TIDMRBW
RNS Number : 0785Z
Rainbow Rare Earths Limited
12 December 2017
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
12 December 2017
Rainbow Rare Earths Ltd ("Rainbow" or the "Company") (LSE:
RBW)
Placing to raise up to GBP2.8 million (US$3.75 million)
Rainbow, the high grade rare earth producer, today announces a
proposed placing by way of an accelerated bookbuild to raise
between GBP2.6 million and GBP2.8 million before expenses.
Transaction highlights
-- The Company intends to raise between GBP2.6 million and
GBP2.8 million (before expenses) through a Placing of new Ordinary
Shares arranged by Arden Partners plc and Hannam & Partners
(Advisory) Limited with new and existing investors at a price of
not less than 14p per Placing Share
-- The Placing will allow the Company to bring forward its
growth plans at its producing Gakara Rare Earth Project in Burundi
("Gakara" or "Gakara Project"), including an exploration campaign
and the expansion of the mining fleet, which the Board believes
will generate further Shareholder value
-- Funding will strengthen the Company's balance sheet, which
will de-risk its expansion plans during the ramp-up of production
from Gakara over the coming months
-- Net proceeds will be applied in the following principal areas:
o Acceleration of production ramp-up by fast-tracking the
development of new mining areas at Gakara
o Purchase of additional mining fleet
o Drilling campaign to investigate recently identified anomalies
at Gakara
o Strengthening balance sheet during sales ramp up
Further details of the Placing
Arden Partners and Hannam & Partners are acting as joint
brokers, joint bookrunners and joint global co-ordinators in
connection with the Placing.
The Placing, which will be undertaken by way of an accelerated
bookbuild, will be launched immediately following the release of
this Announcement and will be made available to eligible existing
institutional shareholders and new institutional investors. The
timing of the closing of the Bookbuilding Process will be at the
sole discretion of Arden Partners and Hannam & Partners. The
completion of the Bookbuilding Process containing details of the
Placing Price and the number of Placing Shares will be announced as
soon as practicable.
The Placing is subject to the terms and satisfaction of certain
conditions set out in the appendix (the "Appendix") to this
Announcement. The Placing is not underwritten.
Under the terms of the Placing, the Company intends to place the
Placing Shares with eligible existing institutional shareholders
and new institutional investors. Members of the public are not
entitled to participate in the Placing.
By choosing to participate in the Placing and by making an oral
legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its
entirety, including the Appendix, and to be making such offer on
the terms and subject to the conditions contained herein and to be
making the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
The Placing Shares, when issued, will be 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 after the date of issue.
Application will be made for the Placing Shares to be admitted
to the standard listing segment of the Official List and to trading
on the main market for listed securities of the London Stock
Exchange plc.
Admission is expected to take place on or around 8.00 a.m. on 19
December 2017 and settlement is expected to occur on or around 19
December 2017. The Placing is conditional on, inter alia, the
Placing Agreement becoming unconditional in all respects and not
being terminated and Admission becoming effective on or before 8.00
a.m. on 19 December 2017 (or such later time and/or date as the
Company, Arden Partners and Hannam & Partners may agree).
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement and the detailed
terms, conditions and additional information relating to the
Placing described in the Appendix.
Background to and reasons for the Capital Raising
Rainbow's focus is the Gakara Project, one of the highest-grade
(47%-67% total rare earth oxide) rare earths projects globally. The
Company listed on the London Stock Exchange in January 2017 with
the intention to fast-track the fully permitted Gakara Project to
production ahead of targeted first sales of concentrate by the end
of 2017, which has now been achieved. Rainbow has a ten-year
distribution and offtake agreement with multinational thyssenkrupp
Raw Materials secured for the sale of up to 10,000tpa concentrate
produced.
The Gakara basket is weighted heavily towards the magnet rare
earths, including neodymium and praseodymium, which are driving
demand and account for approximately 70% of annual global rare
earth element sales due to their use in vital components in motors,
generators, wind turbines, and electric vehicles.
On 5 December 2017, the Company announced that it had
successfully exported its first shipment of high grade rare earths
mineral concentrate from Burundi and had commenced final
commissioning of its processing plant. This achievement marked the
culmination of the Company's strategy outlined in its IPO in
January 2017.
Rainbow now intends to increase production from the initial
mining area at Gasagwe and from the next targeted area at Gashirwe
in order to reach a targeted production run rate of 5,000 tonnes
per annum before the end of 2018. Following discussions with its
distribution and offtake partner, thyssenkrupp Raw Materials,
Rainbow is confident that there is strong demand for its product
and has therefore examined ways to accelerate the planned ramp-up
in production. This will involve rapid deployment of funds for
development work at the new mining areas such as Gashirwe and,
potentially, Kiyenzi where the Company is encouraged by the results
of its recent exploration work, and purchase of additional new
mining equipment.
