TIDMBCN
RNS Number : 7687U
Bacanora Lithium PLC
16 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU No. 596/2014). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
16 July 2018
Bacanora Lithium plc
("Bacanora" or the "Company")
Proposed Placing to raise US$100 million (the "Placing") to
begin construction of the Sonora Lithium Project in Mexico
("Sonora" or the "Project")
Bacanora Lithium plc (AIM:BCN), the London listed lithium
exploration and development company, is pleased to announce a
proposed placing to raise gross proceeds of US$100m by way of a
placing (the "Placing") of new ordinary shares in the Company (the
"Placing Shares").
The combination of the Placing proceeds and the initial US$25m
drawdown from the previously announced US$150m Red Kite Mine
Finance senior debt facility ("RK Facility") will give the Company
sufficient funds to begin construction on the Project, the intended
commissioning for which is in Q1 2020.
The Placing Shares are being offered by way of a bookbuild (the
"Bookbuild") which will be launched immediately following this
Announcement. The number of Placing Shares and allocations are at
the discretion of Canaccord Genuity Limited ("Canaccord" or the
"Bookrunner") and a further announcement confirming these details
will be made in due course. WH Ireland Limited, Ashanti Capital and
Steubing AG are acting as placing agents in the transaction
(collectively the "Placing Agents"). Members of the public are not
entitled to participate in the Placing and none of the Placing
Shares are being offered or sold in any jurisdiction where it would
be unlawful to do so.
The Directors recognise the importance of giving existing
shareholders an opportunity to participate in Company's ongoing
funding should they be unable to participate in the Placing, and
consequently intend to raise up to EUR 8m by way of an open offer
to existing shareholders following completion of the Placing.
Further details of the open offer will be announced in due
course.
Summary
-- The primary purpose of the Placing is to provide the Company
with sufficient funds to begin construction of the Project by
ordering the long lead items and beginning the required civil
works.
-- The gross proceeds from the Placing will allow the Company to
continue towards its stated intention of commissioning the Project
during Q1 2020.
-- The issue of the Placing Shares is structured as a placing of
new ordinary shares pursuant to the authorities granted at the
Company's General Meeting held on 16 February 2018.
-- The timing of the closing of the Bookbuild and the final
number and allocation of the Placing Shares to be issued are to be
determined at the discretion of the Company and the Bookrunner.
-- Following the closing of the Bookbuild, a further
announcement will be made confirming final details of the
Placing.
Rationale for the Placing and Use of Proceeds
-- The Company completed its Feasibility Study on the Project in
February 2018 demonstrating the Project's potential to become a
leading supplier of high value lithium carbonate.
-- The capital cost estimated for Stage 1 production of 17,500
tpa of lithium carbonate at the Project at US$420m. In addition to
the US$420m capital cost, the Company estimates that US$40m of
additional funding will be required for working capital purposes.
Therefore, the total funding required for Stage 1 of the Project is
estimated to be US$460m ("Construction Funding").
-- All required approvals are in place, subject to raising the
financing, for Bacanora to begin construction of the Project.
-- The gross proceeds of US$100m from the Placing will be
utilized to begin and progress construction as per the schedule
outlined in the DFS published in January 2018 and will be allocated
as follows:
o Beneficiation plant - US$1.7m
o Processing plant - US$25.6m
o Infrastructure - US$38.0m
o EPCM/Owners - US$21.0m
o Contingency - US$10.7m
o Working capital - US$3m
-- It is expected that the gross proceeds from the Placing,
together with the drawdown of the first tranche from the RK
Facility and the Company's existing cash balances will allow the
Project to be meaningfully progressed until the end of Q1 2019.
-- As announced concurrently, the Company has received a
commitment to conditionally invest US$25m from its existing
shareholder, Hanwa Co., Ltd ("Hanwa") at the time of and
conditional on the Company securing the Construction Funding, and
has entered into a conditional agreement with a new strategic
investor, the State General Reserve Fund of Oman ("SGRF") for
another US$65m investment at the same time. In addition, the
Company has secured a $150m senior debt facility from Red Kite Mine
Finance ("RK").
