TIDMGGP
RNS Number : 1274X
Greatland Gold PLC
24 August 2022
24 August 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF GREATLAND GOLD PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Greatland Gold plc
("Greatland" or "the Company")
Proposed Placing
Greatland Gold plc (AIM:GGP) is pleased to announce that it
intends to raise a minimum amount of approximately US$30 million
(approx. GBP25 million(1) ) by way of a Placing (as defined below)
at a price of 8.2 p per new Ordinary Share (the "Issue Price").
The placing of new ordinary shares of nominal value GBP0.001
each in the capital of the Company (the "Placing Shares") will be
conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following release
of this announcement (the "Announcement") and will be made
available to new and existing eligible institutional investors (the
"Placing"). The Placing is subject to the Terms and Conditions set
out in the Appendix to this Announcement .
Canaccord Genuity Limited ("Canaccord") and Sprott Capital
Partners LP ("Sprott") are acting as joint bookrunners (together
being the "Joint Bookrunners") in connection with the Placing.
Ashanti Capital is acting as co-manager.
Summary and Highlights of the Placing
-- Intention to conduct a Placing to raise minimum gross
proceeds of approximately US$30 million (approximately GBP25
million(1) ) at the Issue Price.
-- The Issue Price represents a discount of approximately 15.5
per cent. to the closing mid-market share price per Ordinary Share
on 23 August 2022, being the last practicable date prior to
publication of this Announcement.
-- Tribeca Investment Partners, a fund management and advisory
firm focused on natural resources in the Asia Pacific region with
deep insights into the Australian precious metals investment
landscape, intends to provide a cornerstone investment through the
Placing of A$20 million (US$13.8 million) through funds managed by
Tribeca Investment Partners. In addition, it has agreed to work
with the Company to provide up to A$40 million (US$27.6 million) of
additional funding as required as part of the Company's funding
package (further detail below).
-- The Company intends to use the net proceeds of the Placing
to:
o fund the continued development of Havieron as described in the
Pre-Feasibility Study in conjunction with the Company's joint
venture partner, Newcrest Mining Ltd ("Newcrest");
o continue drilling the Havieron deposit to explore and grow the
wider Havieron Resource;
o undergo exploration activities on the Company's 100% owned
licences to target new Havieron-like discoveries in the Paterson
region; and
o fund working capital and general corporate purposes.
-- The Company intends to use any net proceeds from the Placing
in excess of US$30 million to further accelerate the exploration
activities noted above and assist Greatland (along with its
targeted debt package and the potential of A$40 million in
additional funding from Tribeca) towards becoming fully funded for
its share of development costs at Havieron.
-- Greatland is concurrently progressing advanced discussions
with several Tier 1 'Main Street' global banks with the aim of
providing additional funding, through a debt package, to the
Company for the development of Havieron in the medium-term. To
date, the Company has received several credit approved term sheets
from banks and discussions are ongoing. The Company will continue
to update the market on progress as appropriate.
-- The Company intends to pursue a cross-listing on the
Australian Stock Exchange ("ASX") within the next 12 months in
order to benefit from a mining focused exchange, and to expand
access to available capital. The Company is actively exploring the
possibility of appointing additional board directors with strong
ASX public markets experience.
-- Shaun Day, Managing Director of the Company, alongside other
members of the management team, intend to participate in the
Placing for an aggregate value of approximately US$128,000 (approx.
GBP108,000) (1) . A further announcement will be made in due
course.
-- The final number of Placing Shares issued pursuant to the
proposed Placing will be determined following the close of the
Bookbuild.
-- The Placing Shares will only be offered in the UK to
'Qualified Investors' (as defined in the UK Prospectus Regulation)
in compliance with the UK Prospectus Regulation, as such no
prospectus will be published.
Shaun Day, Managing Director of Greatland Gold plc,
commented:
" This Placing strengthens our balance sheet and provides added
flexibility for Greatland's ongoing 30% participation in the
development of the potentially world class Havieron gold-copper
project.
The equity raising will provide the Company the opportunity to
add a significant institutional presence to our share registry,
reflecting the increasing maturity of our business and the value
proposition of Greatland Gold.
In particular, the cornerstone participation of Tribeca
Investment Partners as a new shareholder, is greatly valued
together with its broader statement offering to work together with
Greatland to potentially provide ongoing financial support for
Greatland.
This equity raising follows the successful and recent conclusion
of the 5% option process which was resolved with Greatland
retaining its 30% interest in Havieron, the best possible outcome
available to Greatland and its shareholders.
As proceeds from any option exercise were always required to
offset the existing Newcrest loan first, the Company was not
planning on receipt of proceeds for its ongoing funding
requirements. In parallel, the Company's debt funding strategy
incorporated flexibility with respect to its ownership level of
Havieron. Accordingly, the 30% ownership of Havieron is
accommodated within our debt process and is a continuation of
business as planned."
