TIDMSRX
RNS Number : 1433V
Sierra Rutile Limited
14 April 2016
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Neither this announcement nor any part of it constitutes an
offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire any new ordinary shares of
Sierra Rutile Limited in any jurisdiction in which any such offer
or solicitation would be unlawful.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, and may not be offered or sold
within the United States except in accordance with Regulation S of
the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act.
Sierra Rutile Limited
Successful placing of $20.0 million in new equity
London, UK, 14 April 2016: Sierra Rutile Limited (AIM: SRX)
("Sierra Rutile" or the "Company") is pleased to announce that it
has successfully raised $20.0 million (GBP14.0 million)(1) by way
of a placing of 70,052,539 new Ordinary Shares with both new and
existing institutional investors (the "Placing"). The Placing was
oversubscribed. The net proceeds of the Placing will be used to
provide additional working capital and financial flexibility, to
enable the Company to continue to implement its strategy of
increasing production through expansion of its dry mining
operations in a way that aligns production with anticipated
customer demand.
Highlights
-- Placing of 70,052,539 new Ordinary Shares (the "Placing
Shares") at a price of 20.0 pence per share (the "Placing Price")
raising gross proceeds of $20.0 million.
-- The Placing Shares represent 11.8 per cent. of the enlarged
issued share capital of the Company following admission of the
Placing Shares to trading on AIM ("Admission").
-- The Placing Price of 20.0 pence represents a discount of 10.1
per cent. to the closing mid-market 5 day VWAP, a discount of 6.0
per cent. to the closing mid-market 10 day VWAP and a discount of
5.4 per cent. to the closing mid-market 20 day VWAP.
-- The net proceeds of the Placing will be used to provide
additional working capital and financial flexibility to enable the
Company to continue to implement its strategy of increasing
production through expansion of its dry mining operations in a way
that aligns production with anticipated customer demand.
-- Pala Minerals Limited ("Pala") who currently hold 56.36% of
the Company's issued share capital have committed to subscribe for
23,750,000 Placing Shares in the Placing.
-- The Company has also granted an option to the Bookrunners to
issue up to an additional 3,502,627 new ordinary shares at the
Placing Price (being equal to up to 5% of the Placing Shares and
therefore raising up to an additional $1.0 million, if exercised)
on the same terms and conditions as the Placing in order to satisfy
additional demand in the event that requests to participate in the
Placing from institutional and certain other investors are received
following this announcement (the "Bookrunner Option").
-- Investec Bank plc ("Investec"), Numis Securities Limited
("Numis") and RBC Europe Limited ("RBC") are acting as Joint
Bookrunners (together the "Bookrunners") in relation to the Placing
and Investec is Nominated Adviser.
John Sisay, CEO of the Company, said: "We are pleased with the
strong investor support for our oversubscribed share placing, which
strengthens our balance sheet as we look to continue to implement
our strategy of increasing our production profile through the
expansion of our dry mining operations in a way that aligns
production with anticipated customer demand for our product. We
would like to thank our existing cornerstone shareholders for their
continued support, as well as welcome new institutional
shareholders onto the register at what is an exciting time for the
company. We believe that we are well positioned to execute on our
market led strategy and feel confident that the market dynamics for
Rutile bode well for pricing towards the end of this year and
beyond."
(1) Exchange rate of 1.4275 USD:GBP at close 12 April 2016
For Further Information:
Sierra Rutile Limited
John Sisay, Chief Executive
Officer
Matthew Hird, Chief Financial +44 (0)20
Officer 7074 1800
Investec Bank
Nominated Adviser and
Joint Corporate Broker
Chris Sim / George Price +44 (0)20
/ Jeremy Ellis 7597 4000
Numis Securities Limited
Joint Corporate Broker
John Prior / James Black +44 (0)20
/ Paul Gillam 7260 1000
RBC Capital Markets
Joint Corporate Broker +44 (0)20
Jonny Hardy / Elliot Thomas 7653 4000
Kreab
Marc Cohen / Christina +44 (0)20
Clark 7074 1800
About Sierra Rutile Limited
Sierra Rutile is a leading, multi-mine mineral sands company,
operating world-class assets and developing a portfolio of growth
projects in the south west of Sierra Leone, with its primary
commodity mined being natural rutile, a titanium feedstock. The
Company has an established operating history spanning approximately
50 years and a resource mine life of another 50 years with one of
largest natural rutile deposits in the world and a JORC-Compliant
Mineral Resource for measured, indicated and inferred resources for
the Sierra Rutile mine of over 866 million tonnes (as at 30
September 2015). Sierra Rutile expects to be the world's largest
primary producer of natural rutile in 2016.