-- The combined total of the Placing, the proposed SGRF and
Hanwa investments and the previously announced RK Facility is
$340m. Accordingly the Company intends to raise a further $120m of
funding prior to the end of Q1 2019. The proposed investments by
SGRF and Hanwa are subject to the Company securing the Construction
Funding.
-- The Company will continue discussions with various potential
funders with a view to optimizing the capital structure by the time
the full Construction Funding is in place.
-- The gross proceeds of the Placing and the wider fundraise
will be used exclusively by the Company for the Project.
The Placing
Bacanora has entered into a placing agreement (the "Placing
Agreement") with Canaccord who is acting as sole bookrunner in
relation to the Placing and the Placing Agents. Pursuant to the
Placing Agreement, Canaccord has agreed, in accordance with its
terms, to use reasonable endeavours to place the Placing Shares
with certain new and existing institutional and other investors.
The Placing is not underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares
including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue.
The Company will apply for the Placing Shares to be issued on
closing and to be admitted to trading on AIM ("Admission").
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement between the Company and the
Bookrunner becoming unconditional and not being terminated. Further
details of the Placing Agreement can be found in the terms and
conditions of the Placing contained in the Appendix to this
Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making a verbal
offer to acquire Placing Shares, investors will be deemed to have
read and understood this Announcement (including the Appendix) in
its entirety and to be making such offer on the terms and subject
to the conditions in this Announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
This Announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this Announcement, this inside information is
now considered to be in the public domain.
For further information, please contact:
Bacanora Minerals Peter Secker, CEO info@bacanoraminerals.com
Ltd.
Cairn Financial Advisers Sandy Jamieson / Liam +44 (0) 20 7213
LLP, Nomad Murray 0880
------------------------ --------------------------
Canaccord Genuity, Martin Davison / James +44 (0) 20 7523
Broker Asensio 8000
------------------------ --------------------------
St Brides Partners, Megan Dennison / Frank +44 (0) 20 7236
Financial PR Adviser Buhagiar 1177
------------------------ --------------------------
IMPORTANT NOTICE
The Bookrunner is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and the Bookrunner will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
announcement, including the appendix and the terms and conditions
set out herein (together, this "Announcement").
Cautionary statement regarding forward-looking statements
Certain statements in this Announcement are forward-looking
statements which are based on the Company's current expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "plan",
"estimate", "expect", and words of similar meaning or the negative
thereof, include all matters that are not historical facts and
reflect the directors' beliefs and expectations and involve a
number of risks, assumptions and uncertainties that could cause
actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Except as required by applicable law, neither the
Company nor the Bookrunner assumes any responsibility or obligation
to update or revise publicly or review any of the forward-looking
statements contained herein, whether as a result of new
information, future events or otherwise. You should not place undue
reliance on any forward-looking statements, which speak only as of
the date of this Announcement.
Information for distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that 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, Distributors
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, the Bookrunner will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Notice to EEA investors
This Announcement (which is for information purposes only) is
directed only at persons in member states of the European Economic
Area (the "EEA") who are qualified investors within the meaning of
article 2(1)(e) of Directive 2003/71/EC, as amended from time to
time, including by Directive 2010/73/EU to the extent implemented
in the relevant member state and includes any relevant implementing
directive measure in any member state (the "Prospectus Directive")
("Qualified Investors").
Notice to United Kingdom investors
In the United Kingdom, this Announcement is directed only at
Qualified investors who are persons who (i) have professional
experience in matters relating to investments who fall within
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").
In the United Kingdom, this Announcement and the information in
it must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons in
the UK and will be engaged in only with Relevant Persons in the
UK.
Notice to Australian investors
This Announcement is not a prospectus (or any other form of
disclosure document) which is required to be lodged with the
Australian Securities and Investments Commission under section 718
of the Corporations Act 2001 (Cth) ("Corporations Act") and does
not contain all the information contained in a disclosure document
(for example a prospectus), including any and all information that
potential investors and their professional advisors would
reasonably require to make an informed assessment of the Company's
assets and liabilities, financial position and performance,
profits, losses and prospects. It is intended to provide potential
investors with information only. This Announcement has not and will
not be lodged with the Australian Securities and Investments
Commission. The Company will not make any offer of Ordinary Shares
pursuant to a prospectus, offer information statement or other
disclosure document in accordance with Part 6D.2 of the
Corporations Act.
