TIDMSAE
RNS Number : 3833U
SIMEC Atlantis Energy Limited
28 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS
DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS
SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT
RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND
ITS SECURITIES.
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES
AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE
LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL
OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
28 March 2019
SIMEC Atlantis Energy Limited
Proposed Placing of up to 31,250,000 new Ordinary Shares at 16
pence per share to raise up to GBP5 million for the Company
Proposed Offer for Subscription for new Ordinary Shares at 16
pence per share on the PrimaryBid platform
Update on proposed Acquisition of SIMEC Green Highland
Renewables
Highlights
-- Proposed Placing of up to 31,250,000 new Ordinary Shares at
16 pence per share to raise gross proceeds of up to GBP5
million.
-- Placing to be conducted by way of an accelerated bookbuild
process by Cantor Fitzgerald Europe in accordance with the terms
and conditions set out in the Appendix to this announcement. The
accelerated bookbuild will commence immediately following this
announcement.
-- PrimaryBid Offer for subscription for new Ordinary Shares at 16 pence per share.
-- A further announcement launching the PrimaryBid Offer will be
made shortly. The PrimaryBid Offer is expected to remain open until
9.00 p.m. today.
-- The Placing Price represents a discount of 5.9 per cent. to
the mid-market closing price of 17 pence on 27 March 2019, being
the last practicable trading day prior to release of this
announcement.
-- The net proceeds of the Placing are proposed to be used for
the purposes of funding part of the payment to be made by the Buyer
to complete the Acquisition. If the Acquisition is not completed,
the net proceeds of the Placing will be used for the Group's
general corporate purposes.
-- Update in relation to the proposed acquisition of SIMEC Green
Highlands Renewables, originally announced on 23 November 2018.
-- The acquisition of SIMEC GHR, once completed (subject to the
satisfaction of a number of pre-conditions):
- is expected to provide an immediate and material contribution
to the Company of earnings and cash flow generated by a sizeable
portfolio of operational hydroelectric assets;
- will provide long-term visibility on earnings and cash flow generation;
- will add SIMEC GHR's highly regarded and experienced
management team who have a best-in-class operational and
development reputation;
- will provide a platform for further growth by the
establishment of a leading hydroelectric platform of scale
providing opportunities for the Company to pursue both organic
growth and complementary bolt-on acquisitions;
- will enable the Company to benefit from synergies across its
tidal and hydro businesses in project development, delivery and
operation; and
- illustrates the benefits and inherent value to the Company of
its access to the GFG Alliance's pipeline of renewable power assets
and the support of SIMEC.
-- A further announcement will be made on the closing of the
Placing and the PrimaryBid Offer which is expected to occur
tomorrow.
Tim Cornelius, CEO of SIMEC Atlantis Energy Limited commented:
"We are very much looking forward to bringing Green Highland
Renewables into the SIMEC Atlantis sustainable generation
portfolio. The support of our shareholders on this capital raise
helps us towards completion of the acquisition of this unique
portfolio of Scottish hydro assets. The GHR team are world class
developers of renewable energy projects and they share our vision
of growing a portfolio of high quality sustainable energy assets.
Completion of this acquisition together with our portfolio of
hydro, tidal power and waste-to-energy projects across Scotland and
Wales, would make us an important player in the United Kingdom's
endeavours to decarbonise responsibly whilst at the same time
creating domestic employment opportunities and attracting inward
investment."
Enquiries:
Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker and sole Bookrunner
to the Company)
Rick Thompson
Richard Salmond +44 (0) 20 7894
David Porter 7000
J. P. Morgan Cazenove
(Adviser and Joint Broker to the Company)
James Deal +44 (0) 20 7742
Michael Wentworth Stanley 4000
SIMEC Atlantis Energy Limited Via FTI Consulting
Tim Cornelius, Chief Executive Officer
Andrew Dagley, Chief Financial Officer
FTI Consulting
(PR Adviser to the Company)
Ben Brewerton
Alex Beagley
James Styles +44 (0) 20 3727
Molly Stewart 1000
Evercore Partners International LLP
(Financial Adviser to the Company)
Marcus Thompson +44 (0) 20 7653
John Mason 6000
Notes to Editors
SIMEC Atlantis Energy
Atlantis is a global developer, owner and operator of
sustainable energy projects with a diverse portfolio of more than
1,000MW in various stages of development. This includes a 77 per
cent. stake in the world's largest tidal stream power project,
MeyGen, and the conversion of the 220MW Uskmouth Power Station.
In 2017 Atlantis entered into a strategic partnership with
SIMEC, a member of the GFG Alliance, to convert the Uskmouth Power
Station to use an end-of-waste energy pellet as fuel. The plant is
expected to enter commercial operations in 2021 and will sell its
power to GFG Alliance companies under two 20-year power purchase
agreements. A successful conversion will tackle the pressing issue
of non-recyclable waste in the UK and will form the blue-print for
other large-scale conversion projects across the globe.
The Acquisition is a further step towards the transformation of
Atlantis into a diversified energy company of scale, owning
development and generating assets across the sustainable energy
spectrum in Europe, Asia and Australia, complementing its existing
UK pipeline.
https://www.simecatlantis.com/
Market Abuse Regulation
The information contained within this announcement is inside
information as stipulated under MAR. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain. The person responsible for arranging for the
release of this announcement on behalf of SIMEC Atlantis Energy is
Tim Cornelius, Chief Executive Officer of SIMEC Atlantis
Energy.
Important Notice
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement, including the Appendix, and the information
contained herein, is restricted and is not for publication,
distribution or release, directly or indirectly, in whole or in
part, in or into or from the United States, (including its
territories and possessions, any States of the United States and
the District of Columbia) (collectively, the "United States"),
Canada, Australia, Japan or the Republic of South Africa or in or
into or from any other jurisdiction where to do so might constitute
a violation of the relevant laws or regulations of such
jurisdiction. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or under any applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, resold or transferred or delivered, directly or
indirectly, in or into or from the United States absent
registration under the US Securities Act or except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act ("Regulation S").
Persons receiving this announcement (including custodians, nominees
and trustees) must not forward, distribute, mail
or otherwise transmit it in or into the United States or use the
United States mails, directly or indirectly, in connection with the
Placing. This announcement does not constitute or form part of an
offer to sell or issue or a solicitation of an offer to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, the Bookrunner or any
of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
This announcement is 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: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with the Bookrunner) "qualified investors", as defined in article
2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as
amended, (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 amended (the "FPO") or fall within the
definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended or (C) persons to whom it
may otherwise lawfully be communicated (each, a "Relevant Person").
No other person should act on or rely on this announcement and
persons distributing this announcement must satisfy themselves that
it is lawful to do so.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
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 action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group will operate to differ materially from the
impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority, 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.
Any indication in this announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Evercore Partners International LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively to the Company and no
one else in connection with the matters described in this
announcement. Evercore will not regard any person other than the
Company (whether or not a recipient of this announcement) as its
client in relation to the matters described in the announcement and
will not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing
advice in respect of such matters to any person other than the
Company. Apart from the responsibilities and liabilities, if any,
which may be imposed on it by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, or under
the regulatory regime of any jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its
subsidiaries, branches or affiliates owes or accepts any
responsibility whatsoever (whether direct or indirect, whether in
contract or in tort, under statute or otherwise) and makes no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, fairness, sufficiency,
completeness or verification or for any other statement made or
purported to be made by it, or on their behalf, in connection with
the matters described in this announcement, and nothing in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. Evercore and any of its subsidiaries, branches or
affiliates accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which they
might otherwise have in respect of this announcement or any such
statement contained therein.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
solely as nominated adviser, broker and bookrunner exclusively to
the Company and no one else in connection with the matters
described in this announcement. Cantor Fitzgerald Europe will not
regard any person other than the Company (whether or not a
recipient of this announcement) as its client in relation to the
matters described in this announcement and will not be responsible
to any person other than the Company for providing the protections
afforded to its clients or for providing advice in respect of such
matters to any person other than the Company. Neither Cantor
Fitzgerald Europe nor any of its affiliates or agents have
authorised the contents of any part of this announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Cantor Fitzgerald Europe by FSMA or the regulatory
regime established thereunder, Cantor Fitzgerald Europe and its
affiliates and agents accept no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the
contents of this announcement including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this announcement,
whether as to the past or the future. Cantor Fitzgerald Europe and
its affiliates and agents accordingly disclaim 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 the contents of this announcement or any such
statement.