Exploration results from the Company's ground gravity survey at
Kiyenzi and the recent airborne magnetic survey of the entire
Exploration Licence area, as announced on 23 November 2017, have
identified a number of highly prospective geological anomalies that
could potentially be locations of a carbonatite source for Gakara's
high grade rare earth veins. These anomalies have starting depths
from 20m to 67m and therefore require drilling in order to be fully
understood. The Company intends to commence its first drilling
campaign, the results of which could provide a basis for a maiden
JORC Resource calculation.
To date, the Company has successfully delivered its stated
strategy using only the net proceeds of its IPO, and had intended
to use internally-generated cashflows in order to finance its
growth programme. However the strength of the Company's share
price, and the keen interest from investors, has presented the
opportunity to raise immediate funds through an equity placement,
which will not only allow the acceleration of the Company's growth
plans, but will also strengthen the balance sheet and working
capital position during the ramp-up period at Gakara.
Furthermore, the Placing provides the opportunity for the
Company to welcome a range of new long term institutional
shareholders to the register.
The Board therefore believes this placement will deliver value
for existing and new Shareholders.
Current trading and prospects
The Company's annual results to 30 June 2017 were released on 4
October 2017. Since this date the Company announced on 5 December
2107 that it had successfully exported its first shipment of rare
earth mineral concentrate and it intends to gradually increase
production and shipments of concentrate for the remainder of the
financial year to June 2018.
As at 11 December 2107 the 'basket price' for Rainbow's
concentrate was estimated to be US$12.16/kg, which has increased
22% since 1 January 2017.
Use of proceeds
The net proceeds of the Placing, if fully subscribed, are
expected to be approximately GBP2.6 million (US$3.5 million) and it
is proposed that such proceeds shall be used as follows:
-- Approximately US$0.75 million to be deployed towards an expanded exploration programme:
o The Company will embark on its first ever drilling campaign,
designed to investigate the geological anomalies identified by the
recent the airborne survey (including Kiyenzi), as well as
providing the foundation for the calculation of a potential maiden
JORC Resource; and
o Additional ground based gravity surveys and geochemical
analysis will also be undertaken.
-- Approximately US$1 million to be deployed towards the
development and establishment costs of new mining areas:
o The funding will accelerate the development of both Gashirwe
and one other new area, potentially Kiyenzi, which would otherwise
need to wait until sufficient funds were available from the gradual
increase in production and sales from Gasagwe; and
o The bulk of the development and establishment costs at each
new mining area, as with Gasagwe, relate to access road
construction, site preparation and land compensation payments to
local landowners.
-- Approximately US$0.75 million to be deployed towards the
purchase of additional mining fleet and vehicles:
o This funding will enable the Company to acquire machinery
which will increase the efficiency and rate of production from the
mine site, and which, in some cases, will replace similar equipment
that is currently being rented, thereby reducing operating
costs.
-- Up to US$1.0 million to provide working capital during the
Company's sales ramp up and to strengthen the balance sheet.
The Capital Raising
The Placing Agreement
Pursuant to the Placing Agreement, Arden Partners and Hannam
& Partners have agreed to use their respective reasonable
endeavours as the placing agents of the Company to procure
subscribers for the Placing Shares at the Placing Price.
The Placing Agreement provides, inter alia, for payment by the
Company to Arden Partners and Hannam & Partners of commissions
based on the number of Placing Shares placed by Arden Partners and
Hannam & Partners multiplied by the Placing Price.
The Company will bear all other expenses of, and incidental to,
the Placing including the fees of the London Stock Exchange,
Registrars' fees, all legal and accounting fees incurred by the
Company and Arden Partners and Hannam & Partners and all
relevant stamp duty and other taxes and duties payable.
The Placing is subject to the terms and conditions set out in
the Appendix.
Expected Timetable of Events
Announcement of the Placing and 12 December 2017
Bookbuild commences
Announcement of the closing of 13 December 2017
the Placing and Bookbuild
Admission and commencement of 8.00 a.m. on 19
dealings in the Placing Shares December 2017
on the Official List
Placing Shares credited to CREST 19 December 2017
members' accounts
Despatch of definitive share within 10 business
certificates in certificated days of Admission
form
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement through a Regulatory Information
Service.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
"Definitions" below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
For further information, please contact:
Rainbow Rare Earths Martin Eales Tel: +44 (0)
Ltd 20 3910 4550
-------------------- -------------------- --------------
Arden Partners plc William Vandyk Tel: +44 (0)
Benjamin Cryer 20 7614 5900
-------------------- -------------------- --------------
Hannam & Partners Neil Passmore Tel: +44 (0)
(Advisory) LLP Arabella Burwell 20 7907 8500
Ben Newman-Sanders
-------------------- -------------------- --------------
St Brides Partners Lottie Wadham Tel: +44 (0)
Ltd Susie Geliher 20 7236 1177
-------------------- -------------------- --------------
IMPORTANT NOTICES
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE MADE,
DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED
STATES OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS EXCEPT IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF THESE JURISDICTIONS. THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO
WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED
SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR PURCHASE,
ANY SECURITIES IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE
UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES, AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT TO CERTAIN INVESTORS
IN RELIANCE ON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THERE
WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF
DIRECTIVE 2003/71/EC AS AMED (INCLUDING AMMENTS BY DIRECTIVE
2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE"). NO PROSPECTUS HAS BEEN OR WILL BE
PREPARED OR MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED UNDER THE
PROSPECTUS DIRECTIVE TO BE PUBLISHED IN CONNECTION WITH THE
PLACING. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
INFORMATION ABOUT THE COMPANY THAT IS PUBLICLY AVAILABLE. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION CONCERNING THE
PLACING.