In Australia, any offer that may be made following issue of this
Announcement shall be made pursuant to the exclusions of section
708 of the Corporations Act and such offer is also subject to the
restrictions of section 707 of the Corporations Act. A Placee may
be restricted from resale within 12 months of issue, unless the
resale is sanctioned by a disclosure document, or is made within
applicable exceptions in Section 708 of the Corporations Act.
Placees should be aware of the requirements imposed under section
707 of the Corporations Act and potential statutory restrictions on
resale.
Notice to Canadian investors
Securities legislation in certain of the provinces and
territories of Canada provides purchasers with rights of rescission
or damages, or both, where an offering memorandum, such as this
Announcement, or any amendment thereto contains a
misrepresentation. A "misrepresentation" is an untrue statement of
a material fact or an omission to state a material fact that is
required to be stated or that is necessary to make any statement
not misleading or false in the light of the circumstances in which
it was made.
These remedies must be commenced by the purchaser within the
time limits prescribed and are subject to the defences contained in
the applicable securities legislation. Each purchaser should refer
to the provisions of the applicable securities laws for the
particulars of these rights or consult with a legal advisor.
Securities legislation in certain provinces or territories of
Canada may provide an investor with remedies for rescission or
damages if this Announcement contains a misrepresentation, provided
that the remedies for rescission or damages are exercised by the
Placee within the time limit prescribed by the securities
legislation of the Placee's province or territory. The Placee
should refer to any applicable provisions of the securities
legislation of the Placee's province or territory for particulars
of these rights or consult with a legal adviser.
In Canada, this Announcement is for distribution only to persons
that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations.
The following rights are in addition to and without derogation
from any other right or remedy which purchasers may have at law and
are intended to correspond to the provisions of the relevant
Canadian securities laws and are subject to the defences contained
therein. The following summaries are subject to the express
provisions of the applicable securities statutes and instruments in
the below-referenced provinces and the regulations, rules and
policy statements thereunder and reference is made thereto for the
complete text of such provisions.
Ontario Investors
Under Ontario securities legislation, certain purchasers who
purchase securities offered by an offering memorandum during the
period of distribution will have a statutory right of action for
damages, or while still the owner of the securities, for rescission
against the issuer or any selling security holder if the offering
memorandum contains a misrepresentation without regard to whether
the purchasers relied on the misrepresentation. The right of action
for damages is exercisable not later than the earlier of 180 days
from the date the purchaser first had knowledge of the facts giving
rise to the cause of action and three years from the date on which
payment is made for the securities. The right of action for
rescission is exercisable not later than 180 days from the date on
which payment is made for the securities. If a purchaser elects to
exercise the right of action for rescission, the purchaser will
have no right of action for damages against the issuer or any
selling security holder. In no case will the amount recoverable in
any action exceed the price at which the securities were offered to
the purchaser and if the purchaser is shown to have purchased the
securities with knowledge of the misrepresentation, the issuer and
any selling security holder will have no liability. In the case of
an action for damages, the issuer and any selling security holder
will not be liable for all or any portion of the damages that are
proven to not represent the depreciation in value of the securities
as a result of the misrepresentation relied upon.
These rights are not available for a purchaser that is (a) a
Canadian financial institution or a Schedule III Bank (each as
defined in National Instrument 45-106 - Prospectus Exemptions), (b)
the Business Development Bank of Canada incorporated under the
Business Development Bank of Canada Act (Canada), or (c) a
subsidiary of any person referred to in paragraphs (a) and (b), if
the person owns all of the voting securities of the subsidiary,
except the voting securities required by law to be owned by
directors of that subsidiary.
These rights are in addition to, and without derogation from,
any other rights or remedies available at law to an Ontario
purchaser. The foregoing is a summary of the rights available to an
Ontario purchaser. Not all defences upon which an issuer, selling
security holder or others may rely are described herein. Ontario
purchasers should refer to the complete text of the relevant
statutory provisions.