In connection with the Placing, the Bookrunner and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase Ordinary Shares in the Company and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Ordinary Shares being offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any offer to, or
subscription, acquisition, placing or dealing by the Bookrunner and
any of its affiliates acting as investors for their own accounts.
In addition, the Bookrunner or its affiliates may enter into
financing arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. The Bookrunner has no intention to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cantor Fitzgerald Europe will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
Regulated Information Classification: Inside information
1. INTRODUCTION
On 23 November 2018, the Company announced that it had reached
agreement to conditionally acquire GHR Acquisitions MidCo Limited
from SIMEC GHR Acquisitions TopCo Limited a member of the GFG
Alliance and an associate of the Company's largest Shareholder,
SIMEC UK Energy Holdings Limited. If the Acquisition is completed,
SIMEC GHR will be the owner of an attractive portfolio of
operational, cash generating, hydroelectric assets in Scotland
which benefit from long-term renewable energy support. The
Acquisition, if completed, will represent a further step towards
the transformation of Atlantis into a diversified energy company of
scale owning a broad spectrum of sustainable energy assets. The
proposed Acquisition follows the Company's acquisition of SIMEC
Uskmouth Power Limited from SIMEC last year and illustrates the
benefits and inherent value to the Company of its access to the GFG
Alliance's pipeline of renewable power assets.
The Company is now pleased to announce a proposed fundraising to
conditionally raise up to GBP5 million (before expenses) by way of
a placing of up to 31,250,000 new Ordinary Shares at a price of 16
pence per share. Details of the Placing are set out below and in
the Appendix to this announcement. Cantor Fitzgerald Europe is
acting as sole bookrunner in connection with the Placing. It is
intended that the net proceeds of the Placing will be used to fund
part of the payment to be made by the Buyer for the Acquisition of
SIMEC GHR. If the Acquisition is not completed, the net proceeds of
the Placing will be used for the Company's general corporate
purposes. The Placing is not conditional upon the Acquisition being
completed. A further announcement will be made on the closing of
the Placing, which is expected to occur tomorrow.
In addition to the Placing, the Company has made arrangements
with PrimaryBid for retail and other investors to subscribe for
Ordinary Shares through the PrimaryBid platform at the Placing
Price. A further announcement relating to the PrimaryBid Offer will
be made shortly after this announcement. The PrimaryBid Offer is
expected to remain open until 9.00 p.m. on 28 March 2019, with the
result of the PrimaryBid Offer being announced tomorrow at the same
time as the Placing. The funds from the PrimaryBid Offer will be
used for the Group's general corporate purposes.
The Placing Shares, the PrimaryBid Shares and the Consideration
Shares will be issued pursuant to the authorities granted to the
Directors at the Company's annual general meeting held in 2018.
Accordingly, neither the Placing nor the PrimaryBid Offer is
subject to approval of the Company's Shareholders.
Subject to all conditions to the Placing being satisfied, the
Placing Shares and the PrimaryBid Shares will be admitted to
trading on AIM. It is anticipated that Admission will take place on
4 April 2019.
2. DETAILS OF THE PLACING
The Company intends to raise up to GBP5 million (before
expenses) pursuant to the Placing. The price per Placing Share is
16 pence.
The Placing will be conducted by Cantor Fitzgerald Europe in
accordance with the terms and conditions set out in the Appendix to
this announcement. The Placing is being conducted through an
accelerated bookbuilding process which will commence immediately
following this announcement in accordance with the terms and
conditions set out in the Appendix to this announcement.
The bookbuilding process will determine demand for and
participation in the Placing. The timing of the closing of the
books is at the absolute discretion of the Bookrunner in
consultation with the Company. The allocations will be determined
by the Bookrunner in its absolute discretion following consultation
with the Company and will be confirmed orally or by email by the
Bookrunner following the close of the bookbuilding process.
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be generally limited to certain
qualifying institutional investors who are invited, and who choose,
to participate. Certain of the Company's existing significant
shareholders have indicated their intention to participate in the
Placing. The Placing Shares are not being made available to the
public and, subject to certain limited exceptions, are not being
offered or sold in, into or from the United States of America,
Canada, Australia, Japan or the Republic of South Africa or any
other jurisdiction where it would be unlawful to do so.
A further announcement in respect of the total number of Placing
Shares to be issued and the aggregate proceeds to be raised through
the Placing will be made as soon as is practicable, once these
details have been finally determined. The Placing is not being
underwritten.
Following Admission, the Placing Shares will be issued and
allotted credited as fully paid and will rank pari passu with the
Ordinary Shares as well as with the PrimaryBid Shares and the
Consideration Shares (referred to below), including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of issue.
The Placing is conditional, inter alia, upon:
(a) the publication by the Company of, among other
announcements, the results of the Placing by means of a Regulatory
Information Service;
(b) the performance by the Company of its obligations under the
Placing Agreement, to the extent that they fall to be performed
prior to Admission;
(c) the Placing Agreement having become unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated in accordance with its terms;
(d) Admission becoming effective at 8.00 a.m. on 4 April 2019
(or such later time and date as the Company and the Bookrunner may
agree but not later than 12 April 2019).
The Placing is not conditional upon the Acquisition being
completed.
If any of the conditions in the Placing Agreement are not
satisfied, the Placing Shares will not be issued and all monies
received from Placees will be returned to them (at the Placees'
risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the
Company to the Bookrunner as to matters relating to the Company and
its business and customary indemnities from the Company to the
Bookrunner in respect of liabilities arising out of or in
connection with the Placing and Admission. The Placing Agreement
also contains customary rights of termination which could enable
the Bookrunner to terminate the Placing in certain limited
circumstances.
Application will be made to the London Stock Exchange for the
Placing Shares (along with the PrimaryBid Shares and the
Consideration Shares) to be admitted to trading on AIM. It is
expected that Admission will take place and that trading in the
Placing Shares (along with the PrimaryBid Shares and the
Consideration Shares) will commence on or around 4 April 2019.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
3. Use of proceeds of the Placing and THE PRIMARYBID OFFER
If the Acquisition is completed, the net proceeds of the Placing
will be used to fund part of the payment to be made by the Buyer to
complete the Acquisition of SIMEC GHR. If the Acquisition is not
completed, the net proceeds of the Placing will be used for the
Company's general corporate purposes. The net proceeds of the
PrimaryBid Offer will be used for the Company's general corporate
purposes.
4. Sale and Purchase Agreement Update
On 23 November 2018, Atlantis (through its wholly owned
subsidiary, Atlantis Projects Pte Ltd, as the Buyer) and SIMEC GHR
Acquisitions Topco Limited (as the Seller) signed a conditional
Sale and Purchase Agreement to effect the Acquisition of SIMEC GHR.
The Seller is a member of the GFG Alliance and an associate of the
Company's largest shareholder, SIMEC. On 28 March 2019 the parties
amended the terms of the Sale and Purchase Agreement in certain
respects, and in particular in relation to the consideration
payable pursuant to the Acquisition.
The agreed enterprise value attributed to SIMEC GHR remains as
being GBP124.7 million. The consideration for the Acquisition of
the shares of SIMEC GHR will be an amount in cash equal to the
agreed enterprise value of GBP124.7 million, less an amount to
discharge the sums owing under the Outgoing Facilities Agreement
and less various costs and expenses relating to the Reorganisation
and less an amount equal to the value of the Consideration Shares
at the Placing Price. The cash consideration payable for the shares
of SIMEC GHR is expected to be approximately (and no less than)
GBP10 million. In addition to the cash consideration (but included
within the agreed enterprise value), Atlantis will issue the
Consideration Shares to SIMEC. The Consideration Shares will be
issued to SIMEC on completion of the Placing in consideration of
the mutual covenants given in the Sale and Purchase Agreement, for
the Seller agreeing to transfer the shares of SIMEC GHR to the
Buyer and for incurring further costs and time in relation to the
Acquisition. Accordingly, SIMEC will retain the Consideration
Shares irrespective of whether the Acquisition is completed.
