience which is relevant to the style of
mineralisation and type of deposits under consideration and to the
activity which he has undertaken to qualify as a Qualified Person
within the meaning of NI 43-101 and a Competent Person for the
purposes of the AIM Rules. Stephen Hughes has reviewed this press
release and consents to the inclusion in the press release of the
matters based on his information in the form and context in which
this appears.
FURTHER DETAILS OF THE PLACING
The Beutong Project
Beutong is a large porphyry copper-gold system, which comprises
the Beutong East Porphyry ("BEP"), Beutong West Porphyry ("BWP")
and the Beutong Skarn ("BSK"). Beutong has current NI 43-101
compliant Mineral Resources containing 2.4Mt (5.3Blb) copper,
2.1Moz gold and 20.6Moz silver on a 100% basis and 1.0Mt (2.1Blb)
copper, 0.8Moz gold and 8.2Moz silver on a 40% attributable basis
(see announcement dated 26 November 2014). The surface
mineralisation at BEP and BWP comprises chalcocite, covellite and
digenite mineralisation with lesser chalcopyrite.
At 600m-700m depth there is a notable transition to
chalcopyrite-bornite mineralisation, similar to the deeper sections
of other porphyry systems in Southeast Asia such as the giant
high-grade Grasberg Indonesia (Freeport-McMoRan Copper & Gold),
Wafi-Golpu PNG (Newcrest Mining) and Tujah Bukit Indonesia (Merdeka
Resources) porphyry deposits. At depth in the BEP, large clasts of
potassic altered (biotite, potassic feldspar and magnetite) diorite
porphyry with intense stockwork chalcopyrite-bornite mineralisation
occur within a diatreme breccia and are interpreted to have been
transported from a high-grade potassic core at depth.
The BEP and BWP systems remain open in several directions and
the interpreted BEP high-grade core remains untested at depth and a
portion of the proceeds of the placing will be utilised to fund a
drill programme to further assess the vertical and lateral extent
of the orebody.
Beutong is the subject of a joint venture agreement ("Beutong
JVA") between the Company (through its wholly owned subsidiary,
Tigers Gold Singapore No 1 Pte Ltd ("Tigers")) and its Indonesian
partner, PT Media Mining Resources Group ("PT Media"). Pursuant to
the Beutong JVA (as amended), Tigers may eventually earn full
ownership in Beutong Resources Pte. Ltd. ("JV Co") having already
satisfied the criteria under the JVA for exploration and having
completed an Indonesian Feasibility Study. In order to increase its
percentage ownership of Beutong to 80%, Tigers is required to pay
the sum of A$4.375m to PT Media (comprising a payment of A$2.875m
to increase its interest to 75% in accordance with the Beutong JV
(as amended) and an additional payment of A$1.5m to acquire an
additional 5%, as agreed between the parties).
KSK CoW Area
The Company remains focussed on the KSK CoW where it plans to
deliver the BKM Copper Feasibility Study and complete a Maiden
Resource on the adjacent BKZ project in the first half of 2018.
The wider potential of the KSK Contract of Work Area has been
enhanced through drilling programmes since August 2017. The Company
proposes to pursue further immediately accessible targets in the BK
area, including satellite deposits around BKM and the more regional
Baroi Project, and define a resource in connection with the
zinc-copper rich BKZ target in the coming months which will further
enhance the KSK project area potential. These projects may in the
future utilise the potential infrastructure of the BKM mine.
Use of Proceeds
-- Gross proceeds of the Placing and existing cash reserves of
c.US$2.0m are expected to be utilised as follows:
-- US$4.7 million for increasing ownership at Beutong (from 40%
to 80%) and accelerating drilling at the property including
metallurgical programmes;
-- US$2.5 million for regional exploration on the KSK Contract of Work Area;
-- US$3.3 million to commence optimisation and early works in
relation to BKM and completion of the Bankable Feasibility Study;
and
-- US$ 1.5 million for general working capital purposes including the costs of the Placing.
Based upon current budget projections the funds being raised
will be sufficient to fund the Company until the end of 2018.
Details of the Placing
The Company is proposing to raise, in aggregate, GBP7.2m
(approximately US$10.0m) (before expenses) through the issue of up
to 65,402,224 Placing Shares pursuant to a Placing at the Placing
Price.