1 Calculated by reference to a GBP:AUD exchange rate of 1:1.708,
a GBP:USD exchange rate of 1: 1.179 as at 12:00 p.m. London time on
24 August 2022
Enquiries:
Greatland Gold PLC +44 (0)20 3709 4900
Shaun Day info@greatlandgold.com
http://www.greatlandgold.com/
SPARK Advisory Partners Limited
(Nominated Adviser)
Andrew Emmott/ James Keeshan +44 (0)20 3368 3550
Canaccord Genuity (Joint Bookrunner)
James Asensio/ Patrick Dolaghan +44 (0)20 7523 8000
Sprott Capital Partners LP (Joint
Bookrunner)
Filipe Martins/ Leslie Yang/ Chris
Tonkin +44 (0)20 3826 0281
Gracechurch Group (Media and Investor
Relations)
Harry Chathli/Alexis Gore +44 (0)20 3488 7510
Background to the Fundraise
Corporate Background
Greatland Gold plc (AIM:GGP) is a mining development and
exploration company with a focus on precious and base metals . The
Company's flagship asset is the potentially world class Havieron
gold-copper deposit in the Paterson region of Western Australia,
discovered by Greatland and presently under development through a
joint venture with Newcrest (the "JV") . Newcrest holds a joint
venture interest of 70% (30% Greatland).
Havieron is located approximately 45km east of Newcrest's Telfer
gold mine and, subject to positive feasibility study and decision
to mine, will leverage the existing infrastructure and processing
plant to significantly reduce the project's capital expenditure and
carbon impact for a low-risk and low-cost pathway to
development.
Construction is well advanced and continuing with the box cut
and decline to develop the Havieron deposit originally commenced in
February 2021. An extensive growth drilling programme continues at
Havieron with a view to further expanding the understanding and
scale of the ore body.
Greatland has a proven track record of discovery and exploration
success. It is pursuing the next generation of tier-one mineral
deposits by applying advanced exploration techniques in
under-explored regions. The Company is focused on safe, low-risk
jurisdictions and is strategically positioned in the highly
prospective Paterson region. Greatland has a total of six projects
across Australia with a focus on becoming a multi-commodity mining
company of significant scale.
Background to Havieron
Since its discovery by Greatland in 2018, Havieron has the
potential to become established as one of the most promising
long-life gold-copper deposits in development worldwide. It has
provided Greatland with a strategic position in the Paterson
Province of Western Australia, one of the key provinces for the
discovery of tier-one gold-copper deposits.
On 12 October 2021, the Company announced the results of a Stage
1 Pre-Feasibility Study ("PFS") covering Havieron's South-East
Crescent. Despite only covering 28% of the initial Mineral
Resource, the PFS confirmed robust project economics from the first
14 Mt of ore in the zone. Highlights of the PFS include:
-- Strong economics(2) supported by low upfront project capital
while generating strong early cash flow, IRR and payback
-- Outstanding low-cost operations, forecasted AISC
US$643/oz(2,3) with further opportunity to reduce
-- Internal Rate of Return of 27% (real IRR, after tax)(2,4)
-- Payback period of 3.0 years(2,5)
-- High grades of 4.58g/t Au Eq(2,6)
-- Capital efficient, low environmental impact with underground
mining and use of existing Telfer processing facility for majority
of plant infrastructure
-- 17% of revenues estimated to be generated from copper
production
-- The PFS demonstrates that including additional existing
Inferred Mineral Resource allows for a circa 3Mtpa or greater
operation
In July 2022, an independent adjudication undertaken in the
context of Newcrest's option to acquire 5% of the Havieron JV from
Greatland, selected a value for 5% of Havieron, as at a valuation
date of 15 December 2021, of, US$60 million, implying a 100% value
of US$1.2 billion.
2. PFS economics are on 100% project basis unless otherwise
specified. All assumptions are consistent with Newcrest PFS figures
except for macro price assumptions of US$1,750 Gold, US$4.08Ib
Copper, and USD:AUD 72c, applied by Greatland. The project
economics do not include any estimate the tolling arrangement
whereby capital expenditure such as upgrades to the processing
plant at Telfer will be paid for by Newcrest 100% and Greatland
will pay a capital contribution and tolling margin to Newcrest as
part of the proposed tolling arrangement. N ewcrest is reviewing
the impact of inflationary pressure on future capital expenditure
and operating costs as part of the Feasibility Study
3. Total operating costs includes mining costs, processing
costs, infrastructure costs and general and administrative
costs
4. Using a discount factor of 4.5% per annum (real)
5. Payback is the earliest date that net accumulated free cash
flow is equal to zero. This is calculated from first commercial
production which is defined as the expected commencement date of
saleable gold production
6. The gold equivalent (AuEq) is based on assumed prices of
US$1,300/oz Au and US$3.00/lb Cu for Ore Reserve and assumed prices
of US$1,400/oz Au and US$3.40/lb Cu for Mineral Resource, which
equates to a formula of approximately AuEq = Au (g/t) + 1.6 * Cu
(%)
Havieron Joint Venture Update
On 19 August 2022, Newcrest announced its decision not to
exercise its option under the Havieron JV agreement to acquire an
additional 5% interest in the JV from Greatland at the price of
US$60 million selected by the independent adjudicator, which was
based on data up to 15 December 2021. This outcome concludes the JV
process for Newcrest's 5% option. As a result, Greatland will
continue to retain a 30% JV interest.