THIS ANNOUNCEMENT IS NOT AN INVITATION NOR IS IT INTED TO BE AN
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY FOR THE PURPOSE OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED)
OF THE UNITED KINGDOM ("FSMA"). THIS ANNOUNCEMENT IS DIRECTED AT
AND IS ONLY BEING DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE
HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF FSMA AND (C) OTHERWISE, TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY. APART FROM THE RESPONSIBILITIES AND
LIABILITIES, IF ANY, WHICH MAY BE IMPOSED ON THE JOINT GLOBAL
CO-ORDINATORS BY FSMA, 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 THE JOINT
GLOBAL CO-ORDINATORS OR BY ANY OF THEIR RESPECTIVE AFFILIATES OR
AGENTS AS TO OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF
THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE OR
PURPORTED TO BE MADE AVAILABLE BY ANY JOINT GLOBAL CO-ORDINATOR OR
ON BEHALF OF ANY JOINT GLOBAL CO-ORDINATOR, THE COMPANY, ITS
DIRECTORS OR ANY OTHER PERSON, IN CONNECTION WITH THE COMPANY, THE
PLACING OR THE PLACING SHARES. EACH OF THE JOINT GLOBAL
CO-ORDINATORS ACCORDINGLY DISCLAIMS ALL AND ANY LIABILITY
WHATSOEVER, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE (SAVE AS
REFERRED TO ABOVE), WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF
THIS ANNOUNCEMENT OR ANY SUCH STATEMENT.
EACH JOINT GLOBAL CO-ORDINATOR IS AUTHORISED AND REGULATED IN
THE UNITED KINGDOM BY THE FCA AND IS ACTING FOR THE COMPANY IN
CONNECTION WITH THE PLACING AND NO ONE ELSE AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR PROVIDING ADVICE IN
RELATION TO THE PLACING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
THIS ANNOUNCEMENT MAY NOT BE COPIED, DISTRIBUTED, REPRODUCED OR
PASSED ON, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR
DISCLOSED BY ANY RECIPIENT, TO ANY OTHER PERSON (WHETHER WITHIN OR
OUTSIDE SUCH PERSON'S ORGANISATION OR FIRM) OR PUBLISHED IN WHOLE
OR IN PART, FOR ANY PURPOSE OR UNDER ANY CIRCUMSTANCES.
CERTAIN STATEMENTS AND MATTERS DISCUSSED IN THIS ANNOUNCEMENT
MAY CONSTITUTE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS AND MAY BE
IDENTIFIED BY WORDS SUCH AS "AIM", "ANTICIPATE", "BELIEVE",
"CONTINUE", "ESTIMATE", "EXPECT", "INT", "MAY", "SHOULD",
"STRATEGY", "WILL" AND WORDS OF SIMILAR MEANING, INCLUDING ALL
MATTERS THAT ARE NOT HISTORICAL FACTS. THE FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT ARE BASED UPON VARIOUS ASSUMPTIONS,
MANY OF WHICH ARE BASED, IN TURN, UPON FURTHER ASSUMPTIONS.
ALTHOUGH THE COMPANY BELIEVES THAT THESE ASSUMPTIONS WERE
REASONABLE WHEN MADE, THESE ASSUMPTIONS ARE INHERENTLY SUBJECT TO
SIGNIFICANT KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, CONTINGENCIES
AND OTHER IMPORTANT FACTORS WHICH ARE DIFFICULT OR IMPOSSIBLE TO
PREDICT AND ARE BEYOND ITS CONTROL. THESE STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS. GIVEN THESE RISKS AND
UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS. NONE OF THE FUTURE
PROJECTIONS, ESTIMATES, EXPECTATIONS OR PROSPECTS IN THIS
ANNOUNCEMENT SHOULD BE TAKEN AS FORECASTS OR PROMISES NOR SHOULD
THEY BE TAKEN AS IMPLYING ANY INDICATION, ASSURANCE OR GUARANTEE
THAT THE ASSUMPTIONS ON WHICH SUCH FUTURE PROJECTIONS,
EXPECTATIONS, ESTIMATES OR PROSPECTS HAVE BEEN PREPARED ARE CORRECT
OR EXHAUSTIVE, OR IN THE CASE OF ASSUMPTIONS, FIRSTLY STATED IN THE
ANNOUNCEMENT.