Following the issue of the Consideration Shares, SIMEC will
continue to be interested in 49.99% of the Company's Enlarged Share
Capital. The cash consideration for the Acquisition will only be
paid on completion of the Acquisition.
In advance of completion of the Acquisition, it is proposed that
the existing debt due under the Outgoing Facilities Agreements and
various other costs and expenses will be refinanced, with the
result that SIMEC GHR will be acquired by the Buyer with long term
debt financing in place. The Company and the Seller are working
together to secure the balance of the required financing including
debt with a syndicate of UK banks. A further announcement will be
made by the Company in due course.
The discussions with the Bank Syndicate include the provision of
approximately GBP90 million of long term financing, a further capex
facility of GBP24.5 million and a revolving credit facility of
GBP2.0 million. It is not anticipated that (if provided), such
capex facility would be drawn at Completion, and the revolving
credit facility (if provided), would only be expected to be drawn
down to fund the payment of certain costs in connection with the
Acquisition.
Completion of the Acquisition remains subject to a number of
conditions precedent which remain to be satisfied including
finalising the financing in connection with the Acquisition and the
agreement of further legal documentation. It is anticipated that in
advance of Completion the Sale and Purchase Agreement will need to
be further amended by the parties. Completion will only take place
on the date on which the last of the conditions precedent to the
Sale and Purchase Agreement (as amended) are fulfilled subject to a
long stop date of 30 June 2019. It is currently anticipated that,
assuming the conditions precedent are satisfied, Completion will
take place towards the end of Q2 2019.
The proposed Acquisition and the issue of the Consideration
Shares is classified as a related party transaction under the AIM
Rules for Companies since it involves a transaction with a related
party of the Company, the Seller, which is an associate of SIMEC, a
substantial shareholder of the Company (being the Company's largest
Shareholder which, as at the date of this document, owns
approximately 49.99 percent of the Company's issued Ordinary Share
capital). The Independent Directors of Atlantis (comprising John
Neill (Non-Executive Chairman), Tim Cornelius (Chief Executive
Officer), Andrew Dagley (Chief Financial Officer), John Woodley
(Non-Executive Director) and Ian Wakelin (Non-Executive Director)),
having consulted the Company's Nominated Adviser, Cantor Fitzgerald
Europe, consider that the terms of the proposed Acquisition
(including the issue of the Consideration Shares) are fair and
reasonable insofar as the Company's Shareholders are concerned.
5. Background to and reasons for the Acquisition
In June 2018, Atlantis completed the acquisition of SUP from
SIMEC which was intended to be the first of a number of
acquisitions to transform the Company into a diversified energy
company of scale. In connection with the acquisition of SUP, the
Company entered into a Relationship Agreement with SIMEC which,
amongst other things, provided Atlantis with investment rights
through a right of first offer to a pipeline of renewable power
assets owned or subsequently acquired by the GFG Alliance of which
both the Seller and SIMEC are members.
The Acquisition of SIMEC GHR, if completed, would be the first
acquisition by Atlantis which the Board believes will illustrate
the benefits and inherent value to the Company of its access to the
GFG Alliance's pipeline of renewable power assets as was envisaged
by the Relationship Agreement. Specifically in the case of the
acquisition of SIMEC GHR, the Company's access to that pipeline of
assets has facilitated the opportunity to acquire an attractive
portfolio of operational, cash generating, hydroelectric assets
benefitting from long-term renewable energy support.
The SIMEC GHR portfolio proposed to be acquired consists of 11
operational projects encompassing 15 schemes with a combined
capacity of approximately 20MW (attributable to both SIMEC GHR and
third party interests), one project under construction of
approximately 2MW and one project at the development stage of
approximately 5.9MW. Of the total capacity, including the assets
under construction and development, SIMEC GHR has an interest in
approximately 24.9MW of capacity, with the balance being
attributable to third party interests under joint ventures in
relation to three projects. 14 of the 15 operational schemes
receive stable, regulated cash flows in the form of fixed
RPI-linked FiT payments for generation for a period of 20 years
from commissioning and, in addition, receive revenues for the
export of the generated electricity. The 14 operational schemes
receiving fixed RPI-linked FiT payments for generation currently
receive an average generation tariff, when weighted for P50
generation, of GBP121.89 per MWh and are eligible to receive an
RPI-linked export tariff for all electricity exported to the grid
of 5.24p per kWh (real, 2018). Accordingly, the 14 FiT accredited
operational schemes currently provide an average guaranteed revenue
to SIMEC GHR of GBP174 per MWh. This compares favourably with the
mutually exclusive ROC regime, under which ROC accredited
hydroelectric projects in Scotland currently benefit from an
effective guaranteed price of GBP48.78 per MWh (plus the wholesale
price), and the capacity market regime, under which payments would
be GBP1.93 per MWh (plus the wholesale price). Hydropower assets of
this type typically achieve a premium to the average baseload
wholesale electricity prices primarily because generation from
hydropower assets is highest in wet conditions when electricity
demand is higher.
The Board of Atlantis believes that, if completed, the
Acquisition of SIMEC GHR will be an important milestone in the
development of the Company and would provide it with the following
key benefits:
-- Immediate operating earnings and cash flow: SIMEC GHR is
expected to provide an immediate and material contribution to the
Company of earnings and cash flow generated by a sizeable portfolio
of operational hydroelectric assets;
-- Earnings accretion: on Completion, the Acquisition is
expected to be immediately earnings accretive to the Company;
-- Visible minimum contracted cash flows: SIMEC GHR provides
long-term visibility on earnings and cash flow generation, with
both being underpinned by attractive RPI-linked FiT payments for 20
years from the commissioning of each project;
-- Upside from wholesale power prices: SIMEC GHR has
historically benefited from upside linked to wholesale electricity
prices whilst also being protected by FiT payments which ensure a
minimum level of contracted earnings and cash flow;
-- Stable cost base: The rent payable by SIMEC GHR under leases
for the sites of 12 of the 13 projects is set at a fixed percentage
of the revenue generated by that project;
-- Experienced management: the Acquisition will allow the
Company to supplement its existing management expertise with the
addition of SIMEC GHR's highly regarded and experienced management
team who have a best-in-class operational and development
reputation;
-- In-house expertise: the Acquisition will enhance the existing
skill base within the Company. The Directors believe that SIMEC GHR
is a best-in-class operator of hydroelectric plants in the United
Kingdom which allows it to generate ancillary income through the
provision of operations and maintenance services to over 30 third
party sites, and is also a leading developer of hydroelectric
schemes in the United Kingdom, with its in-house team having
successfully consented more than 60 projects since its formation in
2007;
-- Platform for further growth: establishment of a leading
hydroelectric platform of scale providing opportunities for the
Company to pursue both organic growth and complementary bolt-on
acquisitions;
-- Opportunities for synergies and optimised generation: the
Acquisition will enable the Company to benefit from synergies
across its tidal and hydro businesses in project development,
delivery and operation, as well as creating opportunities for
optimising generation and selling aggregated power output on a
portfolio basis which typically delivers improved terms for power
generators; and
-- Value of access to the GFG Alliance's pipeline of renewable
power assets and the support of SIMEC: the Acquisition illustrates
the benefits and inherent value to the Company of its access to the
GFG Alliance's pipeline of renewable power assets as was envisaged
by the Relationship Agreement. It also demonstrates the commitment
of SIMEC as the Company's largest Shareholder to supporting
Atlantis in its aim of establishing itself as a diversified energy
company of scale.
The Board of Atlantis believes that the Acquisition of SIMEC
GHR, if completed, is fully aligned with the Company's strategy. It
accelerates the development of Atlantis and its aim to become a
diversified energy company of scale and, in the process, provides a
clear demonstration of the continued support that it receives from
SIMEC as its largest Shareholder.
6. Background information on SIMEC GHR
SIMEC GHR is a United Kingdom based independent hydro developer,
with a portfolio of operational, under construction and in
development hydroelectric generation assets with a total capacity
of approximately 27.9MW. SIMEC GHR also provides consultancy and
operations and maintenance services to its own projects, its joint
venture projects and hydroelectric projects owned by third
parties.