Greatland's view is that Havieron still has significant growth
potential as the ongoing drill campaign consistently delivers
positive results that enhance Newcrest's understanding of the size
and scale of Havieron. Newcrest, as a global major, and Australia's
largest gold mining company with over 35-years' experience in the
Paterson region and existing Telfer infrastructure, is an excellent
partner to work with and to assist in accelerating the development
of Havieron and to maximise its future value.
Havieron Mineral Resource Update
On 3 March 2022, Greatland independently published an updated
Mineral Resource (including Ore Reserves), which demonstrated an
increase to 92Mt @ 1.9g/t Au and 0.24% Cu for a total of 5.5M oz Au
and 218kt Cu or 6.5M oz AuEq(7) . Following this Newcrest published
an updated Mineral Resource in August 2022 of 85Mt @ 2.0g/t Au and
0.26% Cu for a total of 5.5Moz of Au and 223kt of Cu . These
Mineral Resources are based in all material respects on the same
drill data and similar cut off, and such a close comparison between
the two is a testament to the high standard of work performed by
Greatland's technical team.
Project Funding
The Placing will allow the Company to make substantial progress
in funding its share of the development costs at Havieron. As part
of its project funding, the Company is in advanced discussions with
several Tier 1 Main Street debt providers who have indicated
interest in providing debt funding to support Greatland's share of
the development costs at Havieron. To date, the Company has
received several credit approved term sheets from debt providers
and discussions are ongoing. The Company will continue to update
the market on progress as appropriate. In addition, Tribeca and the
Company have agreed to work together to provide up to A$40 million
of additional funding as required to support Greatland along with
its other funding sources, to be fully funded for its share of
costs at Havieron.
Details of the Placing
The Placing will be conducted through an accelerated bookbuild
which will launch immediately following this announcement. The
Placing is subject to the Terms and Conditions set out in the
Appendix to this Announcement. The Issue Price is 8.2p per New
Ordinary Share.
The Company intends to issue the Placing Shares by way of a
non-pre-emptive cash box placing. The final number of Placing
Shares will be determined following the close of the Bookbuild. The
Placing Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company.
The Company reserves the right to increase or reduce the amount
proposed to be raised pursuant to the Placing, in agreement with
the Joint Bookrunners. The timing of the closing of the book and
allocations are at the absolute discretion of the Joint Bookrunners
and the Company. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
Admission
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM ("Admission"). It
is expected that Admission of the Placing Shares to trading on AIM
will take place on or around 31 August 2022.
7 The gold equivalent (AuEq) is based on assumed prices of
US$1,450/oz Au and US$3.23/lb Cu for Ore Reserve and assumed prices
of US$1,600/oz Au and US$3.50/lb Cu for Mineral Resource and
metallurgical recoveries based on block metal grade, reporting
approximately at 88% for Au and 84% for Cu which in both cases
equates to a formula of approximately AuEq = Au (g/t) + 1.5 * Cu
(%). It is the company's opinion that all the elements included in
the metal equivalents calculation have a reasonable potential to be
recovered and sold.
Appendix 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"), AND WHO ARE ALSO (I) PERSONS
FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C)
IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS
WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS
ACT 2001 (CTH) ("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR
MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR
(III) A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION
708(11) OF THE CORPORATIONS ACT (ALL SUCH PERSONS REFERRED TO ABOVE
AS "WHOLESALE INVESTORS"), OR (D) IF IN HONG KONG, TO PERSONS WHO
ARE A PROFESSIONAL INVESTOR AS DEFINED IN THE SECURITIES AND
FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) AND RULES
MADE THEREUNDER ("PROFESSIONAL INVESTORS"), OR (E) PERSONS IN
CANADA WHO ARE AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS
("NI 45-106") OF THE CANADIAN SECURITIES ADMINISTRATORS OR
SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), OR (F) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B), (C), (D), (E) and (F) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH THE PLACING AGENTS AND
THE COMPANY, THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OF AMERICA. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
ONLY BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S
UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE
UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS AS DEFINED
IN RULE 144A UNDER THE US SECURITIES ACT IN TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE EEA, THE UNITED KINGDOM, CANADA,
AUSTRALIA, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS
DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States of America (including its territories
and possessions, any state of the United States and the District of
Columbia), Canada, Australia, New Zealand, South Africa, Japan or
Hong Kong (each a "Restricted Territory") or in any other
jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
Placing in the EEA, the United Kingdom, Canada, the United States,
Australia, New Zealand, South Africa, Japan, Hong Kong or any other
Restricted Territory or elsewhere.
