TIDMATM
RNS Number : 2863Y
AfriTin Mining Ltd
11 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
For immediate release
11 May 2021
AfriTin Mining Limited
("AfriTin" or the "Company")
Proposed fundraising to raise approximately GBP10 million
AfriTin Mining Limited (AIM: ATM ), an African tin mining
company with its flagship asset, the Uis Tin Mine ("Uis") in
Namibia , is pleased to announce its intention to raise gross
proceeds of approximately GBP10 million via an accelerated
bookbuild (the "Placing") which will be launched immediately
following this announcement.
AfriTin has engaged Hannam & Partners to undertake a placing
of approximately 166,666,667 new ordinary shares in the capital of
the Company (the "Placing Shares").
The final number of Placing Shares and the Placing Price will be
determined following closure of the Bookbuild. A further
announcement confirming closing of the Bookbuild, Placing Price and
the number of Placing Shares to be issued is expected to be made in
due course.
The Placing is subject to the terms and condi tions set out in
the Appendix to this Announcement (which forms part of this
Announcement).
Use of proceeds
The net proceeds of the proposed Placing will be used as
follows:
-- To expedite the expansion of the Phase 1 plant at the
Company's flagship Uis Tin Mine in line with the recently announced
Definitive Feasibility Study Results on 4 May 2021.The expansion
aims to increase nameplate production by 67% from 60 tonnes of tin
concentrate to 100 tonnes of tin concentrate per month;
-- Continue with both tantalum and lithium oxide metallurgical
test work programmes to investigate the potential of two major
by-products;
-- To further exploration programmes at both Uis and other license areas; and
-- For general corporate and working capital costs and debt repayment.
For further information please visit www.afritinmining.com
or contact:
AfriTin Mining Limited
Anthony Viljoen, CEO +27 (11) 268 6555
Nominated Adviser
WH Ireland Limited
Katy Mitchell +44 (0) 207 220
James Sinclair-Ford 1666
Corporate Adviser and Broker
Hannam & Partners
Andrew Chubb
Jay Ashfield +44 (0) 20 7907
Nilesh Patel 8500
Financial PR (United Kingdom)
Tavistock
Jos Simson
Nick Elwes +44 (0) 207 920
Oliver Lamb 3150
1. Background to the Placing
AfriTin holds a portfolio of production, development and
exploration assets in Africa. Its flagship asset is the Uis Tin
Mine in Namibia. Historically, it was the largest hard-rock tin
mine. It is now fully permitted and compliant. The mine's large
footprint allows for economies of scale. A globally significant
JORC-compliant mineral resource estimate includes 95,539t of tin,
6,091t of tantalum and 450,265t of lithium oxide (see announcement
dated 16 September 2019 for further details of the resource
estimate).
Uis successfully maintained steady-state production during Q4 of
the 2021 financial year (ending February 2021), surpassing the
internal quarterly target of 180 tonnes of concentrate to produce
194.5 tonnes (containing 126.2 tonnes of tin metal), a 28%
improvement on the previous quarter. The production level achieved
in Q4 represents approximately 108% of the Stage I internal
quarterly target in terms of tin concentrate tonnes produced and
117% of the Stage I internal quarterly target in terms of tin
contained in concentrate and there is by-product potential in
lithium and tantalum, which could be significant.
Tin concentrate production for the 2021 financial year totalled
473 tonnes, with 311.7 tonnes of contained tin. The Company
continues to achieve an average payability of 94% (referring to the
percentage of the contained tin that is paid for in the
concentrate). As announced in December 2020, the Company has now
switched to quarterly reporting of its production performance, with
the next update due in June 2021.
The Company has set out a two-phased multicommodity development
plan. Phase 1 brings the plant up to nameplate capacity at 720
tonnes per annum of tin concentrate. Nameplate capacity was
exceeded in November 2020 with an ore feed of 80tph, tin feed grade
of 0.139% Sn, tin recovery at 60% and a tin concentrate grade of
65% Sn. The Phase 1 expansion looks to increase production by 67%
and bring lithium and tantalum products on stream. Increasing
throughput capacity, increasing tin recovery and expanding tin
concentrate production, the Phase 1 expansion will maximise the
existing plant whilst studies are ongoing for Phase 2.