www.sierra-rutile.com
Placing to raise $20.0 million
Background to and reasons for the Placing
As highlighted in the results announcement on 31 March 2016,
Sierra Rutile achieved a major milestone in 2015 achieving record
annual production of 126,021 tonnes of rutile, an increase of 10%
over the prior year, and increased EBITDA by 9% to $16.1m (2014:
$14.8m).
The Directors believe that demand from the Company's existing
customer base continues to remain firm and, as a result, the
Company will focus on a market-led business model where production
is aligned to customer demand. The Company expects rutile
production for 2016 to be between 120,000 and 135,000 tonnes with
production cash cost(2) of between $540/t and $590/t as the Gangama
dry mine project ramps up following commissioning in June 2016.
The anticipated completion of the first stage of the Gangama dry
mine in Q2 2016, followed by potential 250tph bolt-on expansions to
Gangama and the Lanti dry mines in due course, are expected to give
the Company the added flexibility to respond to increased customer
demand in a capital efficient and flexible manner.
It is expected that the proceeds of the Placing of approximately
$18.8 million net of expenses (assuming no exercise of the
Bookrunner Option), will be used to provide additional working
capital and financial flexibility to enable the Company to continue
to implement its strategy of increasing production through
expansion of its dry mining operations, in a way that aligns
production with anticipated customer demand.
The Company has a $20 million Working Capital Facility and a $15
million Standby Facility with Nedbank Limited, both of which are
for a term until 30 May 2017. The Working Capital Facility was
fully drawn as at 31 December 2015, whilst the Standby Facility
remained undrawn at the year end. The Company also has a drawn
balance of $9 million as at 31 December 2015 under its Senior Loan
Facility with Nedbank which is designated for the construction of
the Gangama dry mine. In addition, the Company has a $22m million
loan from the Government of Sierra Leone. The first repayment under
the Senior Loan Facility and the next repayment for the loan from
the Government of Sierra Leone are due in Q4 2016.
Following the Placing, the Company will explore refinancing its
existing banking facilities with a view to putting in place longer
term and more flexible banking arrangements which are better suited
to the development profile of the Company's business. In the
absence of renewing or refinancing its existing debt facilities,
the Company would need to seek alternative funding arrangements in
order to fund further expansion projects.
(2) Production Cash Cost calculated as total direct costs of
sales less depreciation, amortisation, inventory write-offs,
freight costs and change in value of finished goods inventory
divided by tonnes of rutile produced.
Q1 2016 Operational Update
In conjunction with the Placing, Sierra Rutile is pleased to
provide an operational update on the first quarter of 2016 ("Q1
2016").
-- 26,779 tonnes of rutile produced for Q1 2016
o 15% increase in rutile production from Q1 2015 (Q1 2015:
23,342 tonnes)
o Q1 seasonally lower than other quarters in keeping with prior
years
-- Gangama Dry Mine construction remains within budget and on-schedule
o $28 million of project expenditure incurred to 31 March
2016
o 91% of construction complete
o Expected commissioning of Gangama in June 2016
-- In excess of 90% of 2016 maximum targeted volumes remain committed
-- Reaffirms full-year guidance released with audited preliminary results on 31 March 2016
o Rutile production of between 120,000 and 135,000 tonnes
-- Higher weighting in H2 2016 with the commissioning of
Gangama
o Production cash cost of between $540/t and $590/t
Related Party Transaction
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April 14, 2016 02:00 ET (06:00 GMT)
Pala Minerals Limited ("Pala") who currently hold 56.36% of the
Company's issued share capital have committed to subscribe for
23,750,000 Shares in the Placing (the "Subscription"). Given the
current shareholding of Pala, the Subscription will, for the
purposes of AIM Rule 13, constitute a "Related Party Transaction".