Notice to German investors
In Germany, the offering of the Placing Shares is addressed
exclusively to qualified investors. Qualified investors are clients
and enterprises which, unless they are categorized as a retail
client, are professional clients or eligible counterparties within
the meaning of section 67 subsection (2) or (4) of the German
Securities Trading Act (Wertpapierhandelsgesetz), or which are
categorized as such upon request pursuant to section 67 subsection
(6) of the German Securities Trading Act, or which continue to be
treated as professional clients pursuant to section 67 subsection
(5) sentence 5 of the German Securities Trading Act, or which
comply with any other definition of qualified investors in section
2 no. 6 of the German Securities Prospectus Act
(Wertpapierprospektgesetz). Accordingly, the offering is exempt
from the prospectus requirement in Germany, no prospectus has been
published, and this information does not constitute a prospectus in
the meaning of the German Securities Prospectus Act.
Notice to Hong Kong investors
The contents of this Announcement have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the Placing. If you are in any doubt about
any of the contents of this Announcement, you should obtain
independent professional advice. This is not an offer to the public
and the Placing Documents (as defined below) will not be registered
as a prospectus under the Companies (Winding Up and Miscellaneous
Provisions) Ordinance of Hong Kong or any other applicable
ordinance in Hong Kong.
This Announcement must not, therefore, be distributed, issued,
or possessed for the purpose of distribution or issue, to persons
in Hong Kong other than (1) to professional investors within the
meaning of the Securities and Futures Ordinance of Hong Kong
(including professional investors falling within the Securities and
Futures (Professional Investors) Rules) or (2) in circumstances
which would not constitute an offer to the public for the purpose
of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance or the Securities and Futures Ordinance of Hong Kong.
Notice to Singaporean investors
This Announcement will not, and has not be registered as a
prospectus with the Monetary Authority of Singapore. Neither this
Announcement nor any other document or material in connection with
the Placing, or the offer or sale, or invitation for subscription
or purchase of the Placing Shares, shall be circulated or
distributed, whether directly or indirectly, to persons in
Singapore, other than to the following exempted persons and in
accordance with the conditions set out in the Securities and
Futures Act of Singapore (Chapter 289) (the "SFA"), being (i) an
institutional investor (as defined in Section 4A of the SFA) in
accordance with the conditions specified in Section 274 of the SFA,
(ii) a relevant person pursuant to Section 275(1) of the SFA, or
any person pursuant to Section 275(1A), and in accordance with the
conditions specified in Section 275 of the SFA, or (iii) otherwise
pursuant to, and in accordance with, the conditions of any other
applicable provision of the SFA.
Notice to Swiss investors
This Announcement is not intended to constitute a public offer
or solicitation to purchase or invest in Placing Shares. The
Placing Shares may not be publicly offered, sold or advertised,
directly or indirectly, into or in Switzerland as such terms are
used under the Swiss Code of Obligations (the "CO"). Neither this
Announcement nor any other offering or marketing material relating
to the Placing Shares have been prepared with regard to the
disclosure standards for prospectuses under article 652a or 1156
CO, and they do not constitute a prospectus within the meaning of
article 652a or 1156 CO. Neither this Announcement nor any other
offering or marketing material relating to the Placing Shares may
be publicly distributed or otherwise made publicly available in
Switzerland as such terms are used under the CO.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the US Securities Act and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. No action has been
taken by the Company, the Bookrunner or any of their respective
affiliates, agents directors, officers or employees
("Representatives") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan, the Republic of South Africa,
Singapore or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
No prospectus has been lodged with, or registered by, the
Japanese Ministry of Finance or the Monetary Authority of
Singapore; the relevant clearances have not been, and will not be,
obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing
Shares 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 or Singapore. 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, Singapore or any other jurisdiction outside the
EEA.
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 should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
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 particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it 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 a person in a member state of the EEA which
has implemented the Prospectus Directive (each, a "Relevant Member
State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) 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 Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner have been given to the offer or
resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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;
and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
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; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
(a) outside the United States acquiring the Placing Shares in
offshore transactions as defined in, and in accordance with,
Regulation S under the US Securities Act; or
(b) a "qualified institutional buyer" as defined in Rule 144A
under the US Securities Act (a "QIB").