The aggregate number of Placing Shares to be issued pursuant to
the Placing is expected, on Admission, to represent approximately
7.1 per cent. of the Enlarged Share Capital.
The Placing Price of 11 pence per Placing Share is approximately
equal to the 30 day VWAP of 11.0 pence.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission of the Placing Shares will become effective at 8.00
a.m. on 20 March 2018. The exact number of shares to be admitted
will be advised in a further announcement.
The Placing Shares will be issued credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after Admission in respect of Common Shares
and will otherwise rank on Admission pari passu in all respects
with the Existing Common Shares. The Placing Shares are not being
made available to the public and are not being offered or sold in
any jurisdiction where it would be unlawful to do so.
Liberum is acting as sole bookrunner and joint broker, NRG
Capital is acting as financial adviser in connection with the
Placing and Optiva Securities Limited ("Optiva") are acting as
joint broker.
The Placing Agreement
A placing agreement has been entered into between (1) the
Company and (2) Liberum Capital in connection with the Placing and
pursuant to which Liberum Capital has agreed, in accordance with
its terms, to use reasonable endeavours to place the Placing Shares
with Placees. The terms of the Placing Agreement provide that the
Placing is conditional, amongst other things, on:
(a) the conditions in the Placing Agreement being satisfied or
(if applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission; and
(b) Admission becoming effective by no later than 8.00 a.m. on
20 March 2018 (or such later time and/or date, being no later than
8.00 a.m. on 30 March 2018 as the Company and Liberum Capital may
agree in writing).
The Placing Agreement contains customary warranties given by the
Company to Liberum Capital as to matters relating to the Group and
its business and a customary indemnity given by the Company to
Liberum Capital in respect of liabilities arising out of or in
connection with the Placing. Liberum Capital is entitled to
terminate the Placing Agreement in certain circumstances prior to
Admission including circumstances where there is a breach of
warranty or on the occurrence of certain force majeure events.
Director Placing
Certain Directors have indicated their interest in participating
in the Placing. Their participation and their consequent interests
in the Company's issued share capital will be described in a
further announcement.
Settlement and dealings
The Placing is being conducted under existing authorities to
allot shares and as such there is no requirement for approval at a
general meeting. As set out above, it is expected that Admission of
the Placing Shares will become effective at 8.00 a.m. on 20 March
2018.
Glossary of Technical Terms
"biotite" Biotite is a black, dark brown, or
greenish black variety of mica, occurring
in many igneous and metamorphic rocks.
----------------- ---------------------------------------------
"BKM" KSK Project - BKM Copper Deposit.
----------------- ---------------------------------------------
"BKZ" KSK Project - BKZ Polymetallic Deposit.
----------------- ---------------------------------------------
"Blb" Billion pounds (measure of weight).
----------------- ---------------------------------------------
"bornite" Bornite, also known as peacock ore,
is a copper sulphide mineral with the
formula Cu5FeS4.
----------------- ---------------------------------------------
"breccia" Breccia is a rock classification, comprises
millimetre to metre-scale rock fragments
cemented together in a matrix, there
are many sub-classifications of breccias.
----------------- ---------------------------------------------
"chalcocite" Chalcocite is a copper sulphide mineral
with the formula Cu2S, and is an important
copper ore mineral. It is opaque and
dark-gray to black with a metallic
luster.
----------------- ---------------------------------------------
"chalcopyrite" Chalcopyrite is a copper sulphide mineral
with formula CuFeS2. It has a brassy
to golden yellow colour.
----------------- ---------------------------------------------
"covellite" Covellite is a copper sulphide mineral
with the formula CuS. This indigo blue
mineral is ubiquitous in some copper
ores.
----------------- ---------------------------------------------
"CoW" Contract of Works.
----------------- ---------------------------------------------
"diatreme" Diatreme is a volcanic pipe formed
by a gaseous explosion.
----------------- ---------------------------------------------
"digenite" Digenite is a black to dark blue opaque
mineral that crystallises with a trigonal
- hexagonal scalenohedral structure.