Phase 2 studies are currently underway with targeted production
of up to 10 ktpa of tin concentrate, leveraging and expanding on
the work done in the Phase 1 expansion. A large-scale operation of
this magnitude would represent 2.9% of the global tin supply and
could produce lithium and tantalum by-products. These additional
products represent potential upside within the same ore body at
Uis, meaning zero additional mining costs if they were to be
extracted and this creates the possibility of Uis becoming a
sizeable hard-rock lithium deposit, for use in ceramics. The
Company also aims to identify further mineralised pegmatites within
the project and region and grow its portfolio through acquisition
in-country and elsewhere in Africa.
Concurrent exploration programmes are underway, with regional
mapping completed along with visual confirmation of cassiterite
mineralisation for over 180 pegmatites within 5km of the processing
plant. Higher-grade areas have been identified within the
mineralised pegmatites, and ore bodies are generally up to 80m
thick and over 1km along strike. A 67-meter intersection of the W17
pegmatite, south of the mining area, displayed visible cassiterite
grains over the entire intersection. The three fully permitted
licenses combined total 27 860 Ha (including Uis and other
exploration areas).
Namibia is an outstanding location with a stable democracy and
independent, solid legal system. Mining is the most significant
contributor to the Namibian economy in terms of revenue, governed
by a well-established Mining Act regulated by the Minerals Act 33
of 1992 (amended in 2008). The highly educated workforce and
experience in mining in-country allows AfriTin to employ a 100%
Namibian workforce at Uis. The Company is ideally located for
critical water, power and transport infrastructure and within 230km
of the newly upgraded port of Walvis Bay, allowing the Company to
achieve the competitive logistics prices of US$150/t of tin
concentrate from mine gate to smelter.
Strong market fundamentals for battery metals have seen the tin
price exceed US$30,000, which is the highest since 2011. A
sustained increase in price is expected as the ITA reports tin
demand could double by 2050. AfriTin has assembled an experienced
board and management team, which it believes is well placed to
deliver on the opportunities ahead. The Company is focused on its
Environmental and Social Governance ("ESG"), working towards
compliance with international standards to provide a conflict-free
source of tin. The Company strives to use resources sparingly to
reduce the operation's impact on the environment, stakeholders, and
surrounding communities. The Company's ESG manager is tasked with
further improving AfriTin's ESG footprint, including examining
potential green energy solutions, impact on the local region, and
the management structure and governance processes in place.
2. Details of the Placing
Hannam & Partners ("Hannam"), as agent for the Company, has
conditionally agreed to use its reasonable endeavours to place the
Placing Shares at the Placing Price on the terms and subject to the
conditions set out in a placing agreement entered into between the
Company and Hannam on 11 May 2021 (the "Placing Agreement"). The
Appendix to this announcement (which forms part of this
announcement) sets out further information relating to the
Bookbuild, the Placing Agreement and the terms and conditions of
the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued O
rdinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such O
rdinary Shares after the date of issue of the Placing Shares.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will take place at 8.00 a.m. on 18 May
2021 (or such date as may be agreed between the Company and Hannam,
being no later than 1 June 2021 (the "Long Stop Date"). The Placing
is conditional upon, amongst other things, Admission becoming
effective. The Placing is also conditional on the Placing Agreement
not being terminated in accordance with its terms prior to
Admission.
The Placing is being conducted subject to the terms and
conditions set out in the Appendix (which forms part of this
announcement).
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
choose to participate in the Placing, by making an oral or written
offer to subscribe for 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 herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the Appendix.
IMPORTANT NOTICES
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness. The information in this Announcement is
subject to change.
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. No public offering of securities is being made in the
United States.
The Company is only able to make the Placing Shares available to
those Australian-resident investors who satisfy the provisions of
Sections 708(8), (10), (11) or (12) of the Australian Corporations
Act ("Exempt Australian Investors"). Australian-resident investors
who wish to participate in the Placing should ensure that they are
Exempt Australian Investors by seeking financial or legal
advice.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
Placing Shares pursuant to the Placing are reminded that they
should conduct their own investigation, evaluation and analysis of
the business, data and property described in this Announcement.