Overview of the SIMEC GHR portfolio
The SIMEC GHR portfolio consists of 11 operating projects
encompassing 15 schemes with a combined capacity of approximately
20MW (attributable to both SIMEC GHR and third party interests),
one asset under construction of approximately 2MW and one asset at
the development stage (comprising three schemes) of approximately
5.9MW. Of the total capacity, including the assets under
construction and development, SIMEC GHR has an interest in
approximately 24.9MW of capacity, with the balance being
attributable to third party interests under joint ventures in
relation to three projects. In addition, SIMEC GHR has a right to
acquire the remaining 50.25 per cent. stakeholding in the 1.5MW
Allt Garbh joint venture project that it does not already own with
such right being exercisable until 1 October 2019, subject to
certain conditions. Exercise of this right would increase the
combined net capacity of the portfolio, including the assets under
construction and development, attributable to SIMEC GHR's interest
in the portfolio to approximately 25.7MW.
The P50 weighted average load factor of the SIMEC GHR operating
assets is approximately 50 per cent., based on gross annual
electricity generation of approximately 87GWh, which consists of
approximately 10GWh of P50 generation attributable to third party
interests under joint venture projects, and net annual electricity
generation attributable to SIMEC GHR's interest in the portfolio of
approximately 77GWh. Once the two projects under construction or
development are also operational, and assuming the remaining 50.25
per cent. stake in the Allt Garbh joint venture project which SIMEC
GHR does not already own is acquired, the P50 weighted average load
factor for the SIMEC GHR operating assets reduces to approximately
47 per cent., based on gross annual electricity generation of
approximately 114GWh, which consists of approximately 8GWh of P50
generation attributable to third party interests under joint
venture projects, and net annual electricity generation
attributable to SIMEC GHR's interest in the portfolio of
approximately 106GWh.
The operational assets have been assessed by the Company's
technical adviser, using availability data from one year of
operations, as achieving an availability percentage, being the
percentage of time during which the schemes are available to
generate power, in excess of 99 per cent..
An overview of the SIMEC GHR portfolio is set out in Table 1
below. The assets are all located in the Scottish Highlands.
Table 1
FiT (2018 p/kWh)
------------- -------------- ----------- ---------- ---------- ---------- ----------- -------------------------
Capacity Average
Gross SIMEC GHR net to Gross P50 load
Commissioning capacity ownership SIMEC GHR generation factor Generation Export
Asset date (MW) (%) (MW) (MWh) (%) tariff tariff
------------- -------------- ----------- ---------- ---------- ---------- ----------- ----------- ------------
Operating
Keltneyburn Apr-2010 2.0 100.0% 2.0 8,193 47% 14.07 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Roroyere Oct-2011 0.8 100.0% 0.8 1,922 28% 14.07 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Achnacarry Nov-2015 0.7 49.9%(1) 0.4 2,198 34% 14.07 5.24
0.5 0.2 2,286 52% 18.00 5.24
1.2 0.6 5,391 50% 14.07 5.24
============================ =========== ========== ========== ========== =========== =========== ============
Ceannacroc Dec-2016 0.5 100.0% 0.5 1,881 43% 15.39 5.24
1.3 1.3 4,350 40% 12.02 5.24
============================ =========== ========== ========== ========== =========== =========== ============
Allt
Mullardoch Nov-2016 0.5 100.0% 0.5 1,743 40% 15.39 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Allt Garbh Jul-2017 1.5 49.8% 0.7 4,608 35% 10.69 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Loch Eilde
Mor #1 Jul-2017 2.0 100.0% 2.0 17,222 98% 10.69 5.24
Loch Eilde
Mor #2 May-2017 3.0 100.0% 3.0 16,591 63% - -
============= ============== =========== ========== ========== ========== =========== =========== ============
Shenval Jul-2017 0.5 100.0% 0.5 1,963 45% 13.68 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Gleann Nam
Fiadh Jul-2017 2.0 100.0% 2.0 7,474 43% 10.69 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Coulags Aug-2017 1.5 100.0% 1.5 4,969 39% 10.69 5.24
============= ============== =========== ========== ========== ========== =========== =========== ============
Coiltie Sep-2017 2.0 50.0% 1.0 6,009 34% 10.69 5.24
Total operating(2) 20.0 17.0 86,800 50%
Under
construction
Nathrach(3) Aug-2019e 2.0 100.0% 2.0 6,929 40% 6.48 5.24
In
development
Glen
Kinglass(4) Nov-2020e 5.9 100.0% 5.9 20,160 39% 6.46 5.24
Total 27.9 24.9 113,889 47%
(1) The Achnacarry project is subject to a community benefit
payment obligation such that, upon any dividends to shareholders
being declared and paid, an additional payment must be made to the
community group equivalent to that which the community group would
have been entitled to upon declaration of the dividend had it held
a 0.5 per cent. shareholding in the project.
(2) Totals may not equal the sum of the above values due to
rounding
(3) The Nathrach project is pre-accredited only and as such the
stated generation and export tariffs are subject to final
accreditation. The gross P50 generation value represents the latest
forecast.
(4) The Glen Kinglass project is not yet pre-accredited, the
stated generation tariff reflects the expected price and the export
tariff remains subject to full scheme accreditation. The gross P50
generation value represents the latest forecast.
Portfolio development
Two of the SIMEC GHR assets (Roroyere and Keltneyburn) were
purchased by SIMEC GHR once they were already operational.
Development and construction of all of the other assets was managed
by SIMEC GHR's in-house development and construction management
teams. The development team at SIMEC GHR, which will also be
acquired as part of the Acquisition, has the in-house capability to
take a project from initial feasibility through environmental
appraisal, securing licences and financial modelling to final
design, working closely with local communities and other
stakeholders throughout the process. SIMEC GHR typically enters
into fixed price contracts with third-party civil engineering
contractors to build each project. SIMEC GHR has long-term and
established relationships with a number of leading civil
engineering and electrical contractors. The portfolio employs
technology from four established turbine manufacturers: Kössler,
Gilkes, Newmills and Canyon.
Each project comprises a water intake system, a pressure
pipeline, a powerhouse with a turbine, generator and control
equipment, a tailrace and an outfall pipe (to return water from the
turbine to the watercourse), electrical and metering systems,
access tracks and monitoring and communication systems.
The Company intends to continue to develop and construct the
Nathrach assets, which are currently being constructed on land
owned by a member of the GFG Alliance, and the Glen Kinglass assets
which are expected to be commissioned in Q3 2019 and Q4 2020
respectively, and to be connected to the grid for full export in Q3
2019 and Q4 2021 respectively. SIMEC GHR has, to date, invested
GBP4.2 million of its GBP6 million construction budget for the
Nathrach asset, and GBP0.7 million of its estimated GBP17.6 million
construction budget for the Glen Kinglass assets, including in
connection with the submission of planning applications in May
2018.
Offtake arrangements
The 11 operational SIMEC GHR projects are made up of 15 schemes,
of which 14 are accredited under the UK Government's FiT subsidy
regime which delivers stable, regulated cash flows by providing 20
years of subsidy support for each project and an RPI linked minimum
power price. Under the FiT regime, accredited assets receive an
individual, RPI-linked generation tariff for all electricity
produced. The average generation tariff received by the 14
operational schemes, when weighted for P50 generation, is GBP121.89
per MWh. The projects are also eligible to receive a 5.24p/kWh
(real, 2018) RPI-linked export tariff for all electricity exported
to the grid. Accordingly, the 14 FiT accredited operational schemes
currently provide an average guaranteed revenue to SIMEC GHR of
GBP174 per MWh and will continue to do so until 2030 with tariffs
to be adjusted in line with RPI. The projects can, on an annual
basis, elect either to receive the export tariff or to sell their
electricity independently via a power purchase agreement and
receive the prevailing wholesale power price, if higher. This means
that the export tariff effectively provides a guaranteed minimum
"floor" price to each project. All operating projects are currently
selling power to the grid under fixed-price 12-month power purchase
agreements which currently deliver an average fixed price for
export, when weighted for P50 generation and assuming constant
generation throughout the year, of GBP57.40 per MW/h. The Nathrach
project, which is currently in construction, is pre-accredited for
the FiT and the same pre-accreditation will be sought for the Glen
Kinglass schemes once the necessary conditions, including award of
planning permission, have been met. The Company intends to apply
for pre-accreditation for the Glen Kinglass project, which
comprises three schemes, in March 2019, prior to the FiT subsidy
regime closing to new applications on 1 April 2019, and expects to
be receive a generation tariff for each scheme of 6.46p/kWh.