THE INFORMATION, OPINIONS AND FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS ANNOUNCEMENT SPEAK ONLY AS AT ITS DATE AND ARE
SUBJECT TO CHANGE WITHOUT NOTICE. EXCEPT AS REQUIRED BY THE FCA,
THE LONDON STOCK EXCHANGE OR APPLICABLE LAW, THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE. THE JOINT GLOBAL CO-ORDINATORS AND THEIR RESPECTIVE
AFFILIATES EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO
UPDATE, REVIEW OR REVISE ANY FORWARD-LOOKING STATEMENT CONTAINED IN
THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH
ORDINARY SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE
RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. PAST PERFORMANCE IS
NO GUIDE TO FUTURE PERFORMANCE AND PERSONS NEEDING ADVICE SHOULD
CONSULT AN INDEPENT FINANCIAL ADVISER. NO STATEMENT IN THIS
ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND NO STATEMENT IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER
SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS
PER SHARE OF THE COMPANY. THE PLACING SHARES AND THE INCOME FROM
THEM MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
NEITHER THE CONTENTS OF THE COMPANY'S WEBSITE (OR ANY OTHER
WEBSITE) NOR THE CONTENTS OF ANY WEBSITE ACCESSIBLE FROM HYPERLINKS
ON THE COMPANY'S WEBSITE (OR ANY OTHER WEBSITE) ARE INCORPORATED
INTO, OR FORMS PART OF, THIS ANNOUNCEMENT.
ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO
AMMENT. THE RELEVANT JOINT GLOBAL CO-ORDINATOR SHALL NOTIFY THE
PLACEES AND ANY PERSON ACTING ON BEHALF OF THE PLACEES OF ANY
CHANGES.
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 THE
JOINT GLOBAL CO-ORDINATORS OR BY ANY OF THEIR RESPECTIVE AFFILIATES
OR AGENTS AS TO OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF
THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE
AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR ITS
ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49 (2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF FSMA AND (III) OTHERWISE, TO
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A "RELEVANT PERSON"). THIS APPIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA AND SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING
SHARES IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY IN ANY STATE OF THE UNITED STATES, AND ARE BEING OFFERED
AND SOLD OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S
UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
PLACING SHARES IN THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN RECOMMED, APPROVED OR
DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES. FURTHER,
THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON ORORSED THE MERITS
OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING AND/OR
ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS APPIX OR THE
ANNOUNCEMENT OF WHICH IT FORMS PART SHOULD SEEK APPROPRIATE ADVICE
BEFORE TAKING ANY ACTION.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT GLOBAL
CO-ORDINATORS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD
PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION
OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT GLOBAL
CO-ORDINATORS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
"IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT. BY PARTICIPATING
IN THE BOOKBUILD AND THE PLACING, PLACEES WILL BE DEEMED TO HAVE
READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY, TO BE
PARTICIPATING, MAKING AN OFFER AND SUBSCRIBING FOR PLACING SHARES
ON THE TERMS AND CONDITIONS CONTAINED HEREIN AND TO BE PROVIDING
THE REPRESENTATIONS, WARRANTIES, INDEMNITIES, ACKNOWLEDGEMENTS AND
UNDERTAKINGS CONTAINED HEREIN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF THE SUBSCRIPTION FOR PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given (and
who shall be included within the definition of "Placees") will (i)
be deemed to have read and understood this Announcement, including
this Appendix, 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, acknowledgements and undertakings
set out herein.
In particular, each such Placee represents, warrants and
acknowledges to the Company and the Joint Global Co-ordinators
that:
1. it is a Relevant Person (as defined above) 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. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be
outside the United States acquiring the Placing Shares in an
"offshore transaction" as defined in, and in compliance with,
Regulation S; and
3. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Joint Global
Co-ordinators has been given to each such proposed offer or
resale.
The Company and the Joint Global Co-ordinators will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA or the London Stock Exchange in
relation to the Placing and no such prospectus is required to be
published.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any Exchange
Information (as defined below) previously published by the Company.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and all such Exchange Information is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or the Joint Global Co-ordinators or any other person and
none of the Joint Global Co-ordinators or the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Global Co-ordinators have today entered into the
Placing Agreement with the Company under which they have agreed as
agents for the Company to use their respective reasonable
endeavours to procure Placees to take up the Placing Shares, on the
terms and subject to the conditions set out therein, at a price and
at a number to be determined following 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, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Applications for admission to listing and trading
Applications will be made to the FCA for admission of the
Placing Shares to the standard listing segment of the Official List
of the FCA and to the London Stock Exchange for admission to
trading of the Placing Shares on its main market for listed
securities. It is expected that Admission of the Placing Shares
will become effective at or around 8:00 a.m. on 19 December 2017
and that dealings in the Placing Shares will commence at that
time.