Subject to certain exceptions, this Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in any Restricted
Territory or in any other jurisdiction in which such release,
publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Sprott Capital Partners LP
("Sprott") or Canaccord Genuity Limited ("Canaccord") (together the
"Joint Bookrunners"), or any of their respective Affiliates, or any
of their, or their respective Affiliates' partners, directors,
officers, members, employees, agents or advisers which would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by each of the Company and the Joint Bookrunners to
inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the Prospectus Regulation, the UK Prospectus Regulation, the
Corporations Act, Canadian securities laws or the HK Professional
Investor Regulation, as applicable. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances to which section 21(1) of the Financial Services
and Markets Act 2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner or any of their respective Affiliates, nor any of
their or their respective Affiliates' partners, directors,
officers, employees, agents or advisers as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective
Affiliates, nor any of its, or their respective Affiliates',
partners, directors, officers, employees, agents or advisers, makes
any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will subscribe
for, acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which is subject to the Prospectus Regulation (each a " Relevant
Member State ") who acquires any Placing Shares pursuant to the
Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any Relevant Member
State to EEA Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; or
(ii) where Placing Shares have been acquired or subscribed for
by it on behalf of persons in any Relevant Member State other than
EEA Qualified Investors, the offer of those Placing Shares to it is
not treated under the Prospectus Regulation as having been made to
such persons;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in respect of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each such proposed offer
or resale; or
(ii) where the Placing Shares have been acquired or subscribed
for by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
4. except as otherwise permitted by the Company and the Joint
Bookrunners and subject to any available exemptions from applicable
securities laws, that it and the person(s), if any, for whose
account or benefit it is subscribing for Placing Shares is, and at
the time it subscribes for the Placing Shares will be either (i)
located outside the United States acquiring the Placing Shares in
an "offshore transactions" as defined in and in reliance on
Regulation S under the US Securities Act, or (ii) is a "qualified
institutional buyer" ("QIB") as defined in Rule 144A under the US
Securities Act acquiring the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States;
5. in the case of a person in Australia who acquires any Placing
Shares pursuant to the Placing, it is a Wholesale Investor, and it
is not that person's intention or purpose that any of the Placing
Shares be acquired for the purpose of selling or transferring the
securities or granting, issuing, or transferring interests in, or
options over, them;
6. in the case of a person in Canada who acquires any Placing Shares pursuant to the Placing:
(c) it is an "accredited investor" within the meaning of section
1.1 National Instrument 45-106 - Prospectus Exemptions ("NI
45-106") or, in Ontario, as such term is defined in section 73.3(1)
of the Securities Act (Ontario) (the "OSA"), as applicable;
(d) it is, or is deemed to be, purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; and
(e) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI
45-106;
7. in the case of a person in Hong Kong who acquires any Placing
Shares pursuant to the Placing, it is a Professional Investor;
8. 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
9. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Joint
Bookrunners will commence an accelerated bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The books will open with
immediate effect following release of this Announcement. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in
connection with the Placing. The Joint Bookrunners have entered
into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Joint
Bookrunners have agreed, as agents for the Company, severally to
use their respective reasonable endeavours to procure Placees for
Placing Shares at a price of 8.2 pence per Placing Share (the
"Issue Price") and as set out in the Placing Agreement.
The number of Placing Shares in the Placing will be determined
following completion of the Bookbuild and set out in the placing
supplement agreement to be entered into between Joint Bookrunners
and the Company (the "Placing Supplement Agreement"). The final
number of Placing Shares and their allocations will be decided at
the close of the Bookbuild. The timing of the closing of the
bookbuild will be at the discretion of the Company and the Joint
Bookrunners. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
In accordance with the terms and subject to the conditions in
the Placing Agreement, the Placing is not underwritten and in the
event that subscribers are not obtained for all or any of the
Placing Shares (being the "Unplaced Shares") or in the event of a
default to make payment by any subscribers procured by the Joint
Bookrunners, there will be no obligation on either Joint Bookrunner
to subscribe for any Unplaced Shares or defaulted Placing
Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of the Ordinary Shares after the
date of issue of the Placing Shares. The Placing Shares will be
issued free of any encumbrances, liens or other security
interests.
Application for Admission to Trading on AIM
Application will be made to the London Stock Exchange plc for
the admission of the Placing Shares to trading on AIM.
("Admission").
It is expected that Admission will take place at 8.00 am on 31
August 2022 (or such later date as may be agreed between the
Company and the Joint Bookrunners, provided that such date is no
later than 8.00 am on the Long Stop Date).
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by one
of the Joint Bookrunners. Each of the Joint Bookrunners and their
respective affiliates are entitled to enter bids as principal in
the Bookbuild.
2. The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the Placing. The number of
Placing Shares and the aggregate proceeds to be raised through the
Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the Issue
Price . Bids in the Bookbuild may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 7.30 am
(London time) on 25 August 2022, being the first Business Day after
date of this Announcement, but may be closed earlier or later, at
the absolute discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either
orally or by email by the relevant Joint Bookrunner following the
close of the Bookbuild. Subject to paragraph 8 below, the relevant
Joint Bookrunner's oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Joint
Bookrunner (as an agent of the Company) and the Company, under
which such Placee agrees to subscribe for the number of Placing
Shares allocated to it and to pay the Issue Price for each such
Placing Share on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Company and the Joint
Bookrunners. The acceptance of offers shall be at the absolute
discretion of the Joint Bookrunners. If within a reasonable time
after a request for verification of identity, the Joint Bookrunners
have not received such satisfactory evidence, the Joint Bookrunners
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited.