The Company's directors (excluding Pala's Board representatives,
Stephen Gill and Philip Day) consider, having consulted with its
Nominated Adviser, Investec, that the terms of the Subscription are
fair and reasonable insofar as its shareholders are concerned.
Details of the Placing Agreement
The Company and the Bookrunners have entered into a placing
agreement (the "Placing Agreement") pursuant to which the
Bookrunners have agreed, in accordance with its terms, to use their
reasonable endeavours to procure subscribers on behalf of the
Company for the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the
Company to the Bookrunners as to matters relating to the Company
and its business and a customary indemnity given by the Company to
the Bookrunners in respect of liabilities arising out of or in
connection with the Placing. The Bookrunners are entitled to
terminate the Placing Agreement in certain circumstances prior to
admission of the Placing Shares, including circumstances where any
of the warranties are found not to be true or accurate or were
misleading and upon the occurrence of certain other events.
The Placing is conditional, inter alia, on:
-- the relevant customary conditions in the Placing Agreement
being satisfied or (if applicable) waived and the Placing Agreement
not having been terminated in accordance with its terms prior to
Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 19
April 2016 (or such later time and/or as the Bookrunners and the
Company may agree, being not later than 8.30 a.m. on 28 April
2016).
The Company has also granted the Bookrunner Option to the
Bookrunners under the Placing Agreement in order to enable the
Bookrunners to place up to an additional 3,502,627 Ordinary Shares,
equivalent to up to 5% of the Placing Shares, in the event that
further requests to participate in the Placing from institutional
and certain other investors are received.
The Bookrunner Option is exercisable at the discretion of the
Bookrunners on one or more occasions at any time prior to 4.30 p.m.
on 15 April 2016. Any Ordinary Shares issued pursuant to the
exercise of the Bookrunner Option will be issued at the Placing
Price and on the terms and conditions set out in the Appendix to
this announcement, which are substantially the same terms and
conditions as those applicable to the issue of the Placing Shares.
The Bookrunner Option may be exercised by the Bookrunners at their
discretion, with the agreement of the Company, but there is no
obligation on the Bookrunners to exercise the Bookrunner Option or
to seek to procure subscribers for Ordinary Shares pursuant to the
Bookrunner Option. The net proceeds received by the Company
pursuant to the exercise of the Bookrunner Option (if any), being a
maximum of $1.0 million gross, will be used for general corporate
purposes.
The maximum number of new Ordinary Shares that may be issued
pursuant to the exercise of the Bookrunner Option is 3,502,627, and
therefore the maximum number of Ordinary Shares (including Ordinary
Shares issued pursuant to exercise of the Bookrunner Option) that
may be issued pursuant to the Placing is 73,555,166.
The Placing Shares will represent, in aggregate, approximately
11.8 per cent. of the enlarged issued share capital of the Company
following the Placing. The Placing Shares together with Ordinary
Shares issued upon exercise of the Bookrunner Option (assuming that
the Bookrunner Option is exercised in full) would represent, in
aggregate, approximately 12.3 per cent. of the enlarged issued
share capital of the Company following the Placing and the exercise
in full of the Bookrunner Option. The Placing Shares and all
Ordinary Shares issued upon exercise of the Bookrunner Option will
be issued credited as fully paid and will, upon issue, rank pari
passu in all respects with the Ordinary Shares then in issue,
including all rights to receive all dividends and other
distributions declared, made or paid following Admission of such
Ordinary Shares. Neither the Placing Shares nor the Ordinary Shares
that may be issued under the Bookrunner Option are being made
available to the public or being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing is
not underwritten by the Bookrunners or any other person.
Application will be made to the London Stock Exchange for
Admission of the Placing Shares, and it is expected that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on 19 April
2016.