Bookbuild
The Joint Global Co-ordinators will today commence the Bookbuild
to determine demand for participation in the Placing by Placees.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Global Co-ordinators and the Company shall be entitled
to effect the Placing by such alternative method to the Bookbuild
as they may, in their sole discretion, determine.
Principal terms of the Placing
1. The Joint Global Co-ordinators are arranging the Placing
severally, and not jointly or jointly and severally, as Joint
Global Co-ordinators and agents of the Company. Participation will
only be available to persons who may lawfully be, and are, invited
to participate by any of the Joint Global Co-ordinators. Each of
the Joint Global Co-ordinators and their respective affiliates are
entitled to enter bids as principal in the Bookbuild.
2. Following the Bookbuild, the Joint Global Co-ordinators, in
agreement with the Company, will establish the Placing Price
payable to the Joint Global Co-ordinators by all Placees whose bids
are successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint Global
Co-ordinators and the Company following completion of the Bookbuild
and will be recorded in the terms of subscription (the "Terms of
Subscription"). The Placing Price and the number of Placing Shares
to be issued will be announced on a Regulatory Information Service
following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at one of the Joint
Global Co-ordinators. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the
Placing Price which is ultimately established by the Company and
the Joint Global Co-ordinators or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Joint Global
Co-ordinators on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 9.00 p.m.
(London time) on 12 December 2017 but may be closed earlier or
later at the discretion of the Joint Global Co-ordinators. The
Joint Global Co-ordinators may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right to reduce or seek to increase the amount
to be raised pursuant to the Placing in its discretion.
5. Each prospective Placee's allocation and commitment will be
confirmed to Placees orally by the relevant Joint Global
Co-ordinator as soon as practicable following the close of the
Bookbuild, and a contract note or electronic trade confirmation
will be dispatched as soon as possible thereafter. The terms of
this Appendix will be deemed incorporated therein. The relevant
Joint Global Co-ordinator's oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon the
Placee concerned in favour of such Joint Global Co-ordinator and
the Company under which such Placee agrees to subscribe for the
number of Placing Shares allocated to it and to pay the relevant
Placing Price on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's corporate
documents. Each Placee's obligations will be owed to the
Company.
6. Subject to paragraphs 3 to 5 above, the Joint Global
Co-ordinators will, in effecting the Placing, consult with the
Company as to the identity of the Placees and the basis of
allocation of the Placing Shares provided, however, that the final
decision as to the identity of the Placees and the basis of
allocation of the Placing Shares shall be for the Joint Global
Co-ordinators in their absolute discretion. The Joint Global
Co-ordinators may also, notwithstanding paragraphs 3 to 5 above,
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time.
7. 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
relevant Joint Global Co-ordinator'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 Global Co-ordinator,
to pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Global Co-ordinators
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.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time on the basis explained below
under the paragraph entitled "Registration and Settlement".
10. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing".
11. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. To the fullest extent permissible by law, neither the Joint
Global Co-ordinators, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Joint Global Co-ordinators, 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 Global Co-ordinators'
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Global Co-ordinators, their respective
affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The Joint Global Co-ordinators' obligations under the Placing
Agreement are conditional on, inter alia:
(a) Admission occurring not later than 8:00 a.m. London time on
19 December 2017 (or such later time and/or date as the Joint
Global Co-ordinators and the Company may agree in writing);
(b) the representations, warranties, undertakings and covenants
of the Company contained in the Placing Agreement being true,
accurate and complete on and as of the date of the Placing
Agreement, as at the time of execution of the Terms of Subscription
and immediately before Admission;
(c) the Company having complied with all of its obligations to
be performed or satisfied under the Placing Agreement on or before
Admission;
(d) the Terms of Subscription having been executed and delivered
by the Company and the Joint Global Co-ordinators;
(e) the publication of the results of the Placing on a
Regulatory Information Service as soon as practicable after the
execution of the Terms of Subscription and in any event by not
later than 8:00 a.m. London time on 13 December 2017 (or such later
time and/or date as the Joint Global Co-ordinators and the Company
may agree in writing); and
(f) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
applicable) waived by the Joint Global Co-ordinators by the
respective time or date where specified (or such later time or date
as the Company and the Joint Global Co-ordinators may agree) or
(ii) the Placing Agreement is terminated in the circumstances
specified below under the paragraph entitled "Termination of the
Placing", 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 or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
The Joint Global Co-ordinators may, at their discretion and upon
such terms as they think fit, waive fulfilment of all or any
conditions in the Placing Agreement or extend the time provided for
fulfilment of any such conditions in respect of all or any part of
the performance thereof, save that the above conditions relating,
inter alia, to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Joint Global Co-ordinators 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 may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Joint Global Co-ordinators.