7. The allocation of Placing Shares to Placees located in the
United States and Canada shall be conditional on the execution by
each Placee of an investor representation letter or subscription
agreement (in the form required by the Joint Bookrunners).
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' and the Company's consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
it (or its assignee or as it may direct) in cleared funds an amount
equal to the product of the Issue Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees'
obligations will be owed to the relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing(s) is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
11. All obligations under the Bookbuild and the Placing will be
subject to satisfaction, fulfilment or (where applicable) waiver of
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing Agreement".
12. By participating in a Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law, neither of the
Joint Bookrunners, the Company or any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners, nor
the Company, nor any of their respective Affiliates shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Bookrunners, their respective Affiliates
and the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Placing and not having been
terminated in accordance with its terms. The Joint Bookrunners'
obligations under the Placing Agreement with respect to the Placing
are conditional on certain conditions, including (without
limitation):
1. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission;
2. none of the warranties or undertakings provided by the
Placing Agreement being or having become untrue, inaccurate or
misleading at any time, and no fact or circumstance having arisen
which would constitute a breach of any of the warranties or
undertakings provided by the Placing Agreement, in each case, save
to the extent that the Joint Bookrunners consider, acting in good
faith, that the relevant matter is not material in the context of
the Placing or Admission ; and
3. Admission taking place by not later than 8.30 a.m. on 31
August 2022 (or such later date as may be agreed in writing between
the Company and the Joint Bookrunners (acting jointly), being not
later than 8.00 am on the Long Stop Date).
If: (i) any of the conditions contained in the Placing
Agreement, including (without limitation) those described above,
are not fulfilled or (where applicable) waived by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree,
being not later than 8.00 am on the Long Stop Date); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Joint Bookrunners may, at their absolute discretion (acting
jointly), waive fulfilment of all or any of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions (to the extent that the
Joint Bookrunners are permitted to waive such condition pursuant to
the Placing Agreement). Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement. The
Joint Bookrunners may each terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor any of their respective
Affiliates, nor any of its or their respective Affiliates'
partners, directors, officers, employees, agents or advisers shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision it or another person may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
The issue of the Placing Shares is to be effected by way of a
cash box placing. In accordance with the Placing Agreement and a
subscription and transfer agreement entered into between the
Company, Ferdinand (Jersey) Limited (a Jersey incorporated
subsidiary of the Company) ("JerseyCo") and Canaccord, the Company
will allot and issue the Placing Shares on a non pre-emptive basis
to Canaccord, as bare nominee for the Placees (pending transfer of
legal title to the Placees through CREST), in consideration for the
transfer to the Company by Canaccord of certain shares which it
holds in JerseyCo. Accordingly, instead of receiving cash as
consideration for the issue of the Placing Shares, the Company
will, conditional on Admission and following the conclusion of the
Placing, own all of the issued share capital of JerseyCo, whose
only assets will be (i) cash, representing an amount approximately
equal to proceeds of the Placing (net of commissions, fees and
expenses paid by JerseyCo on behalf of the Company to the Joint
Bookmakers) and (ii) an intercompany receivable due from the
Company in respect of the commissions, fees and expenses paid by
JerseyCo on behalf of the Company. By taking up or purchasing
Placing Shares under the Placing and submitting a valid payment in
respect thereof, a Placee instructs Canaccord and/or Sprott (as
applicable) to hold such payment and in the case of Placees
procured by Sprott, to the transfer by Sprott of the net Placing
proceeds to Canaccord and: (i) to the extent of a successful
application under the Placing, to apply such payment on behalf of
Canaccord solely for Canaccord to subscribe (as principal) for
redeemable preference shares in JerseyCo; and (ii) to the extent of
an unsuccessful application under the Placing, Canaccord and/or
Sprott to return the relevant payment without interest to the
applicant.
The Company may elect to implement the Placing without using the
structure above if it deems it to be in the Company's interest to
do so.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Any of the Joint Bookrunners are entitled at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if:
1. any of the warranties contained in the Placing Agreement was
not true or accurate, or was misleading (in each case, save to the
extent that the Joint Bookrunners consider, acting in good faith,
that the relevant matter is not material in the context of the
Placing or Admission):
(a) when given or deemed given; or
(b) at any time they were to be repeated (by reference to the
facts and circumstances in each case then existing) would no longer
be true and accurate, or would be misleading;
2. the Company has failed in any material respect to comply with
any of its obligations under the Placing Agreement, the Companies
Act 2006, FSMA, MAR, the AIM Rules or any relevant overseas
legislation in force in jurisdictions where the Placing Shares are
being offered; or
3. any statement contained in the Placing Documents (as defined
in the Placing Agreement) has become or been discovered to be
untrue, inaccurate or misleading or any matter has arisen which
would, if such document had been issued at that time, constitute an
inaccuracy or omission from such Placing Document (in each case,
save to the extent that the Placing Agents consider, acting in good
faith, that the relevant matter is not material in the context of
the Placing or Admission); or
4. a Specified Event (as defined in the Placing Agreement) has
occurred which the Joint Bookrunners consider, acting in good
faith, to be material and adverse in the context of the Placing,
or
5. there shall have been any event or omission or an event or
omission is reasonably likely to occur which materially and
adversely affects the position (financial, legal, operational or
other) of the Group taken as a whole, or which in the opinion of
the Joint Bookrunners, acting in good faith, is or will be or may
be materially prejudicial to the Company or to the Placing or the
acquisition of the Placing Shares by Placees; or
6. the occurrence of certain market disruption or force majeure
events, was as specified in the Placing Agreement; or
7. the appointment of Joint Bookrunners or either of them as
agent of the Company is terminated for any reason or any event has
occurred such as to prevent or to a material extent restrict
payment for the Placing in the manner contemplated by the Placing
Agreement and these Terms and Conditions.