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the results of the
Placing (the "Placing Results Announcement")(together the "Placing
Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates or
Representatives has or shall have any responsibility or liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. 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. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own
attorney, tax advisor, and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as bookrunner in connection with the
Placing and has today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, the Bookrunner, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours
to procure placees for the Placing Shares. The Placing is not
underwritten by the Bookrunner.
The final number of Placing Shares and the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between the Bookrunner and the Company following the Bookbuild (the
"Placing Supplement").
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Applications for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for the admission to trading of the
Placing Shares to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 23 July 2018 (or such later
time and/or date as the Bookrunner may agree with the Company) and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as bookrunner and
placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by the Bookrunner. The Bookrunner may itself agree
to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
2. The Bookbuild, if successful, will establish a single price
payable to the Bookrunner as agent for the Company by all Placees
whose bids are successful (the "Placing Price"). The Placing Price
and the number of Placing Shares will be determined by the
Bookrunner (in consultation with the Company) following completion
of the Bookbuild. Subject to the execution of the Placing
Supplement, the Placing Price and the number of Placing Shares to
be issued will be announced on an RIS following the completion of
the Bookbuild via the Placing Results Announcement.
3. Allocations of the Placing Shares will be determined by the
Bookrunner after consultation with the Company (the proposed
allocations having been supplied by the Bookrunner to the Company
in advance of such consultation). Subject to the execution of the
Placing Supplement, allocations will be confirmed orally by the
Bookrunner and a contract note will be despatched as soon as
possible thereafter. The Bookrunner's oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon
such person (who will at that point become a Placee), in favour of
the Bookrunner and the Company, to acquire the number of Placing
Shares allocated to it and to pay the Placing Price in respect of
such shares on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with the Bookrunner's consent, such commitment will not be
capable of variation or revocation after the time at which it is
submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the Bookrunner. The terms
of this Appendix will be deemed incorporated in that contract
note.
5. 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".
6. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
7. 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.
8. To the fullest extent permissible by law, neither the
Bookrunner, nor the Company, nor any of their respective
Representatives shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Bookrunner, nor
the Company, nor any of their respective Representatives shall have
any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Bookrunner and the Company may
determine.
9. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
10. All times and dates in this Announcement may be subject to
amendment (other than the Longstop Date, as defined below). The
Bookrunner shall notify the Placees and any person acting on behalf
of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
11. certain announcement obligations;
12. Admission occurring no later than 8.00 a.m. (London time) on
23 July 2018 (or such later time and/or date, not being later than
8.00 a.m. (London time) on 6 August 2018 (the "Longstop Date"), as
the Bookrunner may otherwise agree with the Company);
13. the warranties on the part of the Company contained in the
Placing Agreement being true, accurate and not misleading as at the
date of the Placing Agreement and at Admission, as though they had
been given and made on such date by reference to the facts and
circumstances then subsisting;
14. the Company having complied with all of its obligations
under the Placing Agreement which fall to be performed or satisfied
on or prior to Admission;
15. the execution and delivery of the Placing Supplement;
16. the Note Issuance Deeds having been entered into in the
approved terms and not having been rescinded or terminated in
accordance with their terms;
17. the Strategic Investment Agreement and Offtake Agreement
having been entered into in the approved terms and not having been
rescinded or terminated in accordance with their respective terms;
and
18. in the opinion of the Bookrunner (acting in good faith)
there shall have been no Material Adverse Change since the date of
the Placing Agreement prior to Admission.