Termination of the Placing
The Joint Global Co-ordinators are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
the terms of the Placing Agreement in certain circumstances,
including, inter alia if any of the following occurs:
(a) any breach of the representations and warranties given in
the Placing Agreement or any failure to perform any of the
Company's undertakings in the Placing Agreement at the times
specified therein;
(b) any material adverse effect or change in or affecting, or
any development reasonably likely to give rise to or involve a
material adverse change, in or affecting, the condition (financial,
operational, legal or otherwise) or in the earnings, results of
operations, business affairs, management, properties, assets,
rights, operations, solvency, credit rating, prospects or funding
position of the Company and the Company and its subsidiaries and
subsidiary undertakings (the "Group") whether or not arising in the
ordinary course of business; or
(c) the occurrence or, in the opinion of any Joint Global
Co-ordinator, it being reasonably likely that there will occur:
(i) any material adverse change in the financial markets in the
United States, the United Kingdom, Guernsey, any member or
associate member of the European Union or the international
financial markets;
(ii) a suspension or material limitation in the trading in
securities by the London Stock Exchange or the New York Stock
Exchange or the fixing of minimum or maximum prices for trading or
maximum ranges for prices of securities being required by any said
exchanges or by such system or by order of any governmental
authority or the occurrence of a material disruption in commercial
banking or securities settlement or clearance services in the
United States or the European Union;
(iii) any actual or officially announced change in the United
Kingdom or Guernsey or any other taxation that would have a
materially adverse effect on any member of the Group, the
allotment, issue or delivery of the Placing Shares or any
imposition of exchange controls by the United States, United
Kingdom, Guernsey or any member or associate member of the European
Union;
(iv) a banking moratorium declared by the authorities in the
United States, the United Kingdom, Guernsey, New York or a member
or associate member of the European Union; or
(v) any event which in the opinion of any Joint Global
Co-ordinator, would make it impracticable or inadvisable to market
the Placing Shares or to enforce contracts for sale of the Ordinary
Shares or which may prejudice the success of the Placing or
dealings in the Placing Shares in the secondary market.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by any Joint Global Co-ordinator of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of the relevant Joint
Global Co-ordinator and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances
described above and under the paragraph entitled "Conditions of the
Placing" above, and its participation will not be capable of
rescission or termination by it after oral confirmation by the
Joint Global Co-ordinators of its allocation and commitments
following the close of the Bookbuild.
Lock-up arrangements
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 180 days after
Admission without the prior written consent of the Joint Global
Co-ordinators. This lock-up arrangement is subject to (i) the
customary exception of the issue and offer by or on behalf of the
Company of the Placing Shares and the issue by the Company of any
Ordinary Shares upon the exercise of any existing options,
including any options or restricted share grants under the
Company's share option scheme and (ii) the issue by the Company of
Ordinary Shares in connection with an acquisition of shares or
assets by the Company.
Registration and settlement
Each Placee allocated Placing Shares in the Placing will be sent
a contract note or electronic trade confirmation in accordance with
the standing arrangements in place with the relevant Joint Global
Co-ordinator stating the number of Placing Shares allocated to it
at the Placing Price, the aggregate amount owed by such Placee to
the Joint Global Co-ordinator and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with the relevant Joint Global
Co-ordinator.
Settlement of transactions in the Placing Shares (ISIN:
GG00BD59ZW98) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to be on 19 December 2017 on a T+3 basis in accordance
with the instructions set out in the contract note or electronic
trade confirmation sent to Placees unless otherwise notified by the
Joint Global Co-ordinators. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and the Joint Global
Co-ordinators may agree that the Placing Shares should be issued in
certificated form. The Company and the Joint Global Co-ordinators
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 within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
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 prevailing LIBOR
as determined by the Joint Global Co-ordinators.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Global Co-ordinators 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 Joint Global
Co-ordinators' 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 may be required to bear
any taxes or duties (together with any related interest, fines or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Joint Global Co-ordinators, any money held
in an account with any of the Joint Global Co-ordinators 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 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 Global Co-ordinators' money in accordance
with the client money rules and will be used by each of the Joint
Global Co-ordinators in the course of its own business and the
Placees will rank only as a general creditor of the relevant Joint
Global Co-ordinator.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that upon receipt the
contract note or electronic trade confirmation is copied and
delivered immediately to the relevant person within that
organisation.