This Announcement does not constitute a recommendation concerning
any investor's options with respect to the Placing. The price and
value of securities can go down as well as up. 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 shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Members of the public are not eligible to take part in the
Placing. This Announcement is for information purposes only and is
directed only at: (a) persons in Member States of the European
Economic Area who are qualified investors within the meaning of
article 2(e) of the Prospectus Regulation (EU) 2017/1129, as
amended from time to time, and includes any relevant implementing
measure in any member state (the "EU Prospectus Regulation")
("Qualified Investors"); and (b) in the United Kingdom, Qualified
Investors being persons who fall 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
("EUWA") and as from time to time modified by or under EUWA or
other English law and any subordinate legislation made under it
(the "UK Prospectus Regulation"), and who (i) have professional
experience in matters relating to investments falling within the
definition of "investments professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons"). By accepting the terms of
this Announcement, you represent and agree that you are a Relevant
Person. Any investment activity to which this Announcement relates
is available only to, and will be engaged in only with, Relevant
Persons. This Announcement must not be acted on or relied on by
persons who are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. 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. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required to be published (in
accordance with the UK Prospectus Regulation). Persons needing
advice should consult an independent financial adviser.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by WH Ireland Limited (in its capacity as the Company's
nominated adviser) ("WH Ireland"), or Hannam or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to or in relation to, the accuracy or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or
approved by WH Ireland, or Hannam or any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on WH Ireland or Hannam by FSMA or by the regulatory regime
established under it, no responsibility or liability whether
arising in tort, contract or otherwise, is accepted by WH Ireland
or Hannam, or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates for any
errors, omissions or inaccuracies in such information or opinions
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing.
Hannam, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is ac ti ng as Broker to
the Company in connec ti on with the Placing. Hannam will not be
responsible to any person other than the Company for providing the
protec ti ons afforded to clients of Hannam or for providing advice
to any other person in connec ti on with the Placing or any acquisi
ti on of shares in the Company. Hannam is not making any representa
ti on or warranty, express or implied, as to the contents of this
Announcement. Hannam has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Hannam for the accuracy of any informa ti on or opinions
contained in this Announcement or for the omission of any material
informa ti on. [1]
WH Ireland, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is the Company's nominated
adviser. WH Ireland'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.
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, WH Ireland, or Hannam 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 or
Hannam to inform themselves about, and to observe, such
restrictions.
In connection with the Placing, Hannam and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for the
own accounts or otherwise deal for their own account in such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, Hannam and any of its
affiliates acting in such capacity. In addition, Hannam and any of
its affiliates may enter into financing arrangements (including
swaps) with investors in connection with which Hannam and any of
its respective affiliates may from time to time acquire, hold or
dispose of shares. Hannam does not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any 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.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the
industry in which it operates, may differ materially from those
made in or suggested by the forward-looking statements contained in
this Announcement and/or information incorporated by reference into
this Announcement. The information contained in this Announcement
is subject to change without notice and except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates, supplements 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 statements are based, except where
required to do so under applicable law.
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 contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (as it forms part of the law
of England and Wales by virtue of the EUWA and as from time to time
modified by or under the EUWA or other English law and any
subordinate legislation made under it) ("UK MAR"). Upon publication
of this announcement, the inside information is now considered to
be in the public domain for the purposes of UK MAR. The person
responsible for arranging release of this information on behalf of
the Company is Anthony Viljoen.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Interven ti on and
Product Governance Sourcebook (the "UK Product Governance Rules"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance 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:
(a) compa ti ble with an end target market of (i) retail clients,
as defined in point (8) of Ar ti cle 2 of Regula ti on (EU) No
2017/565 as it forms part of the law of England and Wales by virtue
of EUWA and as from ti me to ti me modified by or under the EUWA or
other English law and any subordinate legisla ti on made under it;
(ii) investors who meet the criteria of professional clients, as
defined in Regula ti on (EU) No 600/2014 as it forms part of the
law of England and Wales by virtue of EUWA and as from ti me to ti
me modified by or under the EUWA or other English law and any
subordinate legisla ti on made under it; and (iii) eligible
counterpar ti es, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (b) eligible for distribu ti on
through all distribu ti on channels as are permi tt ed by EU Direc
ti ve 2014/65/EU on markets in financial instruments, as it forms
part of the law of England and Wales by virtue of EUWA and as from
ti me to ti me modified by or under the EUWA or other English law
and any subordinate legisla ti on made under it (the "UK Target
Market Assessment").