----------------- ---------------------------------------------
"diorite" Diorite is an intrusive igneous rock
composed principally of the silicate
minerals plagioclase feldspar, biotite,
hornblende, and/or pyroxene.
----------------- ---------------------------------------------
"g/t" grams per tonne; equivalent to parts
per million ('ppm').
----------------- ---------------------------------------------
"grade" The proportion of a mineral within
a rock or other material. For copper
mineralisation this is usually reported
as % of copper per tonne of rock (g/t).
----------------- ---------------------------------------------
"IUP" Izin Usaha Pertambangan or Mining Business
Permit, a mining license issued pursuant
to the Mining Law.
----------------- ---------------------------------------------
"KSK" Mining Right of PT Kalimantan Surya
Kencana.
----------------- ---------------------------------------------
"magnetite" Magnetite is main iron ore mineral,
with chemical formula Fe3O4. Magnetite
is ferromagnetic, and it is attracted
to a magnet and can be magnetized to
become a permanent magnet itself.
----------------- ---------------------------------------------
"mineralisation" In geology, mineralisation is the deposition
of economically important metals (copper,
gold, lead, zinc etc) that in some
cases can be in sufficient quantity
to form mineral ore bodies.
----------------- ---------------------------------------------
"Mineral A "Mineral Resource" is a concentration
Resource" or occurrence of diamonds, natural
solid inorganic material, or natural
solid fossilized organic material including
base and precious metals, coal, and
industrial minerals in or on the Earth's
crust in such form and quantity and
of such a grade or quality that it
has reasonable prospects for economic
extraction. The location, quantity,
grade, geological characteristics and
continuity of a Mineral Resource are
known, estimated or interpreted from
specific geological evidence and knowledge.
----------------- ---------------------------------------------
"Moz" Million ounces (measure of weight).
----------------- ---------------------------------------------
"Mt" Metric tonne (measure of weight).
----------------- ---------------------------------------------
"polymetallic" Three or more metals that may occur
in magmatic, volcanogenic, or hydrothermal
environments; common base and precious
metals include copper, lead, zinc,
silver and gold.
----------------- ---------------------------------------------
"porphyry" Porphyry copper deposits are copper
+- gold +- molybdenum orebodies that
are formed from hydrothermal fluids
that originate from a voluminous magma
chamber below the deposit itself.
----------------- ---------------------------------------------
"VWAP" Volume Weighted Average Price.
----------------- ---------------------------------------------
APPIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular each such Placee represents, warrants and
acknowledges to the Company and Liberum Capital that:
1. it is a Relevant Person (as defined above) and undertakes
that it will 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 any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Liberum Capital has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons;
3. it is acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act; and
4. 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 Appendix.
The Company and Liberum Capital will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum Capital has entered into the Placing Agreement with the
Company under which Liberum Capital has conditionally agreed on the
terms and subject to the conditions set out therein, as agent for
the Company, to use its reasonable endeavours to place the Placing
Shares at the Placing Price with certain institutional investors.
The Placing is not being underwritten by Liberum Capital or any
other person.
The number of Placing Shares at the Placing Price will be
determined following completion of the Accelerated Book Build as
set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Common
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Common Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application has been made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 a.m. on 20
March 2018 and that dealings in the Placing Shares will commence at
that time. The exact number of shares to be admitted will be
advised in a further announcement.
Accelerated Book Build
Liberum Capital will today commence an Accelerated Book Building
process in respect to the Placing to determine demand for
participation in the Placing by any Placees at the Placing Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Book Build. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Liberum Capital and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Book Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Liberum Capital is acting as sole bookrunner to the Placing,
as agent for and on behalf of the Company. Liberum Capital is
regulated by the FCA, is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Liberum Capital or for providing advice in relation to the matters
described in this Announcement.
2. Liberum Capital is arranging the Accelerated Book Build and
Placing as an agent of the Company.
3. Participation in the Accelerated Book Build will only be
available to persons who may lawfully be, and are, invited to
participate by Liberum Capital. Liberum Capital and its affiliates
are entitled to enter bids in the Accelerated Book Build as
principal.