If the Bookrunner Option is exercised, application will be made
to the London Stock Exchange for Admission of the Ordinary Shares
to be issued upon exercise of the Bookrunner Option and it is
expected that dealings in such Ordinary Shares would commence on
AIM at 8.00 a.m. on 19 April 2016.
Expected Timetable of Principal Events
Announcement of the Placing 14 April 2016
Trade date for the Placing 14 April 2016
Deadline for exercise of 4.30 p.m. on 15
the Bookrunner Option April 2016
Expected date for Admission 8:00 a.m. on 19
and commencement of dealings April 2016
in the Placing Shares on
AIM
Expected date for Admission 8:00 a.m. on 19
and commencement of dealings April 2016
on AIM of the Ordinary Shares
issued upon exercise of
the Bookrunner Option (if
any)
THE APPENDIX
TERMS AND CONDITIONS OF SUBSCRIPTIONS FOR ORDINARY SHARES
UNDER THE BOOKRUNNER OPTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING PARTICIPATION
IN THE PLACING UPON EXERCISE OF THE BOOKRUNNER OPTION
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E)
OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC,
AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN
(A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
This Appendix should be read in conjunction with the definitions
set out at the end of it.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such securities.
No prospectus or admission document will be made available in
connection with the matters contained in this announcement.
Investec and RBC, both of whom are authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, together
with Numis, who is authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no-one else in
relation to the Placing (including in relation to the Bookrunner
Option), and will not be responsible to any person other than the
Company for providing the protections afforded to their clients nor
for providing advice in connection with the matters contained in
this announcement. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by any of the
Bookrunners, or by any their affiliates or agents, as to or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to, any interested party or its advisers, and any
liability therefore, or in connection therewith, is expressly
disclaimed.
Placees will be deemed to have read and understood this
announcement in its entirety and to agree to subscribe for Placing
Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that:
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April 14, 2016 02:00 ET (06:00 GMT)
(a) 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;
(b) it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion, and that the Placing Shares have not been and will not
be registered under the US Securities Act of 1933 (the "Securities
Act") and may not be offered or sold within the United States
except in accordance with Regulation S of the Securities Act
("Regulation S") or pursuant to an exemption from the registration
requirements of the Securities Act, and that it has not offered or
sold, and will not offer and sell any Placing Shares within the
United States except in accordance with Regulation S; and
(c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non--discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of RBC has been given to
each such proposed offer or resale.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that the earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
The price of Ordinary Shares and the income from them may go down
as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
Neither the 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.
Forward-Looking Statements
Certain statements included in this announcement contain
forward-looking information concerning the Company's strategy,
operations, financial performance or condition, outlook, growth
opportunities or circumstances in the sectors or markets in which
the Company operates. By their nature, forward-looking statements
involve uncertainty because they depend on future circumstances,
and relate to events, not all of which are within the Company's
control or can be predicted by the Company. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Actual results could
differ materially from those set out in the forward-looking
statements. Nothing in this announcement should be construed as a
profit forecast and no part of these results constitutes, or shall
be taken to constitute, an invitation or inducement to invest in
the Company, and must not be relied upon in any way in connection
with any investment decision. Any forward-looking statements made
herein by or on behalf of the Company speak only as of the date
they are made. Except as required by the FCA, AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Details of the Placing
Each of the Bookrunners has entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, each of the Bookrunners (as joint
bookrunners and agents for the Company) agreed to use its
respective reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price pursuant to the Bookbuild
process, as further described in this announcement and as set out
in the Placing Agreement. No element of the Placing is underwritten
by any of the Bookrunners or any other person.
Under the terms of the Placing Agreement, the Company has
granted to the Bookrunners an option (the "Bookrunner Option") to
place up to 3,502,627 additional Ordinary Shares (representing up
to 5% of the Placing Shares placed in the Bookbuild) at the Placing
Price at any time prior to 4.30 p.m om 15 April 2016.
Exercise of the Bookrunner Option must be with the agreement of
the Bookrunners and the Company and the Bookrunner Option may only
be exercised once. The Bookrunner Option is exercisable at any time
prior to 4.30 p.m. on 15 April 2016. There is no obligation on the
Bookrunners to exercise the Bookrunner Option or to seek to procure
subscribers for Ordinary Shares pursuant to the Bookrunner Option.