Representations, warranties and acknowledgements
By submitting a bid in the Bookbuild, each prospective Placee
(and any person acting on such Placee's behalf) represents,
warrants and acknowledges to, and agrees with, the Company and the
Joint Global Co-ordinators (for itself and for any such prospective
Placee) that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it has not received a prospectus or other offering document
in connection with the Bookbuild, the Placing or the Placing Shares
and acknowledges that no prospectus or other offering document has
been or will be prepared in connection with the Bookbuild, the
Placing or in the Placing Shares;
3. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
4. the Ordinary Shares are admitted to the standard listing
segment of the Official List, and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA, and that it is
able to obtain or access such information and comparable
information concerning other publicly traded companies without
undue difficulty;
5. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature, and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
6. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint Global
Co-ordinators, any of their affiliates or any persons acting on
their behalf is responsible for or has or shall have any liability
for any information or representation relating to the Company
contained in this Announcement or any information publicly
announced through a regulatory information services (as defined in
the listing rules of the FCA) by or on behalf of the Company on or
prior to the date of this Announcement (the "Exchange
Information"), provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
such person;
7. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warrants or statements,
express or implied, made by or any view expressed by any of the
Joint Global Co-ordinators, the Company or any of their affiliates
(including in any management presentation delivered in respect of
the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any
information contained in this Announcement, the Exchange
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
8. it may not rely on any investigation that any of the Joint
Global Co-ordinators, their affiliates or any person acting on
their behalf may or may not have conducted with respect to the
Company and its affiliates or the Placing and neither the Joint
Global Co-ordinators nor any of their affiliates nor any person
acting on their behalf has 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 a recommendation to it to subscribe
for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, the
Joint Global Co-ordinators or any of their affiliates or any person
acting on their behalf for the purposes of this Placing;
9. it has conducted its own due diligence, examination and
assessment of the Company, the Placing Shares and the terms of the
Placing (including the merits and risks involved) and satisfied
itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
10. the Joint Global Co-ordinators will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or otherwise;
11. it will not hold any of the Joint Global Co-ordinators or
any of their affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission 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 none of the Joint Global
Co-ordinators, their affiliates or any person acting on their
behalf, 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;
12. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale with any securities regulatory authority of the
United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan or South Africa or any
jurisdiction in which registration may be required;
13. subject to certain exceptions, the Placing Shares may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan or South Africa or any jurisdiction in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company, the Joint Global Co-ordinators or any person acting
on behalf of the Company or the Joint Global Co-ordinators that
would, or is intended to, permit a public offer of the Placing
Shares in the United States, Australia, Canada, Japan or South
Africa or in any country or jurisdiction where any such action for
that purpose is required;
14. unless otherwise specifically agreed with a Joint Global
Co-ordinator, 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 Australia, Canada, Japan, South Africa or
the United States;
15. 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
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 of the EEA within the meaning of the Prospectus
Directive;
16. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions and has fully observed such laws;
(b) has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will
honour such obligations; and
(c) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
17. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
18. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business and, in particular:
(a) if in a member state of the EEA, unless otherwise
specifically agreed with a Joint Global Co-ordinator in writing, it
is a Qualified Investor;
(b) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order, or (iii) to whom this
Announcement may otherwise lawfully be communicated;
19. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be,
either (i) outside the United States acquiring the Placing Shares
in an "offshore transaction" as defined in, and in compliance with,
Regulation S or (ii) an investor purchasing in reliance on an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
20. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive:
(a) the Placing Shares purchased by it in the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any member state of the
EEA which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of the
Joint Global Co-ordinators has been given to each proposed offer or
resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
21. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
22. it has complied, and will comply, with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United
Kingdom;
23. 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 acknowledgements, representations and
agreements contained in this Announcement;
24. it is purchasing the Placing Shares for investment purposes,
and not with a view to distribution or resale, directly or
indirectly, in the United States or otherwise in violation of
United States securities laws;
25. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act or with any
state or other jurisdiction of the United States and that the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred except (a) outside the United States in compliance with
Regulation S under the US Securities Act or (b) in a transaction
pursuant to another exemption from, or a transaction not subject
to, the registration requirements of the US Securities Act, in each
case in compliance with all applicable laws;
26. it has complied with its obligations (i) under the Criminal
Justice Act 1993 and the Market Abuse Regulation (EU 596/2014) and
(ii) in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Criminal Justice Act
1993, the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017) and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, 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;
27. it may be asked to disclose in writing or orally to the Joint Global Co-ordinators:
(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.
28. it will make payment to the Joint Global Co-ordinators in
accordance with the terms and conditions of this Announcement on
the due times and dates set out in this Announcement, failing which
the relevant Placing Shares may be placed with others on such terms
as the Joint Global Co-ordinators determine and without liability
to such Placee, who will remain liable for any amount by which the
net proceeds of such sale falls short of the product of the
relevant Placing Price and the number of Placing Shares allocated
to it and may be required to bear any taxes or duties (together
with any related interest, fines or penalties) which may arise on
the sale of such Placee's Placing Shares;
29. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
30. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the Company's articles of
incorporation and 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 Global Co-ordinators' conduct of the
Placing;
31. the Joint Global Co-ordinators do not owe fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
32. none of the Joint Global Co-ordinators, their respective
affiliates and any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Global
Co-ordinators and that the Joint Global Co-ordinators have no
duties or responsibilities to it for providing the protections
afforded to their clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
33. it is not in possession of and has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting the invitation to participate in the
Placing and it is not subscribing for the Placing Shares on the
basis of material non-public information;
34. in connection with the Placing, the Joint Global
Co-ordinators and any of their affiliates acting as an investor for
its own account may subscribe for Placing Shares in the Company and
in that capacity may retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each
of the Joint Global Co-ordinators or any of their affiliates acting
in such capacity. In addition each of the Joint Global
Co-ordinators and any of their affiliates may enter into financing
arrangements and swaps with investors in connection with which each
of the Joint Global Co-ordinators and any of their affiliates may
from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares. The Joint Global
Co-ordinators do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
35. the Company, the Joint Global Co-ordinators, their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given for the benefit of
each of the Company and the Joint Global Co-ordinators (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable and it irrevocably authorises the Joint Global
Co-ordinators 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;
36. the rights and remedies of the Joint Global Co-ordinators
and the Company under the terms and conditions in this Appendix are
in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
37. these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Global Co-ordinators 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, each of the Joint Global Co-ordinators
and each of their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after
completion of the Placing.