Notwithstanding the UK 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 UK 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
UK Target Market Assessment, Hannam will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Direc ti ve 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Ar ti cles 9
and 10 of Commission Delegated Direc ti ve (EU) 2017/593 supplemen
ti ng MiFID II; and (c) local implemen ti ng measures (together,
the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the
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)
compa ti ble with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterpar ti es, each as defined in MiFID II; and (ii)
eligible for distribu ti on through all distribu ti on channels as
are permi tt ed by MiFID II (the "EU Target Market
Assessment").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protec ti on; and
an investment in the Placing Shares is compa ti ble only with
investors who do not need a guaranteed income or capital protec ti
on, who (either alone or in conjunc ti on with an appropriate
financial or other adviser) are capable of evalua ti ng 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 EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restric ti ons in
rela ti on to the Placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Hannam will only
procure investors who meet the criteria of professional clients and
eligible counterpar ti es.
For the avoidance of doubt, the EU Target Market Assessment does
not cons ti tute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommenda
ti on to any investor or group of investors to invest in, or
purchase, or take any other ac ti on 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 distribu ti on channels.
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 OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND,
SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND
INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE)
(THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM,
PERSONS WHO ARE 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
("EUWA") AND AS FROM TIME TO TIME MODIFIED BY OR UNDER EUWA OR
OTHER ENGLISH LAW AND ANY SUBORDINATE LEGISLATION MADE UNDER IT
(THE "UK PROSPECTUS REGULATION"), AND 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 RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY AND HANNAM
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT 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. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE SEC), ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa, New Zealand, the Republic of Ireland, Switzerland or
any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful.
The Company is only able to make the Placing Shares available to
those Australian-resident investors who satisfy the provisions of
Sections 708(8), (10), (11) or (12) of the Australian Corporations
Act ("Exempt Australian Investors"). Australian-resident investors
who wish to participate in the Placing should ensure that they are
Exempt Australian Investors by seeking financial or legal
advice.
These terms and conditions apply to persons making an offer to
subscribe for Placing Shares. Each Placee will be deemed to have
read and understood this Announcement (including this Appendix) and
hereby agrees with Hannam and the Company to be bound by these
terms and conditions as being the terms and conditions upon which
Placing Shares will be issued. A Placee shall, without limitation,
become so bound if Hannam confirms to such Placee its allocation of
Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for Placing Shares has been
given.
Details of the Placing Agreement and the Placing Shares
Hannam and the Company have entered into a Placing Agreement,
under which Hannam has, on the terms and subject to the conditions
set out therein, conditionally undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. It is expected that the Placing will raise
approximately GBP10 million in gross proceeds. The Placing is not
being underwritten by Hannam.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Agreement is subject to customary conditions and
termination rights.
The Placing Shares will trade on AIM under ATM with ISIN
GG00BD95V148.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and dealings in the Placing
Shares will commence at 8.00 a.m. on or around 18 May 2021 ( "
Admission " ). In any event, the latest date for Admission is 1
June 2021 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. Hannam is arranging the Placing as agent for the Company.
2. The number of Placing Shares to be issued and the Placing
Price will be agreed between Hannam and the Company following
completion of a bookbuilding exercise by Hannam (the "Bookbuild").
The results of the Bookbuild will be released via a Regulatory
Information Service following the completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 8am on 12
May 2021 but may be closed earlier or later at the discretion
Hannam. Hannam may, in agreement with the Company, accept bids
received after the Bookbuild has closed.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Hannam. Hannam and its affiliates are entitled to participate in
the Placing as principal.
5. The Company and Hannam reserve the right (i) to scale back
the number of Placing Shares to be subscribed for by any Placee in
the event of the Placing being over-subscribed; and (ii) not to
accept offers for Placing Shares or to accept such offers in part
rather than in full. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing, in agreement with
Hannam.