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
certain Conditions in respect of all or any part of the performance
thereof. The condition in the Placing Agreement 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.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Bookrunner by the relevant time or date
specified (or such later time or date as the Company and the
Bookrunner may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither the Bookrunner, nor the Company, nor any of their
respective Representatives shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any Condition to the Placing, nor for any decision
they may make as to the satisfaction of any Condition or in respect
of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances including (amongst other things):
19. it comes to the knowledge of the Bookrunner that any of the
warranties in the Placing Agreement was untrue, inaccurate or
misleading;
20. if any Condition becomes incapable of being fulfilled (and
is not waived) or if all the Conditions are not fulfilled (or
waived);
21. if in the opinion of the Bookrunner, acting in good faith,
there has been a Material Adverse Change prior to Admission;
22. where the Company shall fail to comply with any of its
obligations under the Placing Agreement in any material respect;
or
23. on the occurrence of certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by the Bookrunner of any right of termination or of any
other discretion under the Placing Agreement shall be within the
absolute discretion of the Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by the Bookrunner of the allocation and commitments following the
close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that it shall not
during the period from the date until 180 days after the date of
Admission offer, issue, sell, contract to sell, issue options in
respect of or otherwise dispose of any securities of the Company
(or any interest therein or in respect thereof) or any other
securities exchangeable for, or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction having
substantially the same effect or agree to do any of the foregoing
other than with the prior written consent of the Bookrunner (such
consent not to be unreasonably withheld or delayed). For these
purposes it shall be unreasonable for the Bookrunner to withhold
consent in relation to the proposed Open Offer described in this
Announcement
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the absolute discretion of the Bookrunner and that it need not make
any reference to, or consult with, Placees and that it shall have
no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BD20C246) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Bookrunner reserves the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
the Bookrunner and settlement instructions. Each Placee agrees that
it will do all things necessary to ensure that delivery and payment
is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Bookrunner as agent for the Company and
the Bookrunner will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the Placing Shares
will take place on 23 July 2018 on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunner nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Bookrunner (in their capacity as bookrunner and placing
agents of the Company in respect of the Placing) and the Company,
in each case as a fundamental term of their application for Placing
Shares, the following:
24. it has read and understood this Announcement in its entirety
and 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 it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in this Placing Documents and the
Publicly Available Information;
25. it acknowledges that the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of AIM, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or has access to such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
companies, without undue difficulty;
26. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Bookrunner on an after-tax
basis in respect of any Indemnified Taxes;
27. neither the Bookrunner, nor any of its respective
Representatives accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person (other than the Bookrunner) in connection with the
Placing;
28. time is of the essence as regards to its obligations under this Announcement;
29. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
30. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
31. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
32. in connection with the Placing, the Bookrunner and any of
its affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to the
Bookrunner or any of its affiliates acting in such capacity;
33. the Bookrunner and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the
Bookrunner and its affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares;
34. the Bookrunner does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
35. the Bookrunner does not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
36. its participation in the Placing is on the basis that it is
not and will not be a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner 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;
37. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner, nor its
Representatives nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
38.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of 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 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by the Bookrunner or the Company nor any of their
respective Representatives (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither the Bookrunner, the Company, nor any of their
respective Representatives has provided, nor will provide, it with
any material or information regarding the Placing Shares or the
Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Bookrunner, the Company, or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information; and
(d) neither the Bookrunner nor the Company will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
39. it may not rely, and has not relied, on any investigation
that the Bookrunner, any of its affiliates or any person acting on
its behalf, may have conducted with respect to the Placing Shares,
the terms of the Placing or the Company, and none of such persons
has made any representation, express or implied, with respect to
the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
40. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Bookrunner for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
41. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
42. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(h) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(i) and will remain liable to the Company and/or the Bookrunner
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
43. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 and that
it has not taken any action or omitted to take any action which