Taxation
The allotment and issue of Placing Shares to Placees (or the
persons for whom Placees are contracting as agent), together with
any transfer of Placing Shares by the Joint Global Co-ordinators on
a Placee's behalf, should be free of any transfer tax imposed in
Guernsey.
The allotment and issue of Placing Shares to Placees (or the
persons for whom Placees are contracting as agent) should be free
of any stamp duty or stamp duty reserve tax under the laws of the
United Kingdom, provided that: (a) no register for the Placing
Shares is kept in the United Kingdom by or on behalf of the
Company, and (b) the Placing Shares are not paired with shares
issued by a body corporate incorporated in the United Kingdom. If
there are any circumstances in which any other stamp duty or stamp
duty reserve tax (together with interest and penalties) is payable
in respect of the issue of the Placing Shares, neither the Joint
Global Co-ordinators nor the Company nor any of their affiliates
shall be responsible for the payment thereof.
Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
DEFINITIONS
In this Announcement, the following words and expressions shall,
unless the context provides otherwise, have the following
meanings:
"Admission" the admission of the Placing
Shares to the standard segment
of the Official List in accordance
with the Listing Rules and
to trading on the Main Market
"Announcement" this announcement and the Appendix,
which forms part of this announcement
dated 12 December 2017 regarding
the proposed Placing
"Arden Partners" Arden Partners plc
"Board" or "Directors" the directors of the Company
as at the date of the Announcement
"Bookbuilding Process" the accelerated Bookbuild undertaken
or "Bookbuild" by the Company to effect the
Placing
"Company" or "Rainbow" Rainbow Rare Earths Limited
"CREST" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear
is the operator (as defined
in the CREST Regulations)
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary the 154,626,472 Ordinary Shares
Shares" in issue on the date of this
Announcement
"Exploration Licence" the exploration licence (or
Permis de Recherché) held
by the Group in relation to
a total area of 96 km(2) valid
until 18 October 2018
"FCA" the Financial Conduct Authority
of the UK
"FSMA" Financial Services and Markets
Act 2000 (as amended)
"Hannam & Partners" Hannam & Partners (Advisory)
Limited
"IPO" the initial public offering
of Ordinary Shares and admission
to the Official List on 30
January 2017
"JORC Code" the 2012 edition of the Australasian
Joint Ore Reserves Committee
Code
"JORC Resource" a mineral resource, being a
concentration of occurrence
of solid material of economic
interest in or on the Earth's
crust in such form grade and
quantity that there are reasonable
prospects for eventual economic
extraction, declared in accordance
with the JORC Code
"Joint Global Co-ordinators" Arden Partners and Hannam &
Partners
"London Stock Exchange" London Stock Exchange plc
"Main Market" the main market of the London
Stock Exchange
"Official List" the official list of the FCA
"Ordinary Shares" ordinary shares of no par value
in the capital of the Company
"Placees" eligible existing institutional
shareholders and new institutional
shareholders subscribing for
new Ordinary Shares pursuant
to the Placing
"Placing" the firm placing by the Company
of the Placing Shares with
the Placees pursuant to the
Placing Agreement
"Placing Price" a price per Placing Share to
be determined at the close
of the Bookbuilding Process
"Placing Shares" up to 20,000,000 new Ordinary
Shares
"Placing Agreement" the agreement entered into
between the Company and the
Joint Global Co-ordinators
dated the date of this Annoucement
"Prospectus Rules" the Prospectus Rules made in
accordance with the EU Prospectus
Directive 2003/71/EC in relation
to offers of securities to
the public and the admission
of securities to trading on
a regulated market
"REE" rare earth elements
"Regulatory Information has the meaning given in the
Service" Disclosure Guidance and Transparency
Rules sourcebook published
by the FCA
"Securities Act" US Securities Act of 1933 (as
amended)
"Shareholders" the holders of Ordinary Shares
from time to time
"tpa" tonnes per annum
"Transaction" the Placing
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"United States", the United States of America,
"United States of its territories and possessions,
America" or "US" any State of the United States,
and the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELIFFAFTLFLID
(END) Dow Jones Newswires
December 12, 2017 04:31 ET (09:31 GMT)
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