6. Each Placee's allocation of Placing Shares has been or will
be confirmed to Placees orally, or in writing (which can include
email), by Hannam and a trade confirmation or contract note has
been or will be dispatched as soon as possible thereafter. Hannam's
oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of Hannam and the Company, under which
it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Hannam's consent, such commitment will not be capable of variation
or revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and Hannam, be evidenced by a trade confirmation
or contract note issued to each such Placee by Hannam. The terms
and conditions of this Announcement (including this Appendix) will
be deemed to be incorporated in that trade confirmation, contract
note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and except with Hannam's
consent will not be capable of variation or revocation from the
time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Hannam (as agent for the Company), to
pay to Hannam or as Hannam may direct in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by Hannam 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
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for 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 of Hannam under the Placing will be subject
to fulfilment of the conditions referred to below "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither Hannam nor the
Company nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and Hannam and their affiliates shall
have no liability to the Placees for the failure of the Company to
fulfil those obligations. In particular, neither Hannam nor the
Company nor any of their affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Hannam's conduct of the Placing.
Pursuant to the Placing Agreement, the Company has agreed that
it will not, inter alia, issue or sell any Ordinary Shares for a
period of 90 days after Admission without prior consent from
Hannam.
Conditions of the Placing
Hannam's obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on, inter
alia:
1. the release of this Announcement to an RIS by no later than
8.00 a.m. on 12 May 2021;
2. the Company having complied with all of its obligations under
the Placing Agreement to the extent that such obligations fall to
be performed prior to Admission;
3. the warranties given by the Company in the Placing Agreement
not being untrue, inaccurate or misleading at any time between the
date of the Placing Agreement and Admission in a way that is
material (in the opinion of Hannam (acting in good faith)) in the
context of the Placing;
4. there having been no development or event (or any development
or event involving a prospective change of which the Company is, or
might reasonably be expected to be, aware) which will or is likely
(in the opinion of Hannam (acting in good faith)) to have a
material adverse effect on the condition (financial or otherwise),
prospects, management, results of operations, financial position,
business or general affairs of the Company or of the Group;
5. Admission taking place on or before 8.00 a.m. on 18 May 2021
(or such later time as may be agreed between the Company and
Hannam, being not later than 8.00 a.m. on the Long Stop Date);
and
6. the Placing Agreement not having been terminated by Hannam.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Hannam by the respective time or date
where specified (or such later time or date as Hannam may notify to
the Company); (ii) any of such conditions becomes incapable of
being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof. Any such extension or waiver granted by Hannam
will not affect Placees' commitments as set out in this
Announcement.
Neither Hannam, nor the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Hannam.. Placees will have no rights against Hannam, the Company or
any of their respective members, directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
Hannam are each entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
1. in the opinion of Hannam (acting in good faith), the Company
is in breach of any of its obligations under of the Placing
Agreement (to the extent such obligations fall to be performed
prior to Admission) and that failure is material in the context of
the Placing;
2. in the opinion of the Hannam (acting in good faith), any of
the warranties given by the Company in the Placing Agreement being
untrue or misleading in any respect or misleading prior to
Admission in a way which is material in the context of the
Placing;
3. in the opinion of Hannam (acting in good faith), there has
been a development or event (or any development or event involving
a prospective change of which the Company is, or might reasonably
be expected to be, aware) which will or is likely to have a
material adverse effect on or affecting the operations, the
condition (financial or otherwise), prospects, management, results
of operations, financial position, business or general affairs of
the Group as a whole whether or not foreseeable and whether or not
arising in the ordinary course of business;
4. there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of the Hannam (acting in
good faith) to materially prejudice the success of the Placing;
or
5. there has occurred a suspension (which, in the opinion of
Hannam (acting in good faith), is material in the context of the
Placing) or cancellation by the London Stock Exchange of trading in
the Company's securities.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Hannam of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Hannam and that Hannam need not make any
reference to Placees in this regard and that neither Hannam nor any
of its affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information") (save that
in the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph). 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 and/or Publicly
Available Information), representation, warranty, or statement made
by or on behalf of the Company or Hannam or any other person and
neither Hannam, 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 Hannam, 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 Hannam are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by Hannam in accordance with the standing
CREST settlement instructions which they have in place with
Hannam.