will or may result in the Bookrunner, the Company or any of their
respective Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
44. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
45. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
46. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan,
Singapore or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
47. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Bookrunner or any person
acting on behalf of the Company or the Bookrunner that would, or is
intended to, permit a public offer of the Placing Shares in the
United States, Australia, Canada, Japan, Singapore or the Republic
of South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
48. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
49. unless otherwise specifically agreed with the Bookrunner, it
is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of, nor have an address in, Australia, Japan, the
Republic of South Africa, Singapore or any province or territory of
Canada;
50. it may be asked to disclose in writing or orally to the Bookrunner:
(j) if he or she is an individual, his or her nationality; or
(k) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
51. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act or (ii) a
QIB and will duly execute a US investor letter and deliver the same
to the Bookrunner or its affiliates;
52. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws; and no representation is being made as to the
availability of any exemption under the US Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
53. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the US Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
54. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS 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 EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT OR (C) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
55. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
56. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
57. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a
Qualified Investor;
58. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Directive;
59. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in a member state of the EEA which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of the
Bookrunner has been given to each proposed offer or resale;
60. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
61. it has not offered or sold and 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, as amended
("FSMA");
62. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by the Bookrunner in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
63. if in Canada, it or any ultimate purchaser for which such
initial purchaser is acting as agent
(l) is a purchaser that is entitled under applicable provincial
securities laws to purchase the securities of the Company without
the benefit of a prospectus qualified under those securities laws
as it is an "accredited investor" (as such term is defined in
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"),
and, in the case of an acquirer resident in Ontario, section
73.3(1) of the Securities Act (Ontario) (the "OSA")), in each case,
that is not a person created or being used solely to purchase or
hold securities as an accredited investor as described in paragraph
(m) of the definition of "accredited investor" in Section 1.1 of NI
45-106;
(m) is a "permitted client" as defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103");
(n) is not an individual;
(o) is resident in the one of the provinces or territories in
which the securities are being offered, and is not acquiring the
securities for the account or benefit of any individual or entity
that is resident in any province or territory of Canada other than
the provinces or territories in which the securities are being
offered by the Company;
(p) it acknowledges and agrees that the offering of the
securities in Canada was made exclusively under the Announcement;
and
(q) it acknowledges that the securities are being distributed in
Canada on a private placement basis only and that any resale of
securities must be in accordance with the requirements of
applicable securities laws, which will vary depending on the
relevant jurisdictions; and
(r) has reviewed and acknowledges the terms referred to above
under the heading "Notice to Canadian investors"; and
(s) it is either purchasing the securities as principal for its
own account, or is deemed to be purchasing the securities as
principal for its own account, in accordance with the applicable
securities laws of the province in which such purchaser is
resident, by virtue of being either: (i) a trust company or trust
corporation as further described in subsection (p) of the
definition of "accredited investor" in Section 1.1 of NI 45-106; or
(ii) a person acting on behalf of a fully managed account managed
by that person as further described in subsection (q) of the
definition of "accredited investor" in Section 1.1 of NI
45-106.
64. if domiciled in Germany, that it is a qualified investor.
Qualified investors are clients and enterprises which, unless they
are categorized as a retail client, are professional clients or
eligible counterparties within the meaning of section 67 subsection
(2) or (4) of the German Securities Trading Act
(Wertpapierhandelsgesetz), or which are categorized as such upon
request pursuant to section 67 subsection (6) of the German
Securities Trading Act, or which continue to be treated as
professional clients pursuant to section 67 subsection (5) sentence
5 of the German Securities Trading Act, or which comply with any
other definition of qualified investors in section 2 no. 6 of the
German Securities Prospectus Act (Wertpapierprospektgesetz).
65. if in Australia:
(t) it is a "sophisticated investor" or a "professional investor
" (as such terms are defined in the Corporations Act) or this offer
was validly made through a financial services licensee (pursuant to
Section 708(10) of the Corporations Act);
(u) it will acquire the shares in accordance with applicable
provisions of the Corporations Act; and
(v) it acknowledges that the offer of the Placing Shares is
subject to the restrictions (including selling restrictions) set
out in the Corporations Act.
66. if in Hong Kong, it is a "professional investor" (as defined
in section 1 of Part 1 of Schedule 1 to the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong, "SFO") or it
agrees and acknowledges that (i) the Placing is not an offer to the
public in Hong Kong, (ii) none of the documents or materials
relating to the Placing Shares made available to it will be
registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 622 of the Laws of
Hong Kong, "CO")) or any other applicable ordinance in Hong Kong,
and (iii) it purchases the Placing Shares as principal and not with
a view to resell them to the public in or from Hong Kong, except in
circumstances which do not constitute an offer to the public within
the meaning of the CO and the SFO.