The SIMEC GHR portfolio currently consists of 11 operational
projects and has limited exposure to any single asset or location.
Mainly due to the historical correlation between electricity
generation across the portfolio and periods of high electricity
demand in the United Kingdom (e.g. during periods of wetter
weather).
Consultancy and operations and maintenance capabilities
SIMEC GHR has an established operational team which undertakes
all operations and maintenance activities and provides consultancy
services across the SIMEC GHR portfolio.
SIMEC GHR also provides consultancy and operations and
maintenance services to third-party projects. SIMEC GHR currently
has contracts with 34 third-party sites representing 21MW of
capacity. These contracts contributed revenue of approximately
GBP0.8 million in the 12 months to 30 September 2018. Given the
potential for the consultancy and operations and maintenance
business to realise operating efficiencies by servicing more
densely located projects, SIMEC GHR management sees the addition of
further contracts as an attractive growth opportunity for SIMEC GHR
and forecasts revenues from these contracts with third parties to
increase to GBP1.5 million for 2019, comprising GBP0.9 million in
revenue from the provision of operations and maintenance services
and GBP0.6 million in consultancy revenues. SIMEC GHR management
has identified, and is in active discussions with, third-parties
with the intention of increasing SIMEC GHR's market share in the
Scottish Highlands and is currently targeting the addition of a
further 15 to 20 schemes over the medium term.
Further information about SIMEC GHR
SIMEC GHR is an English company with its head office in Perth
and an operations and management office in Dingwall. It has been
developing hydroelectric schemes since 2007, from initial concept
through to consent, construction, commissioning and generation.
SIMEC GHR employs 21 people who provide in-house capabilities
across planning, development, civil, mechanical and electrical
engineering, as well as operations and maintenance. Since 2007,
SIMEC GHR has consented more than 60 projects with total capacity
of approximately 37MW.
7. Update and CURRENT TRADING AND PROSPECTS IN RELATION TO THE COMPANY
Tidal energy business
As at the date of this announcement, the Group has a development
pipeline of UK tidal power projects with an aggregate capacity of
approximately 600MW. The Group's primary operating asset is the 6MW
MeyGen tidal stream energy project in northern Scotland. This
project, the largest of its kind in the world, has generated over
13GWh of clean electricity from the wholly predictable tides of the
Pentland Firth. The MeyGen project is accredited under the
Renewables Obligation (Scotland) Order 2009 and receives five
Renewables Obligation Certificates (ROCs) per megawatt hour of
generation, boosting revenues from power sales by approximately
GBP250 per megawatt hour.
The first 6MW of the MeyGen project consists of four turbines
and achieves capacity factors of approximately 40 per cent.,
producing gross average annual generation of 21GWh. With an
improved understanding of the site and the performance of the
turbines, the Company announced last year that it now intends to
reconfigure the project to add two new turbines, supplied by the
Group, within the existing ROC accredited envelope and upgrade one
of the existing turbines. This is expected to boost yields by up to
40 per cent. relative to current levels whilst maintaining the
total installed capacity at 6MW. The new turbines and upgraded
turbine will be connected via a subsea hub to a single subsea
export cable to demonstrate an improved system architecture which
lowers the project infrastructure cost to allow for a reduction in
the cost of energy from larger scale arrays, including the further
build out of the MeyGen site to its currently consented capacity of
86MW and ultimately to the full site capacity of 398MW, and from
the expansion into neighbouring sites in the Pentland Firth. The
Group's Turbine and Engineering Services division is expected to be
awarded a contract for the engineering, procurement, construction
and installation of the two new turbines with a budget in excess of
GBP20 million. The development is expected to benefit from
additional revenue support in the form of the European Commission's
NER300 scheme, which has awarded EUR16.8 million of funding support
to MeyGen, payable at a rate of EUR267/MWh. The total capital
funding requirement for the development is expected to be
approximately GBP27 million. The Company also intends to compete in
2019 CfD auctions for up to 80MW of capacity.
8. update and current trading and prospects in relation to SUP
SIMEC Uskmouth Power
In addition to the 20 year fuel supply agreement and the two 20
year power purchase agreements for power offtake from Uskmouth
Power Station, each of which was entered into in connection with
the Company's acquisition of SUP, SUP has awarded contracts to
progress the engineering and consenting works necessary to
implement the conversion of Uskmouth Power Station from a
coal-fired power station to a 220MW facility intended to run
entirely on waste derived energy pellets. SUP has awarded a
contract for the environmental planning and permitting work to RPS
Group, who will carry out the works necessary for both the
conversion of the power station and the construction of the
neighbouring fuel production facility which is to be developed,
owned and operated by a joint venture between a member of the
Liberty House group of companies, part of the GFG Alliance, and
Dutch recycling group N+P Group BV. The joint venture has awarded a
subsidiary of the Company a contract for management services in
relation to the planning and permitting in relation to the fuel
production facility.
On 6 November 2018, the Company also announced that the front
end engineering and design contract for the project had been
awarded to a consortium of WSP UK Limited and RJM Corporation
Technical Services Limited. Under the FEED contract, the consortium
will deliver the final design specification for the plant which
will enable the Company to award the engineering, procurement and
construction contract to facilitate financial close on the project.
The total size of the FEED contract is GBP4.9 million. The FEED
phase is expected to be completed by the end of 2019 and will be
followed by the negotiation of the EPC contract with appropriate
contractors and project financing for the estimated GBP185 million
cost of the conversion works being secured.
Equitix Heads of Terms
On 20 November 2018, the Company announced that it had signed a
heads of terms to sell a 25 per cent. shareholding in SUP for
GBP32.9 million to Equitix on achieving financial close for the
conversion project. Subject to fulfilment of certain conditions,
Equitix would also contribute 25 per cent. of certain of the
remaining budgeted development costs to achieve financial close.
Equitix would also be expected to contribute 25 per cent. of the
part of the conversion costs to be funded by SUP's
shareholders.
The sale is conditional on Equitix completing its confirmatory
due diligence on SUP and agreeing satisfactory transaction
documentation. Final approval of Equitix's investment committee is
also required prior to completion of the transaction.
9. Group strategy
The strategy for Atlantis is to become a diversified energy
company of scale owning high quality cash generative operational
assets and a strong portfolio of greenfield development assets
across the sustainable energy spectrum. The Directors continue to
believe that this strategy is capable of delivering material value
to Shareholders through the combination of operating assets with
long-term contractually-secured cash flows and development assets
that hold the potential for value crystallisation as they are
brought into operation. The wider platform will provide access to a
diversified range of assets as well as in-house operational and
development skills across a number of renewable generation
technologies that will ensure that the Group is not reliant on one
particular geography, renewable technology, regulatory regime or
market dynamic. Given the wider platform is expected to generate
regular news flow and value crystallisation events over the
lifecycle of these assets, the Directors believe that Atlantis's
public markets listing will provide the most appropriate way for
Shareholders to benefit from the realisation of value from this
strategy.
The proposed acquisition of SIMEC GHR is consistent with this
strategy by adding a portfolio of renewable hydroelectric assets of
significant scale which will provide long-term contracted cash
flows and provide technology diversification whilst also enhancing
the Group's in-house development and operational capabilities.
Atlantis is a leading project developer in the tidal power
sector and this will continue to be an important part of the
Group's business in the future. Atlantis has an existing portfolio
of tidal stream and barrage projects including the flagship MeyGen
project and the Wyre Project as well as international opportunities
in Europe and Asia, including the recently announced joint venture
with the Development Agency for Normandy pursuant to which it is
currently proposed that the Company will hold a 24 per cent. stake
in a joint venture vehicle that will be established with the
intention of developing a tidal stream project in Raz Blanchard,
Normandy, with the remainder of the joint venture being held by
Normandie Participations and Efinor with stakes of 65 per cent. and
11 per cent. respectively.
Atlantis intends to continue to make acquisitions of high
quality renewable assets and businesses active in the renewable
sector leveraging both its relationship with the GFG Alliance as
well as other independently sourced opportunities. In addition,
Atlantis will continue to implement organic growth opportunities
such as the build out of the MeyGen project and the joint venture
with the Development Agency for Normandy as announced by the
Company last year.