Any termination by Sprott of its rights under the Placing
Agreement shall be without prejudice to the obligations (if any)
and rights of Canaccord and the Placing Agreement shall continue in
full force and effect.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after oral confirmation by the Joint Bookrunners following the
close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
either of the Joint Bookrunners need make any reference to, or
undertake any consultation with, Placees and that neither they nor
any of their respective Affiliates', agents, directors, officers or
employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document
has been or will be prepared or submitted to be approved by the FCA
(or any other authority) in relation to the Placing or the Placing
Shares, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners
and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company (other than publicly available
information) or the Joint Bookrunners or their respective
Affiliates or any other person and neither of the Joint Bookrunners
nor the Company, nor any of their respective Affiliates nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in making an offer to participate in the Placing. No
Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Post Admission Undertakings
The Company has, inter alia, undertaken to the Joint Bookrunners
that, between the date of the Placing Agreement and 90 calendar
days after Admission, it will not, without the prior written
consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed) , enter into certain transactions
involving or relating to the Ordinary Shares, other than pursuant
to the Placing, subject to certain customary carve-outs agreed
between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consult with, Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B15XDH89) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement for, and delivery
of, the Placing Shares to Placees by such other means that they
deem necessary if delivery or settlement is not practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment for any Placing Shares is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the
relevant Joint Bookrunner.
The Company will deliver the relevant Placing Shares in
accordance with the Placing Agreement, to a CREST account operated
by the relevant Joint Bookrunner as agent for the Company and each
Joint Bookrunner will enter its delivery (DEL) instruction into the
CREST system. The Joint Bookrunners will hold any Placing Shares
delivered to this account as nominee for the relevant Placees
procured by it. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement of the Placing Shares will be on
31 August 2022 on a T+3 basis in accordance with the instructions
given by the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above Barclays Bank PLC
as determined by the Joint Bookrunners , with interest compounded
on a daily basis .
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. The foregoing is without prejudice to any
cause of action the Joint Bookrunners may have against a defaulting
Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the custodian or
settlement agent is notified immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered
in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject to as
provided below, be so registered free from any liability to United
Kingdom stamp duty or United Kingdom stamp duty reserve tax. If
there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares (or for the avoidance of doubt if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither of the Joint Bookrunners nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be and (or itself and for any
such prospective Placee ) with each of the Joint Bookrunners (in
their capacity as placing agents in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute, duplicate or
otherwise transmit this Announcement and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company,
the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation, the UK Prospectus
Regulation, the Corporations Act, Canadian securities laws or the
HK Professional Investor Regulation and it has not received and
will not receive a prospectus, admission document or other offering
document in connection with Admission, the Bookbuild, the Company,
the Placing or the Placing Shares;
3. time is of the essence as regards its obligations under this Announcement;
4. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
5. that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with MAR, the AIM Rules,
and other applicable law and regulation;
6. that neither of the Joint Bookrunners nor the Company nor any
of their respective Affiliates nor any person acting on behalf of
any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Joint
Bookrunners, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are
acquired neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, subject to certain
restrictions; and further acknowledges that the Placing Shares have
not been and will not be registered or otherwise qualified for
offer and sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the
Placing Shares under the securities legislation of the United
States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in whole or in part, in, into
or within those jurisdictions or in any other country or
jurisdiction where any such action for that purpose is
required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise;
9. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint
Bookrunners or the Company or any of their respective Affiliates
and neither of the Joint Bookrunners nor the Company nor any of
their respective Affiliates or any person acting on any of their
respective behalf will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
10. that it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that neither
of the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on any of their respective behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild or the Placing or the Placing Shares, and
each of them expressly disclaims any liability in respect
thereof;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners or any of their respective Affiliates or any person
acting on the Joint Bookrunners' or any of their respective
Affiliates' behalf and understands that (i) neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
12. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
13. that no action has been or will be taken by the Company, the
Joint Bookrunners, nor any person acting on behalf of the Company,
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
14. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
15. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
16. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
17. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
18. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
19. if in the United Kingdom, that it is a UK Qualified Investor
and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
20. that it has not distributed, forwarded, transferred or
otherwise transmitted, and will not distribute, forward, transfer
or otherwise transmit, this Announcement or any part of it, or any
other presentation or other materials concerning the Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted Territory or
any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account; and (b) it has full power
to make the acknowledgements, representations and agreements herein
on behalf of each such account;
22. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
23. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
25. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
26. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors
and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to EEA Qualified Investors or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
27. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to UK Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;
28. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
29. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
30. if it has received any inside information (as that term is
defined in MAR) about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by MAR, prior to the information
being made publicly available;
31. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire,
agree and undertake that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein and, in the case of the Placing Shares, against delivery of
such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as the Joint