4. The Accelerated Book Build will establish the number of
Placing Shares to be issued at the Placing Price, which will be
agreed between Liberum Capital and the Company following completion
of the Accelerated Book Build. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Liberum Capital. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Placing Price. Bids may be scaled down by Liberum Capital on
the basis referred to paragraph 9 below.
6. The Accelerated Book Build is expected to close no later than
4.00 p.m. (London) today but may be closed earlier or later at the
discretion of Liberum Capital. Liberum Capital may, in agreement
with the Company, accept bids that are received after the
Accelerated Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Liberum Capital whom they contact following the
close of the Accelerated Book Build and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. A
bookrunner's oral or emailed 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
Liberum Capital and the Company, under which it agrees to subscribe
for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix (which
are deemed to be incorporated in such trade confirmation or
contract note) and in accordance with the Company's Articles of
Association.
8. The Company will make a further announcement following the
close of the Accelerated Book Build detailing the number of Placing
Shares to be issued at the Placing Price.
9. Subject to paragraphs 5 and 6 above, Liberum Capital may
choose to accept or reject bids, either in whole or in part, on the
basis of allocations determined at its discretion (in consultation
with the Company) and may scale down any bids for this purpose on
such basis as they may determine. Liberum Capital may also,
notwithstanding paragraphs 5 and 6 above, 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 Accelerated Book
Build has closed to any person submitting a bid after that
time.
10. A bid in the Accelerated Book Build will be made on the
terms and subject to the conditions in this Announcement and will
be legally binding on the Placee on behalf of which it is made and,
except with the consent of Liberum Capital, 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 Liberum Capital, to pay to Liberum
Capital (or as Liberum Capital may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares for which such Placee has agreed to subscribe. Each
Placee's obligations will be owed to Liberum Capital.
11. Except as required by law or regulation, no press release or
other announcement will be made by Liberum Capital 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.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Accelerated Book Build and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
14. By participating in the Accelerated Book Build, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Liberum Capital nor any of its affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and Liberum
Capital shall have no liability to the Placees for the failure of
the Company to fulfil those obligations. In particular, neither
Liberum Capital nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Liberum Capital's conduct of the Accelerated Book
Build or of such alternative method of effecting the Placing (in
whole or in part) as Liberum Capital and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(b) none of the warranties or undertakings in the Placing
Agreement being untrue, inaccurate or misleading; and
(c) Admission becoming effective by no later than 8.00 a.m. on
20 March 2018 (or such later date as the Company and Liberum
Capital may agree (being not later than 8.00 a.m. on 30 March
2018).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum Capital by the respective time or date where specified (or
such later time or date as the Company and Liberum Capital may
agree, but not being later than 8.00 am on 30 March 2018); (ii) any
of such conditions becomes incapable of being fulfilled; or (iii)
the Placing Agreement is terminated in its entirety in the
circumstances specified below, the Placing will lapse and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee against
Liberum Capital in respect thereof.
Liberum Capital may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Liberum Capital nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing, each
Placee agrees that any such decision is within the absolute
discretion of Liberum Capital.
Right to terminate under the Placing Agreement
Liberum Capital is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in Liberum Capital's opinion, there having been a material
adverse change in the financial position and/or prospects of the
Group; or
(d) the occurrence of a force majeure event which, in the
opinion of Liberum Capital, will or is likely to be prejudicial to
the Group or the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
Liberum Capital of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Liberum Capital, and that it need not make any reference to
Placees and that it shall have no liability to Placees 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 a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Liberum Capital or any other
person and neither Liberum Capital nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of Liberum Capital, the Company, or their
respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company nor Liberum Capital is making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
BM04521V1038) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (CREST) provided
that, subject to certain exceptions, Liberum Capital reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Accelerated Book Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with Liberum Capital, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to Liberum Capital (in GBP) and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Liberum
Capital.