The maximum number of Ordinary Shares that may be issued pursuant
to the exercise of the Bookrunner Option is 3,502,627. The net
proceeds received by the Company pursuant to the exercise of the
Bookrunner Option (if any) will be used for general corporate
purposes. Any Ordinary Shares issued pursuant to the exercise of
the Bookrunner Option will be issued on the same terms and
conditions as those Placing Shares issued under the Bookbuild.
A Relevant Person who wishes to participate in the Placing
pursuant to the Bookrunner Option should contact its usual sales
contact at RBC, Investec or Numis. Allocations will be confirmed by
a conditional contract note subject to these terms and
conditions.
The Placing Shares issued upon exercise of the Bookrunner Option
will, when issued, be subject to the articles of association of the
Company, be credited as fully paid and will rank pari passu in all
respects with the Ordinary Shares of no par value each in the
capital of the Company ("Ordinary Shares") then in issue including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of Admission.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given pursuant to the exercise of the Bookrunner
Option.
Application for Admission
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Placing Shares to be issued
following exercise of the Bookrunner Option. It is expected that
Admission will become effective at 8.00 a.m. on or around 19 April
2016 and that dealings in such Placing Shares will commence at that
time (or such later date as may be agreed between the Company and
the Bookrunners, being no later than 8.30 a.m. on 28 April
2016).
Participation in, and principal terms of, the Placing under the
Bookrunner Option
1. RBC, Investec and Numis (the "Bookrunners") are acting as
joint bookrunners and agents of the Company in respect of the
Placing of the Placing Shares in the Bookbuild and pursuant to the
Bookrunner Option.
2. The exercise of the Bookrunner Option and allocation of
Placing Shares to be issued upon exercise of the Bookrunner Option
will be determined by the Bookrunners in their absolute discretion
but subject to the agreement of the Company.
3. Each prospective Placee's Placing Participation upon exercise
of the Bookrunner Option will be determined by the Bookrunners and
the Company in their absolute discretion and confirmed orally
and/or via written correspondence by the Bookrunners as agents of
the Company. That oral and/or written confirmation will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Placing Price and subject to
the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association.
4. The Company and the Bookrunners reserve the right to scale
back the number of Placing Shares to be subscribed by any Placee in
the event of an oversubscription. The Bookrunners also reserve the
right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
5. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunners as agents of the
Company, to pay in cleared funds immediately on the settlement date
in accordance with the Registration and Settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Shares that such Placee has agreed to acquire
in connection with the Placing, conditional upon Admission of such
Placing Shares becoming effective.
6. Any subscription for Ordinary Shares upon exercise of the
Bookrunner Option 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 each of the
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted.
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7. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all Placing Shares to be
acquired pursuant to the exercise of the Bookrunner Option will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8. Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in this Appendix, and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix.
9. Completion of the Placing will be subject to the 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 "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in all respects or is terminated, the Placing will not proceed and
all funds delivered by you to the Bookrunners in respect of your
Placing Participation will be returned to you at your risk without
interest.
10. By participating in the Placing, 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.
11. To the fullest extent permissible by law, neither (i) the
Bookrunners, (ii) any of their directors, officers, employees or
consultants, nor (iii) to the extent not contained in (i) or (ii),
any person connected with the Bookrunners as defined in the FCA
Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Bookrunners nor any of their
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunners' exercise or non-exercise of the Bookrunner Option or
of such alternative method of effecting the Placing as the
Bookrunners and the Company may agree. Nothing in this Appendix or
the announcement shall limit the liability of the Bookrunners or
any of their affiliates for fraudulent misrepresentation.