Settlement of transactions in the Placing Shares (ISIN:
GG00BD95V148) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, Hannam reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
18 May 2021 unless otherwise notified by Hannam. Admission is
expected to occur by 18 May 2021 or otherwise at such later time as
may be agreed between the Company and Hannam, not being later than
the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Hannam may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Hannam's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due (chargeable daily on payments not
received from Placees on the date due). The relevant Placee will,
however, remain liable and shall indemnify Hannam on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
Hannam such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Hannam
lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Hannam nor the Company will be
liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) will be deemed to make the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to Hannam (for themselves and
on behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. it is relying solely on this Announcement and not on any
other information given, or representation or statement made at any
time, by any person concerning the Company, the Placing Shares or
the Placing. It agrees that neither the Company nor Hannam, nor any
of their respective officers, agents, employees or affiliates will
have any liability for any other information or representation. It
irrevocably and unconditionally waives any rights it may have in
respect of any other information or representation;
3. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the 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 that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
4. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
5. that the exercise by Hannam of any right or discretion under
the Placing Agreement shall be within the absolute discretion of
Hannam and Hannam need not have any reference to it and shall have
no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against Hannam or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
6. that these terms and conditions represent the whole and only
agreement between it, Hannam and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information (save that in the case of Exchange Information and
Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph), such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, nor Hannam nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
7. it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this document and, if given or made, any
information or representation must not be relied upon as having
been authorised by Hannam or the Company;
8. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation and the EU Prospectus Regulation (as applicable), (i)
the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in the United Kingdom or in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of Hannam has been given
to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom or in any
member state of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the UK
Prospectus Regulation or the EU Prospectus Regulation (as
applicable) as having been made to such persons;
9. that neither it nor, as the case may be, its clients expect
Hannam to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Hannam are not acting for it or its clients, and that
Hannam will not be responsible for providing the protections
afforded to customers of Hannam or for providing advice in respect
of the transactions described herein;
10. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Hannam nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Hannam, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
11. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement, the Exchange
Information and the Publicly Available Information (save that in
the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph), such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on this
Announcement, the Exchange Information and the Publicly Available
Information;
12. that neither Hannam nor the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement, the
Exchange Information or the Publicly Available Information;
13. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S under the Securities
Act;
14. that, unless specifically agreed with Hannam, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
15. that, unless specifically agreed with Hannam, it is not a
national or resident of Canada, Australia, New Zealand, the
Republic of Ireland, Switzerland, the Republic of South Africa or
Japan or a corporation, partnership or other entity organised under
the laws of Canada, Australia, New Zealand, the Republic of
Ireland, Switzerland, the Republic of South Africa or Japan and
that it will not offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the Placing Shares in Canada,
Australia, New Zealand, the Republic of Ireland, Switzerland, the
Republic of South Africa or Japan or to or for the benefit of any
person resident in Canada, Australia, New Zealand, the Republic of
Ireland, Switzerland, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic of Ireland, Switzerland, the
Republic South Africa or Japan;
16. if it is outside the United Kingdom, neither this document
nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
17. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
18. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
19. if in Australia, it is a person to whom it is lawful to
offer the shares to be issued under the Placing without disclosure
under Chapter 6D of the Australian Corporations Act and Part 7.9 of
the Australian Corporations Act (including those who are
"sophisticated investors" as set out in section 708(8) of the
Australian Corporations Act or who are "professional investors" as
set out in section 708(11) of the Australian Corporations Act or
who are a "wholesale client" within the meaning of section 761G of
the Australian Corporations Act);
20. 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 Hannam may in its discretion determine and
without liability to such Placee;
21. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
Hannam or any of their respective directors, officers, employees or
agents acting in breach of any regulatory or legal requirements of
any territory in connection with the Placing or its acceptance;
22. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
23. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Hannam;
24. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 (a) to (d) of Article 49 (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
25. that, unless otherwise agreed by Hannam, it is a qualified
investor (as defined in section 86(7) of the Financial Services and
Markets Act 2000, as amended ("FSMA");
26. that, unless otherwise agreed by Hannam, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
27. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
28. that any money held in an account with Hannam (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from Hannam (or its nominee) money in accordance with
such client money rules and will be used by Hannam the course of
its own business and each Placee will rank only as a general
creditor of Hannam;
29. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
30. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
31. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
of the relevant Placing Shares becomes effective;
32. that it appoints irrevocably any director of the Hannam as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
33. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
34. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither Hannam
nor the Company has considered its particular objectives, financial
situation and needs;
35. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
36. that it will indemnify and hold the Company and Hannam and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and Hannam 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 Hannam and the Company.