10. summary historic financial information on simec ghr
Set out below is a summary of the consolidated financial results
of SIMEC GHR for the nine months ended 30 June 2018 and the
consolidated financial results of the Seller for the two preceding
financial years ended 30 September 2017 and 30 September 2016. The
consolidated financial statements of SIMEC GHR and the Seller are
prepared under UK GAAP. As SIMEC GHR has not historically prepared
consolidated accounts, the 2017 and 2016 consolidated financial
results figures below are provided in respect of the Seller (rather
than SIMEC GHR).
9 months
ended 30
June Year ended 30 September
2018 2017 2016
---------- ------------ ------------
SIMEC GHR Seller Seller
(audited) (unaudited) (unaudited)
GBP'000 GBP'000 GBP'000
Revenue 6,609 5,744 4,821
Cost of sales (2,985) (2,338) (1,961)
Gross profit 3,623 3,406 2,860
---------- ------------ ------------
Administrative expenses 989 (2,551) (4,478)
Exceptional administrative
expenses 707 (366) (357)
Other operating income 56 29 14
Operating profit/(loss) 1,983 518 (1,960)
Share of joint venture
profits 19 (96) (316)
Finance costs (3,524) (6,225) (6,764)
Taxation (156) (152) (1,770)
Net profit/(loss) for
the period (1,678) (5,955) (10,811)
========== ============ ============
Total assets 53,125 53,752 42,683
---------- ------------ ------------
Total liabilities 80,527 77,604 53,244
---------- ------------ ------------
11. Projected future Revenue of SIMEC GHR
Set out below, and for illustrative purposes only, is a summary
of projected revenue of SIMEC GHR for 2019, 2020 and 2021 based on
management estimates. The projected revenue assumes that the
Nathrach and Glen Kinglass projects are completed in accordance
with the current timetable and within budget and that the remaining
50.25 per cent. stake in the Allt Garbh joint venture project which
SIMEC GHR does not already own is acquired in July 2019.
Year ended 31 December
2019 2020 2021
Revenue (GBP,000) 14,220 15,645 18,909
Annual growth in revenue 10.0% 20.9%
EBITDA (GBP,000) 10,722 11,780 14,463
Illustrative EBITDA
margin 75.4% 75.3% 76.5%
Annual growth in EBITDA 9.9% 22.8%
12. Timetable, Admission and dealings
Application will be made to the London Stock Exchange for the
Placing Shares, the PrimaryBid Shares and the Consideration Shares
to be admitted to trading on AIM. It is expected that Admission
will take place and that trading in the Placing Shares, the
PrimaryBid Shares and the Consideration Shares will commence on AIM
on or about 4 April 2019. Completion of the Acquisition will not
take place until the last of the conditions under the Sale and
Purchase Agreement (as it is expected to be amended), have been
satisfied. Accordingly, Completion is not expected to occur until
towards the end of Q2 2019.
13. Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Definitions and glossary
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the proposed acquisition by Atlantis
Projects, a wholly owned subsidiary
of the Company, of the entire issued
share capital of SIMEC GHR on the
terms and subject to the conditions
of the Sale and Purchase Agreement
"Admission" the admission of the Placing Shares,
the PrimaryBid Shares and the Consideration
Shares to trading on AIM becoming
effective in accordance with the AIM
Rules
"AIM" AIM, a market of the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies and the
AIM Rules for Nominated Advisers,
as applicable
"AIM Rules for Companies" the rules for AIM companies published
by the London Stock Exchange, as amended
or re-issued from time to time
"AIM Rules for Nominated the rules for nominated advisers to
Advisers" AIM companies published by the London
Stock Exchange, as amended or re-issued
from time to time
"Articles of Association" the articles of association of the
Company, as amended from time to time
"Bank Syndicate" a syndicate of major UK banks
"Board" the board of directors of the Company
as constituted from time to time
"Bookrunner" Cantor Fitzgerald Europe
"Buyer" or "Atlantis Projects" Atlantis Projects Pte. Ltd, a company
incorporated in the Republic of Singapore
"Cantor Fitzgerald Europe" Cantor Fitzgerald Europe, acting as
nominated adviser and broker to the
Company and sole bookrunner in relation
to the Placing
"certificated" or "certificated the description of a share or other
form" security which is not in uncertificated
form (that is, not in CREST)
"Company" or "Atlantis" SIMEC Atlantis Energy Limited, a company
or "SIMEC Atlantis Energy" incorporated in the Republic of Singapore
"Completion" completion of the Acquisition
"Consideration Shares" the new Ordinary Shares to be issued
by the Company to SIMEC as consideration
for the mutual covenants given in
the Sale and Purchase Agreement and
the Seller agreeing to transfer the
shares of SIMEC GHR to the Buyer,
being such number as will result in
SIMEC retaining an interest in 49.99
per cent of the Enlarged Share Capital
"CREST" the computerised settlement system,
facilitating the paperless settlement
of trades and the holding of uncertificated
shares administered by Euroclear UK
& Ireland Limited, the operator of
CREST
"Depositary" Link Market Services Trustees Limited
(No. 02729260) of The Registry, 34
Beckenham Road, Beckenham, Kent BR3
4TU
"Depositary Interests" dematerialised interests representing
underlying Ordinary Shares in the
ratio of 1:1, that can be settled
electronically through and held in
CREST, as issued by the Depositary
or its nominees who hold the underlying
securities on trust
"Directors" the current directors of the Company
including the Independent Directors
and the SIMEC Nominated Directors
"Enlarged Share Capital" the enlarged share capital of the
Company upon Admission, comprising
the Ordinary Shares in issue at the
date of Admission, the Placing Shares,
the PrimaryBid Shares and the Consideration
Shares
"EU" the European Union
"Evercore" Evercore Partners International LLP,
acting as financial adviser to the
Company
"Financial Conduct Authority" the Financial Conduct Authority of
or "FCA" the United Kingdom
"FSMA" the UK Financial Services and Markets
Act 2000 (as amended) including any
regulations made pursuant thereto
"GFG Alliance" the alliance between Parduman Gupta
and Sanjeev Gupta and each of their
associated companies
"Group" the Company and its subsidiary undertakings
as at the date of this document
"Independent Directors" the current directors of the Company
other than the SIMEC Nominated Directors,
such Independent Directors of the
Company comprising John Neill (Non-Executive
Chairman), Tim Cornelius (Chief Executive
Officer), Andrew Dagley (Chief Financial
Officer), John Woodley (Non-Executive
Director) and Ian Wakelin (Non-Executive
Director)
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company
"Outgoing Facilities Agreements" the facilities agreements entered
into between Wyelands and certain
companies indirectly controlled by
the Seller on or around 27 September
2018
"Placee" a person subscribing for Placing Shares
under the Placing at the Placing Price
"Placing" the proposed placing of up to 31,250,000
new Ordinary Shares at the Placing
Price pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement between
Cantor Fitzgerald Europe and the Company
dated 28 March 2019
"Placing Price" 16 pence per Placing Share and PrimaryBid
Share (as the case may be)
"Placing Shares" up to 31,250,000 new Ordinary Shares
to be issued (whether in certificated
form or represented by Depositary
Interests) by the Company to Placees
pursuant to the Placing Agreement
"PrimaryBid" PrimaryBid Limited (registered number
08092575) which is authorised and
regulated by the FCA with register
number 779021
"PrimaryBid Offer" the offer of PrimaryBid Shares made
to retail and other investors on the
PrimaryBid platform
"PrimaryBid Shares" new Ordinary Shares to be issued in
connection with the PrimaryBid Offer
"Prospectus Directive" Directive 2003/71/EC (and amendments
thereto including 2010 PD Amending
Directive), including any relevant
amending implementing measures in
each member state of the European
Economic Area that has implemented
Directive 2003/71/EC
"Prospectus Rules" the rules published by the FCA under
FSMA governing the publication of
a prospectus, as derived from the
Prospectus Directive
"Regulatory Information a regulatory information service authorised
Service" by the London Stock Exchange to receive,
process and disseminate information
in respect of AIM quoted companies
"Relationship Agreement" the relationship agreement between
the Company and SIMEC dated 21 May
2018 in respect of the Company
"Reorganisation" a corporate reorganisation of SIMEC
GHR to take place immediately prior
to Completion
"Restricted Jurisdiction(s)" any non-EEA jurisdiction where local
laws or regulations may result in
a significant risk of civil, regulatory
or criminal sanction if information
concerning the matters described in
this announcement including the Placing
and the Acquisition is sent or made
available to persons in that jurisdiction
"Sale and Purchase Agreement" the conditional agreement between
the Buyer, the Seller and SIMEC Group
dated 23 November 2018 in relation
to the Acquisition as amended by a
further agreement dated 28 March 2019
"Seller" SIMEC GHR Acquisitions TopCo Limited,
a company incorporated in the United
Kingdom
"Shareholders" holders of Ordinary Shares from time
to time
"SIMEC" SIMEC UK Energy Holdings Limited,
a company incorporated in the British
Virgin Islands with company number
1801240
"SIMEC Green Highland Renewables" SIMEC GHR Acquisitions MidCo Limited,
or "SIMEC GHR" a company incorporated in the United
Kingdom (which shall, where the context
requires, include its subsidiaries
at Completion)
"SIMEC Group" SIMEC Group Limited, a company incorporated