67. if in Singapore:
(a) it is (i) an institutional investor as defined under Section
4A(1) of the SFA, (ii) a relevant person as defined under Section
275(2) of the SFA, or a person to whom an offer, as referred to in
Section 275(1A) of the SFA is being made, or (iii) otherwise a
person to whom an offer is made to pursuant to and in accordance
with the conditions of any other applicable provision of the
SFA;
(b) it agrees and acknowledges that the offer of the Placing
Shares is subject to the restrictions (including selling
restrictions) set out in the relevant provisions of the SFA;
and
(c) if any of the Placing Shares are subscribed or purchased
under Section 275 of the SFA by a relevant person which is: (i) a
corporation (which is not an accredited investor as defined in
Section 4A of the SFA, the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or
(ii) a trust (where the trustee is not an accredited investor (as
defined in Section 4A of the SFA), whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who
is an accredited investor, securities ((as defined in Section
239(1) of the SFA) of that corporation or the beneficiaries' rights
and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust
has acquired the Placing Shares pursuant to an offer made under
Section 275 of the SFA except: (A) to an institutional investor (as
defined in Section 4A of the SFA) or to a relevant person (as
defined in Section 275(2) of the SFA or to any person arising from
an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA; (B) where no consideration is or will be given for the
transfer; (C) where the transfer is by operation of law; (D) as
specified
in Section 276(7) of the SFA; or (E) as specified in Regulation
32 of the Securities and Futures (Offers of Investment) (Shares and
Debenture) Regulations 2005 of Singapore;
68. it represents that it is not located or resident in
Switzerland or, if it is located or resident in Switzerland, it
agrees and acknowledges that (i) the Placing Shares have not been
publicly offered in Switzerland, (ii) none of the documents or
material relating to the Placing Shares made available to it
constitute a prospectus within the meaning of article 652 or 1156
of the Code of Obligations, and (iii) it purchases the securities
for its own account and not with a view to resell them to the
public in or from Switzerland.
69. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the United
Kingdom);
70. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
71. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
72. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
73. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined 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 issue or transfer Placing Shares into a clearance
service;
74. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Bookrunner may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
75. any money held in an account with the Bookrunner on behalf
of the Placee and/or any person acting 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 relevant rules
and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the Bookrunner's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee;
76. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
77. neither the Bookrunner, nor any of its respective
affiliates, nor any person acting on behalf 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;
78. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(w) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(x) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(y) disclosed such information to any person, prior to the
information being made publicly available;
79. the rights and remedies of the Company and the Bookrunner
under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to
each of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
80. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or the Bookrunner 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.
General
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Bookrunner and are
irrevocable. The Bookrunner, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Bookrunner and their respective
Representatives 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 given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by the
Bookrunner, the Company or each of their respective Representatives
arising from the performance of the Placees' obligations as set out
in this Announcement, and further agrees that the provisions of
this Announcement shall survive after completion of the
Placing.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the
Bookrunner will be responsible and the Placees shall indemnify the
Company and the Bookrunner on an after-tax basis for any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction
paid by the Company or the Bookrunner in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly. Placees
are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold the Bookrunner and/or the
Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The 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 pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by 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, the Placing Documents.
DEFINITIONS
Admission admission to trading of the Placing Shares
to trading on AIM
Bookrunner Canaccord Genuity Limited
CREST Euroclear UK & Ireland Limited
Company Bacanora Lithium plc
CO Swiss Code of Obligations
Corporations Act Corporations Act 2001 (Cth)
EEA European Economic Area
FCA the UK Financial Conduct Authority
FSMA Financial Services and Markets Act 2000,
as amended
Group the Company and its subsidiary undertakings
Longstop Date 8.00 a.m. (London time) on 6 August 2018
Material Adverse any material adverse change in, or any
Change development involving or reasonably likely
to involve a prospective material adverse
change in, or affecting, the condition
(financial, operational, legal or otherwise)
or the earnings, management, business affairs,
solvency or prospects of the Company, or
of the Group (taken as a whole), whether
or not arising in the ordinary course of
business
Note Issuance Deeds the $150m Note Issuance Deed and the $56m
Note Issuance Deed
Ordinary Shares ordinary shares of 10 pence each in the
capital of the Company
Placing the placing of the Placing Shares
Placing Shares the new Ordinary Shares which may, be allotted
and issued in accordance with the Placing
Agreement following the Bookbuild and as
specified in the Placing Supplement
Placees those persons who have agreed to subscribe
for the Placing Shares
Placing Agreement the agreement between, amongst others,
the Company and the Bookrunner dated on
or about the date of this Announcement
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOERFMBTMBABBRP
(END) Dow Jones Newswires
July 16, 2018 08:00 ET (12:00 GMT)
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