All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this
Appendix) are given to Hannam for itself and on behalf of the
Company and will survive completion of the Placing and
Admission;
37. that time shall be of the essence as regards obligations pursuant to this Appendix;
38. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or Hannam to provide any legal, financial, tax or other
advice to it;
39. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Hannam shall
notify it of such amendments;
40. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and UK MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
applicable law 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
Hannam such evidence, if any, as to the identity or location or
legal status of any person which Hannam 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 Hannam on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be subscribed for and/or purchased by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
Hannam may decide in its absolute discretion;
41. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased within the
meaning of section 85(1) of the FSMA or an offer to the public in
any EEA member state within the meaning of the EU Prospectus Regula
ti on;
42. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
43. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Hannam in any
jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
44. 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 Hannam;
45. that Hannam owe no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
46. Hannam and the Company are entitled to exercise any of their
rights under the Placing Agreement or any other right in their
absolute discretion without any liability whatsoever to them;
47. any of the Placee's clients, whether or not identified to
Hannam, will remain its sole responsibility and will not become
clients of Hannam for the purposes of the rules of the FCA or for
the purposes of any other statutory or regulatory provision;
48. that Hannam or any of its Affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares;
49. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
50. that if it has received any confidential inside information
concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, Hannam and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Hannam for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Hannam.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
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 Hannam 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 Hannam in the event that any of the
Company and/or Hannam have incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify Hannam accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
expressed or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Hannam
or by any of its affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Act' means the Companies Act 2006, as amended from time to
time;
'Admission' means the admission of all the Placing Shares to
trading on AIM becoming effective in accordance with the AIM Rules
for Companies;
'AfriTin' or 'Company' means AfriTin Mining Limited, registered
in Guernsey under company number 63974, whose registered office is
at PO Box 282 Oak House, Hirzel Street, St Peter Port, Guernsey GY1
3RH;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules for Companies' means the provisions of the London
Stock Exchange's AIM Rules for Companies as amended from time to
time governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
'Announcement' means this announcement (including the appendix
to this announcement);
'Business Day' means any day on which banks are generally open
in England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
'Contract Note' means the trade confirmation to be sent to each
Placee stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Hannam
(as agent for the Company) and settlement instructions;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'EU Prospectus Regulation' means Regulation (EU) 2017/1129;
'EUWA' means the European Union (Withdrawal) Act 2018;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'Group' means the Company and its subsidiaries and subsidiary
undertakings from time to time including, where the context
requires, any one or more of such companies;
'Hannam' means H&P Advisory Limited, registered in England
and Wales under company registration number 11120795, whose
registered office is at 2 Park Street, London W1K 2HX;
'London Stock Exchange' means London Stock Exchange plc;
'Placee' means the persons who are to subscribe for Placing
Shares pursuant to the Placing;
'Placing' means the placing of the Placing Shares by Hannam, on
behalf of the Company, with Placees pursuant to the Placing
Agreement;
'Placing Agreement' means the placing agreement dated 11May 2021
between the Company and Hannam in respect of the Placing;
'Placing Price' means the subscription price per Placing Share,
to be set following close of the Bookbuild;
'Placing Shares' means the up to approximately 166,666,667 new
Shares to be issued by the Company pursuant to the Placing;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Ordinary Shares' means the ordinary shares of no par value in
the capital of the Company;
'UK MAR' means the Market Abuse Regula ti on (EU) No.596/2014 as
it forms part of the law of England and Wales by virtue of the EUWA
and as from ti me to ti me modified by or under the EUWA or other
English law and any subordinate legisla ti on made under it;
'UK Prospectus Regulation' means the EU Prospectus Regulation,
as it forms part of the law of England and Wales by virtue of the
EUWA and as from time to time modified by or under EUWA or other
English law and any subordinate legislation made under it;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland;
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia; and
'WH Ireland' means WH Ireland Limited, registered in England and
Wales under company registration number 2002044, whose registered
office is at 24 Martin Lane, London EC4R 0DR.
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END
IOEMZGMKVMKGMZM
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