in Hong Kong with company number 1651874
"SIMEC Nominated Directors" the current directors of the Company
nominated by SIMEC, such SIMEC Nominated
Directors comprising Mark Elborne
(Non-Executive Director and SIMEC
nominee) and Jay Hambro (Non-Executive
Director and SIMEC nominee)
"SUP" or "SIMEC Uskmouth SIMEC Uskmouth Power Limited, a company
Power" incorporated in the United Kingdom
with company number 05104786
"UK Listing Authority" or the FCA acting in its capacity as
"UKLA" the competent authority for the purposes
of Part VI of FSMA
"uncertificated" or "uncertificated recorded on the relevant register
form" 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
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "United the United States of America, its
States of America" or "US" territories and possessions, any state
of the United States of America and
the District of Columbia and all other
areas subject to its jurisdiction
"US Securities Act" the United States Securities Acts
of 1933, as amended, and the rules
and regulations promulgated thereunder
"Uskmouth Power Station" the power station owned by SUP at
Uskmouth in South Wales
"Wyelands" Wyelands Bank Plc a member of the
GFG Alliance
The following technical terms apply throughout this announcement
unless the context requires otherwise:
"EPC" engineering, procurement and construction
"FEED" front end engineering and design
"FiT" feed in tariff
"GWh" gigawatt hour
"MW" megawatts
"MWh" megawatt hour
"P50" 50 per cent. probability of output
exceeding estimate
"RPI" retail price index
APPIX
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY THE
BOOKRUNNER WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE
2.1(E) OF THE PROSPECTUS DIRECTIVE, AS AMED; OR (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 FPO OR WHO
OTHERWISE FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
FSMA OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the US Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S. Persons receiving this announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing.
This announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction in
which such offer or solicitation is or may be unlawful including,
without limitation, the Restricted Jurisdictions. This announcement
and the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Bookrunner, or any
of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
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 action.
Any indication in this announcement of the price at which the
Company's Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
By participating in the Placing, each Placee by making or
accepting an oral offer to subscribe and/or purchase Placing Shares
is deemed to have read and understood this announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, indemnities, undertakings, agreements
and acknowledgements contained in this Appendix.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
the Bookrunner. Pursuant to the Placing Agreement, the Bookrunner
has, subject to the terms set out in such agreement, agreed to use
its reasonable endeavours, as agent of the Company, to procure
Placees for the Placing Shares. The Bookrunner will today commence
an accelerated bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees at the Placing Price. This Appendix gives details of the
terms and conditions of, and the mechanics for participation in,
the Placing. No commissions will be paid to Placees in respect of
any Placing Shares.
It is expected that the Placing will raise up to GBP5 million in
gross proceeds at the Placing Price with up to 31,250,000 Placing
Shares expected to be placed. The Placing is not being underwritten
by Cantor Fitzgerald Europe or any other person. The number of
Placing Shares will be determined following completion of the
Bookbuild as set out in this announcement.
The Placing Shares will, when issued, be subject to the Articles
of Association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
Ordinary Shares in the capital of the Company as well as the
PrimaryBid Shares and the Consideration Shares, including the right
to receive all dividends and other distributions declared, made or
paid in respect of such shares after the date of issue.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies. Admission
is expected to become effective on or around 4 April 2019 (or such
later date as the Bookrunner may agree with the Company, not being
later than 5.00 p.m. on 12 April 2019) and dealings in the Placing
Shares will commence on the same day.
Participation in, and principal terms of the Placing
1. The Bookrunner is acting as agent of and exclusively for the
Company in connection with the Placing on the terms and subject to
the conditions of the Placing Agreement. Accordingly, Cantor
Fitzgerald is acting for no one else in connection with the matters
referred to in this announcement and it will not be responsible to
anyone other than the Company for providing protections afforded to
customers of Cantor Fitzgerald or for providing any advice in
relation to the matters described in this announcement.
2. Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and any of its affiliates are entitled
to enter bids in the Bookbuild as principal.
3. The price per Placing Share is a price of 16 pence and is
payable to the Bookrunner (as agent for the Company) by all
Placees. The Bookbuild will establish the number of Placing Shares
to be issued at the Placing Price, which will be agreed between the
Bookrunner and the Company following completion of the
Bookbuild.
4. The timing of the closing of the Bookbuild will be determined
by the Bookrunner in its absolute discretion and shall then be
announced on a Regulatory Information Service as soon as is
practicable following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Cantor Fitzgerald Europe. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe
for. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 10 below.
6. The Bookbuild is expected to close no later than 12 noon
tomorrow but may be closed earlier or later at the discretion of
the Bookrunner. The Bookrunner 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 absolute
discretion.
7. Each Placee's allocation will be determined by the Bookrunner
in its absolute discretion following consultation with the
Company.
8. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner following the close of the Bookbuild
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The Bookrunner's oral or emailed
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Bookrunner and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the
Company's Articles of Association.
9. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
10. Subject to paragraphs 4 and 5 above, the Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. The Bookrunner may also, notwithstanding
paragraphs 4 and 5 above, but subject to the prior consent of the
Company, allocate the Placing Shares after the time of any initial
allocation to any person submitting a bid after time.
11. Each Placee's allocation and commitment to subscribe for
Placing Shares 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
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Bookrunner as agent for the
Company, to pay to the Bookrunner (or as the Bookrunner may direct)
in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to
subscribe and the Company has agreed to allot and issue to that
Placee.
13. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner 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.
14. Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing 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".
15. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Rights to terminate the Placing".
16. By participating in the Bookbuild, each Placee will agree
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.
17. To the fullest extent permissible by law, neither: (a) the
Bookrunner (b) any of its affiliates, agents, directors, officers,
consultants or employees nor (c) to the extent not contained within
(a) or (b) any person connected with the Bookrunner as defined in
FSMA ((b) and (c) being together "Affiliates" and individually an
"Affiliate" of the Bookrunner) shall have any 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 the Bookrunner nor any of its
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Bookrunner and the Company may
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 obligations of the Bookrunner under the Placing Agreement
are conditional, inter alia, on:
1. the publication by the Company of, among other announcements,
the results of the Placing by means of a Regulatory Information
Service;
2. the performance by the Company of its obligations under the
Placing Agreement, to the extent that they fall to be performed
prior to Admission;
3. the Placing Agreement having become unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated in accordance with its terms; and
4. Admission becoming effective at 8.00 a.m. on 4 April 2019 or
such later time and date as the Company and the Bookrunner may
agree (but in any event not later than 5.00 p.m. on 12 April
2019).
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Bookrunner) by
the relevant time or date specified in the Placing Agreement, or
(b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse. Accordingly each Placee's
rights and obligations hereunder shall cease and determine at such
time and no claim may be made by a Placee in respect thereof.
Neither the Company, nor the Bookrunner nor any of its Affiliates
shall have any liability to any Placees (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or to terminate the Placing Agreement.