Bookrunners and the Company may in their absolute discretion
determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
33. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Bookrunners
or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
34. that none of the Company, the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35. that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or
approved in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, and the Placing Shares are not
being offered or sold within the United States, except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. No prospectus will
be cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory
and, subject to certain exceptions, the Placing Shares may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in whole or in part, in, into or within the
United States (including its territories and possessions, any state
of the United States and the District of Columbia) or any other
Restricted Territory, or in any country or jurisdiction where any
action for that purpose is required;
36. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither of the Joint Bookrunners, nor the Company
nor any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
the Joint Bookrunners, the Company and any of their respective
Affiliates and any person acting on their respective behalf in
respect of the same on an after-tax basis on the basis that the
relevant Placing Shares will be allotted to the CREST stock account
of the relevant Joint Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such agreements, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Joint Bookrunners or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
38. that each of the Joint Bookrunners, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
39. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the Company and the Joint
Bookrunners will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
are given to Joint Bookrunner for itself and on behalf of the
Company and will survive completion of the Placing and
Admission;
40. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
41. that it irrevocably appoints any director of the Joint
Bookrunners as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
42. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
43. that its commitment to acquire 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
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Placing or any of them;
44. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners or any of their
respective Affiliates, (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation; (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and it will not look to the Company,
the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or
losses it or they may suffer; and (vi) has no need for liquidity
with respect to its investment in the Placing Shares;
45. agrees that neither of the Joint Bookrunners nor the Company
owe any fiduciary or other duties to it or any Placee in respect of
any representations, warranties, undertakings or indemnities in the
Placing Agreement;
46. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
their respective behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Bookrunners and their respective Affiliates have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It agrees that no information has been prepared by, or is
the responsibility of, the Joint Bookrunners or any of their
respective Affiliates for the purposes of this Placing;
47. agrees that it will not hold either of the Joint Bookrunners
or any of their respective Affiliates or any person acting on their
behalf responsible or liable for any misstatements in, or omissions
from, any publicly available information relating to the Group or
information made available (whether in written or oral form)
relating to the Group (the "Information") and that neither of the
Joint Bookrunners nor any person acting on behalf of either Joint
Bookrunner makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
48. that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its or their own
account such shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
either Joint Bookrunner and any of their respective Affiliates
acting in such capacity. In addition, the Joint Bookrunners or any
of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which such Joint
Bookrunners or any of their respective Affiliates may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing. Neither of the Joint Bookrunners nor any of
their respective Affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
49. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" in the United States as defined in Regulation S,
or any form of general solicitation or general advertising (within
the meaning of Rule 502 of Regulation D under the US Securities
Act);
50. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer, deliver or grant a participation therein to such
person or any third person with respect of any Placing Shares;
51. that it will not offer or sell, directly or indirectly, any
of the Placing Shares in the United States except in accordance
with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
52. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time of
it subscribes for the Placing Shares will be either (a) outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S; or (b) if
in the United States, a qualified institutional buyer as defined in
Rule 144A under the US Securities Act acquiring the Placing Shares
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States and will have duly executed
an investor letter in a form provided to it and delivered the same
to one of the Joint Bookrunners or its affiliates and to the
Company;
53. that, it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not acquiring
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares into the United States;
54. none of the Company nor the Joint Bookrunners, nor any of
their respective, partners, directors, officers, employees,
Affiliates or agents has made any written or oral representation:
(i) that any person will resell or repurchase the Placing Shares;
(ii) that any person will refund all or any part of the purchase
price for the Placing Shares; or (iii) as to the future price or
value of the Placing Shares;
55. if it is a person in Australia, that it is a Wholesale
Investor, and it is not that person's intention or purpose that any
of the Placing Shares be acquired for the purpose of selling or
transferring the securities or granting, issuing, or transferring
interests in, or options over, them;
56. if it is a person in Canada, that it is an "accredited
investor" as such term is defined in section 1.1 of NI 45-106 or,
in Ontario, as such term is defined in section 73.3(1) of the
OSA;
57. if it is a person in Hong Kong, that it is a Professional
Investor; and
58. that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have
received customary fees and commissions and that each of the Joint
Bookrunners and their respective Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents or nominees,
direct from the Company for the Placing Shares in question. None of
the Company or the Joint Bookrunners will be responsible for any UK
stamp duty or UK stamp duty reserve tax or any other transfer taxes
(including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither of the Joint Bookrunners nor the Company are liable to bear
any stamp duty or stamp duty reserve tax or any other similar
duties or taxes ("transfer taxes") or related interest, fines or
penalties that arise (i) if there are any such arrangements (or if
any such arrangements arise subsequent to the acquisition by
Placees of Placing Shares) or (ii) on a sale of Placing Shares, or
(iii) otherwise than under the laws of the United Kingdom. Each
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Bookrunners, the Company, their respective
Affiliates and any person acting on any of their respective behalf
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Joint Bookrunners or any of
their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules, as a consequence, this money will not be segregated
from the Joint Bookrunners' money in accordance with the client
money rules and will be used by the Joint Bookrunners in the course
of its own business, and the Placee will rank only as a general
creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment. Either of the Joint Bookrunners shall notify the Placees
and any person acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission has the meaning given to in in Appendix
1 of this Announcement.