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 (2) percentage points above LIBOR as
determined by Liberum Capital.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Liberum Capital may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Liberum Capital's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum Capital all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which Liberum Capital lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract 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 as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Liberum
Capital:
1. it represents and warrants that it has read and understood
this Announcement, including the Appendix, in its entirety and that
its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. it acknowledges that the Existing Common Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules and EU Regulation 596/2014 (collectively "Exchange
Information");
4. it acknowledges that none of Liberum Capital, the Company,
any of their respective affiliates or any person acting on behalf
of any of them has provided, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of Liberum Capital, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Liberum Capital, their respective affiliates or any person acting
on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, 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 otherwise. Each Placee further represents, warrants
and agrees 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 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 representations, warranties or statements made
by any of Liberum Capital or the Company, or, if received, it has
not relied upon any such information, representations, warranties
or statements (including any management presentation that may have
been received by any prospective Placee) and neither Liberum
Capital nor the Company 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. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Liberum Capital, its
affiliates or any person acting on behalf of any of them has or may
have conducted;
6. it represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. it acknowledges that none of Liberum Capital, its affiliates
or any person acting on behalf of any of them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. it represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
9. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
10. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with Liberum
Capital, it represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Australia, Canada, Japan or the Republic of South
Africa;
12. it acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, Japan or the Republic of South
Africa and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
13. it represents and warrants that the issue 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 the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
14. it represents and warrants that: (i) it has complied with
its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the Regulations); and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Liberum Capital such evidence, if
any, as to the identity or location or legal status of any person
which Liberum Capital may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Liberum Capital on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as Liberum Capital may decide at
its sole discretion;
15. it represents and warrants that, to the extent it has
received any inside information (for the purposes of the Market
Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section
56 of the Criminal Justice Act 1993) in relation to the Company and
its securities, it has not: (a) dealt (or attempted to deal) in the
securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
16. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected
securities (as defined in FSMA) which makes it an "insider" for the
purposes of Part V of FSMA and MAR, and it agrees not to deal in
any securities of the Company until such time as the inside
information (as defined in FSMA) of which it has been made aware
has been made public for purposes of FSMA or it has been notified
by Liberum Capital or the Company that the proposed Placing will
not proceed and any unpublished price sensitive information of
which it is aware has been publicly announced, and, other than in
respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
17. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, it represents and warrants that
the Placing Shares purchased 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 European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Liberum Capital has
been given to the offer or resale;
18. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business 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 section 85(1) of the Financial
Services and Markets Act 2000 (FSMA);
19. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business 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 European Economic Area within the meaning
of the Prospectus Directive;
20. it represents and warrants 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 which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
21. it represents and warrants that it has complied and will
comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
22. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum Capital in writing, it
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
23. if in the United Kingdom, it represents and warrants that it
is a person: (i) who is an investment professionals within the
meaning of Article 19(5) of the Order; (ii) who falls within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
24. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this 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;
25. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to you by Liberum
Capital;
26. it 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, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Liberum Capital may in its sole
discretion determine and without liability to such Placee and it
will 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 the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
27. it acknowledges that none of Liberum Capital, its
affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Liberum Capital and that Liberum Capital has no duties
or responsibilities to it for providing the protections afforded to
its 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 its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
28. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Liberum Capital
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company, Liberum Capital in respect of the same on
the basis that the Placing Shares will be allotted to the CREST
stock account of Liberum Capital who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
29. it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum Capital
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;
30. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
31. it agrees it will be bound by the terms of the Company's Articles of Association;
32. it agrees that the Company, Liberum Capital, and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Liberum
Capital on their own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby;
33. it agrees to indemnify on an after-tax basis and hold the
Company, Liberum Capital and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
34. it acknowledges that no action has been or will be taken by
any of the Company, Liberum Capital or any person acting on behalf
of the Company or Liberum Capital 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;
35. it acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
36. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Liberum
Capital for itself and on behalf of the Company and are
irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Liberum Capital will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Liberum
Capital in the event that any of the Company and/or Liberum Capital
has incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and notify Liberum Capital accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Liberum Capital does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Liberum Capital or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum Capital, any money held in an account with
Liberum Capital 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 Liberum
Capital's money in accordance with the client money rules and will
be used by Liberum Capital in the course of their own business and
the Placee will rank only as a general creditor of Liberum
Capital.
All times and dates in this Announcement may be subject to
amendment. Liberum Capital shall notify the Placees and any person
acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
-end-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEJJMTTMBMBBJP
(END) Dow Jones Newswires
March 13, 2018 08:15 ET (12:15 GMT)
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