The Bookrunner may waive compliance by the Company with certain
of the conditions in the Placing Agreement. Any such extension or
waiver under the Placing Agreement will not affect Placees'
commitments as set out in this announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate the
Placing" and will not be capable of rescission or termination by
the Placee.
Rights to terminate the Placing
The Bookrunner may in its absolute discretion (but acting in
good faith) at any time before Admission, terminate its obligations
under the Placing Agreement by giving notice to the Company if
inter alia the Bookrunner becomes aware that:
1. any of the warranties given by the Company in the Placing
Agreement was untrue, inaccurate or misleading when given or deemed
given;
2. the Company is in material breach of its obligations under
applicable law or regulations;
3. there has occurred an event or omission which materially and
adversely affects the financial position and/or prospects of the
Group; or
4. there is an event of force majeure (as set out in the Placing
Agreement) which in the judgement of the Bookrunner (acting in good
faith) will be likely to prejudice the success of the Placing,
dealings in Ordinary Shares in the secondary market, or which makes
it, in the judgment of the Bookrunner (acting in good faith)
impracticable or inadvisable to proceed with the Placing.
The rights and obligations of the Placees will not be subject to
termination by Placees at any time or in any circumstance. By
participating in the Placing, each Placee agrees with the
Bookrunner that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner (acting in good
faith) and that the Bookrunner will not need to make any reference
to the Placees in this regard and that to the fullest extent
permitted by law the Bookrunner shall not have any liability
whatsoever to the Placees in connection with any such exercise.
This announcement
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or in any other jurisdiction. No prospectus
has been or will be submitted to be approved by the FCA in relation
to the Placing, and Placees' commitments will be made solely on the
basis of the information contained in this announcement (including
this Appendix) and any information publicly announced through a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this announcement. Each Placee, by accepting a
participation in the Placing, agrees that the contents of this
announcement are 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 Bookrunner or any other person and
neither the Bookrunner nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Bookrunner, the Company, or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Bookrunner are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
SG9999011118) following Admission will take place within the CREST
system, subject to certain exceptions. It is expected that
settlement will be on 4 April 2019. The Bookrunner reserves the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means that it deems necessary, if delivery
or settlement is not possible or 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.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Bookrunner in accordance with the standing CREST
settlement instructions which they have in place with the
Bookrunner.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note in accordance with the
standing arrangements with the Bookrunner stating the number of
Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by such Placee to the Bookrunner (in GBP) and
settlement instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Bookrunner's receipt of payment
in full for such Placing Shares by the relevant time to be stated
in the written confirmation referred to above, or by such later
time and date as the Bookrunner and the Company may in their
absolute discretion determine, or otherwise in accordance with that
confirmation's terms.
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 the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations in relation to the Placing Shares: (i) the
Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it
may have to issue any such Placing Shares to such Placee or at its
direction which are then unissued; (ii) the Company may exercise
all rights of lien, forfeiture and set-off over and in respect of
any Placing Shares to the fullest extent permitted under the
Articles of Association of the Company or otherwise by law and to
the extent that such Placee then has any interest in or rights in
respect of any Placing Shares; (iii) the Company or the Bookrunner
may sell (and both of them is irrevocably authorised by such Placee
to do so) all or any Placing Shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the
Company or, where applicable, the Bookrunner (a) any amount up to
the total amount due to it as, or in respect of, subscription
monies, or as interest on such monies, for any Placing Shares, (b)
any amount required to cover any stamp duty or stamp duty reserve
tax (together with any interest or penalties) arising on the sale
of such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company (and to the Bookrunner as
applicable) for the full amount of any losses and of any costs
which it may suffer or incur as a result of it (a) not receiving
payment in full for such Placing Shares by the required time,
and/or (b) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms actually obtained for such
sale by or for it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation or contract note is copied and delivered immediately
to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue or sale of the Placing Shares, neither the Bookrunner 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, Warranties and Indemnities
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Bookrunner (for themselves
and on behalf of the Company):
1. that it has read and understood this announcement, including
the Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Cantor Fitzgerald Europe of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of Cantor Fitzgerald Europe and Cantor Fitzgerald Europe
need not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against Cantor Fitzgerald Europe or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Bookrunner and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this announcement. Each Placee agrees that neither the Company
nor the Bookrunner nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Sourcebook,
and that the Bookrunner is not acting for it or its clients, and
that the Bookrunner will not be responsible for providing the
protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described
herein;
7. that it is: (i) unless otherwise agreed in writing with the
Bookrunner, located outside the United States and is not a US
person as defined in Regulation S and is subscribing for the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the US Securities Act;
8. that the Placing Shares have not been and will not be
registered under the US Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
9. that, unless specifically agreed with the Bookrunner, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
10. that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
13. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the
Bookrunner or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
15. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Bookrunner;
16. that it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
17. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the FPO; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the FPO; or (c) a person to whom it is
otherwise lawful for this announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
18. that, unless otherwise agreed by the Bookrunner, it is a
qualified investor (as defined in section 86(7) of the FSMA;
19. that, unless otherwise agreed by the Bookrunner, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
20. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
21. that any money held in an account with the Bookrunner on its
behalf and/or any person acting on its behalf will not be treated
as client money within the meaning of the rules and regulations of
the FCA. Each Placee further acknowledges that the money will not
be subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from the
Bookrunner's money in accordance with such client money rules and
will be used by the Bookrunner in the course of its own business
and each Placee will rank only as a general creditor of the
Bookrunner;
22. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Articles of Association of
the Company;
23. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
24. that it is not relying on any representations or warranties
or agreements by the Company, the Bookrunner or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this Appendix;
25. it acknowledges that the contents of this announcement,
including the Appendix, is exclusively the responsibility of the
Company, and that neither Cantor Fitzgerald not any of its
affiliates or any person acting on behalf of any of them has or
shall have any liability for any information, representation or
statement contained in this announcement or any information
previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this announcement and any information
publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of 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 representations, warranties or statements made by either
Cantor Fitzgerald or the Company, or, if received, it has not
relied upon any such information, representations, warranties or
statements (including any management presentation that may have
been received by any prospective Placee) and neither Cantor
Fitzgerald nor the Company will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it
will not rely on any investigation that Cantor Fitzgerald, its
affiliates or any person acting on behalf of any of them has or may
have conducted;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
27. that it appoints irrevocably any director of the Bookrunner
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
28. that, as far as it is aware it is not acting in concert
(within the meaning given in the Singapore Code on Takeovers and
Mergers issued by the Monetary Authority of Singapore) with any
other person in relation to the Company;
29. that this announcement does not constitute a securities
recommendation or financial product advice and that neither the
Bookrunner nor the Company has considered its particular
objectives, financial situation and needs;
30. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
31. that it will indemnify and hold the Company and the
Bookrunner and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Bookrunner 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 Bookrunner, and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this announcement
(including this Appendix) are given to the Bookrunner for itself
and on behalf of the Company and will survive completion of the
Placing and Admission;
32. that time shall be of the essence as regards obligations pursuant to this Appendix;
33. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Bookrunner to provide any legal, tax or other advice
to it;
34. that all dates and times in this announcement (including
this Appendix) may be subject to amendment and that Cantor
Fitzgerald Europe shall notify it of such amendments;
35. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which the Bookrunner may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as the Bookrunner may decide in its absolute
discretion;
36. that if it has received any inside information (as defined
in MAR) about the Company in advance of the Placing, it
acknowledges that is has received such information within the
market soundings regime provided for under Article II of MAR and
associated delegated legislation and it has not disclosed or dealt
on the basis of that information prior to it being made publicly
available;
37. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Rules made by the FCA pursuant to Commission Regulation
(EC) No. 809/2004;
38. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
39. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares, together with any interest
chargeable thereon, may be taken by the Company or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange;
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 Cantor Fitzgerald Europe;
41. that the Bookrunner owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement; and
42. that the Bookrunner or any of its respective affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
The Company, the Bookrunner and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Bookrunner for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Bookrunner.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cantor Fitzgerald does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Bookrunner will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, and the Bookrunner in the event that any of
the Company and/or the Bookrunner has incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunner
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
All times and dates in this announcement (including this
Appendix) may be subject to amendment. The Bookrunner shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZMGZFVRNGLZM
(END) Dow Jones Newswires
March 28, 2019 12:30 ET (16:30 GMT)
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