Affiliate has the meaning given in Rule 501(b)
of Regulation D under the US Securities
Act or Rule 405 under the US Securities
Act, as applicable and, in the case
of the Company, includes its subsidiary
undertakings.
AIM Rules means the AIM Rules for Companies published
by the London Stock Exchange plc.
Announcement means this announcement (including its
Appendices).
Bookbuild means the accelerated bookbuilding process
to be commenced by the Joint Bookrunners
to use reasonable endeavours to procure
Placees for the Placing Shares, as described
in this Announcement and subject to
the terms and conditions set out in
this Announcement and the Placing Agreement.
Canaccord means Canaccord Genuity Limited (company
number 01774003).
Company means Greatland Gold plc (company number
05625107 ).
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the relevant system (as defined
in the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)) in respect
of which Euroclear is the Operator (as
defined in such Regulations) in accordance
with which securities may be held and
transferred in uncertificated form.
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined
in Article 2(e) of the Prospectus Regulation.
Euroclear means Euroclear UK & International Limited,
a company incorporated under the laws
of England and Wales.
FCA or Financial Conduct means the UK Financial Conduct Authority.
Authority
FSMA means the Financial Services and Markets
Act 2000 (as amended, including any
regulations made pursuant thereto).
Group means the Company and its subsidiary
undertakings.
HK Professional Investor means the regulation of a placing of
Regulation securities to Professional Investors
in accordance with applicable Hong Kong
laws, rules and regulations.
Hong Kong means the Hong Kong Special Administrative
Region of the People's Republic of China.
Information has the meaning given to in in Appendix
1 of this Announcement.
Issue Price Means 8.2 pence per new Share.
Joint Bookrunners means Sprott and Canaccord.
Long Stop Date means 14 September 2022.
MAR means the Market Abuse Regulation (EU)
No.596/2014 as it forms part of the
law of the United Kingdom by virtue
of the European Union (Withdrawal) Act
2018.
NI 45-106 means National Instrument 45-106 - Prospectus
Exemptions of the Canadian Securities
Administrators.
Order has the meaning given to it in the main
body of this Announcement.
Ordinary Shares means the ordinary shares of GBP0.001
each in the capital of the Company.
OSA means the Securities Act (Ontario).
Placee means any person procured by either
of the Joint Bookrunners (acting as
agents for and on behalf of the Company),
on the terms and subject to the conditions
of the Placing Agreement, to subscribe
for the Placing Shares pursuant to the
Placing.
Placing has the meaning given to it in the main
body of this Announcement.
Placing Agreement has the meaning given to it in Appendix
I to this Announcement.
Placing Documents means any press announcement, presentation
materials and any other document published
or issued by or on behalf of the Company
for the purposes of the Placing or the
applications for Admission (including
any amendments and supplements to the
foregoing).
Placing Shares has the meaning given to it in the main
body of this Announcement.
Placing Supplement means the placing supplement agreement
Agreement as may be executed by the Company and
the Joint Bookrunners.
Professional Investor has the meaning given to it in Appendix
1 of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU)
2017/1129.
QIB means a "qualified institutional buyer"
as defined in Rule 144A under the US
Securities Act.
Regulations has the meaning given to it in Appendix
1 of this Announcement.
Regulation S means Regulation S promulgated under
the US Securities Act.
Regulatory Information means a primary information provider
Service that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix
1 of this Announcement.
Restricted Territory means the United States, Australia,
New Zealand, the Republic of South Africa
or Japan.
Sprott Sprott Capital Partners LP whose registered
office is at Royal Bank Plaza, South
Tower 200 Bay Street, Suite 2600, Toronto,
Ontario M5J 2J1, Canada .
subsidiary has the meaning given to that term in
the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in
the Companies Act 2006.
Target Market Assessment has the meaning given to it in the main
body of this Announcement.
Terms and Conditions means the terms and conditions of the
Placing set out in Appendix I to this
Announcement.
transfer taxes means stamp duty or stamp duty reserve
tax or any other similar duties or taxes.
uncertificated or means in respect of a share or other
in uncertificated form security, where that share or other
security is recorded on the relevant
register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by
virtue of the European Union (Withdrawal)
Act 2018.
UK Qualified Investor means qualified investors as defined
in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or means the United Kingdom of Great Britain
UK and Northern Ireland.
US Securities Act means the U.S. Securities Act of 1933,
as amended.
Wholesale Investor has the meaning given to it in Appendix
1 of this Announcement.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S.$","$" or "dollars" are to the lawful currency
of the United States of America.
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END
IOEFLFSETVISFIF
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August 24, 2022 11:45 ET (15:45 GMT)
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