Conditions of the issue of Ordinary Shares upon exercise of the
Bookrunner Option
The issue of Ordinary Shares upon exercise of the Bookrunner
Option is conditional on, inter alia:
(a) the Company issuing, conditional upon Admission, the Placing
Shares to be issued upon exercise of the Bookrunner Option in
accordance with the Placing Agreement; and
(b) Admission taking place not later than 8.00 a.m. (London
time) on 19 April 2016 or such later date as the Company and the
Bookrunners may otherwise agree (not being later than 8.30 a.m. on
28 April 2016).
If (i) any of the conditions contained in the Placing Agreement
have not been fulfilled or (where permitted under law) waived by
the Bookrunners by the respective time or date where specified (or
such later time or date as the Company and the Bookrunners may
agree), (ii) any of such conditions becomes incapable of being
satisfied, or (iii) the Placing Agreement is terminated, the
Placing will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by it in respect thereof.
The Bookrunners may, in their absolute discretion and upon such
terms as they think fit, waive fulfilment, in whole or in part, of
compliance by the Company with certain of the conditions in the
Placing Agreement (to the extent permitted by law or regulations).
Any such waiver will not affect Placees' commitments as set out in
this announcement.
None of the Bookrunners, the Company or any other person shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunners and the Company.
Termination of the Placing
The Bookrunners are entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company if,
inter alia:
(a) any of the warranties given by the Company in the Placing
Agreement is untrue, inaccurate or misleading to an extent material
in the context of the Placing; or
(b) the Company fails, to an extent material in the context of
the Placing, to comply with any of its obligations under the
Placing Agreement; or
(c) it comes to the notice of the Bookrunners that any statement
contained in this announcement (or the 2015 preliminary results
presentation published by the Company on 31 March 2016) has become
untrue, incorrect or misleading in any respect which the
Bookrunners consider to be material in the context of the Placing
or that any matter which the Bookrunners consider to be material in
the context of the Placing has arisen which would, if the Placing
were made at that time, constitute a material omission therefrom;
or
(d) any Material Adverse Change has occurred since the date of the Placing Agreement; or
(e) any material adverse change in financial markets; (ii) any
outbreak or escalation of hostilities or other crisis affecting
Sierra Leone or the UK; (iii) any suspension or termination of
trading in the Ordinary Shares or AIM generally; (iv) any actual or
perspective change in the tax regime which would materially affect
the Group; or (v) a banking moratorium in the UK or
internationally.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Bookrunners of any right of termination or by the
Bookrunners of any other discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunners, as the
case may be, and that the Bookrunners need not make any reference
to Placees and that the Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Prospectus and Limitation of Liability
The Placing Shares will not be offered in such a way as to
require a prospectus to be published in the UK. No offering
document or 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) (the "Information"), and
their own assessment of the Company, the Placing Shares and the
Placing based on information previously published by the Company by
notification to a Regulatory Information Service, and subject to
the further terms set forth in the contract note to be provided to
individual prospective Placees.
No representation or warranty, express or implied, is or will be
made by the Bookrunners in relation to, and no representation or
liability is or will be accepted by any of the Bookrunners, or by
any of their affiliates or agent, as to or in relation to, the
accuracy or completeness of any such information.
Each Placee, by accepting a participation in the Placing, agrees
that the Information is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, the Bookrunners or any other person
and neither the Company, the Bookrunners 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. No
warranty or representation, express or implied, is given by the
Company, the Bookrunners or any other person in respect of any such
information. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in book-entry form if, in the Bookrunners' reasonable
opinion, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
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Each Placee allocated Placing Shares upon exercise of the
Bookrunner Option will be sent a contract note stating the number
of Placing Shares to be allocated to it. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or book-entry
settlement instructions that it has in place with Numis. Where
there are no such arrangements with Numis, Placees will be provided
with alternative settlement arrangements with an alternative
Bookrunner.
CREST participant ID of
Numis: 600
--------------------------------- ----------------------
Trade date: 15 April 2016
--------------------------------- ----------------------
Settlement date: 19 April 2016
--------------------------------- ----------------------
ISIN code for the Placing VGG812641063
Shares:
--------------------------------- ----------------------
Deadline for input instructions 9.00 a.m. on 18 April
into CREST: 2016
--------------------------------- ----------------------
The Company will deliver the Placing Shares to a CREST account
operated by Numis (or other relevant Bookrunner) as agent for the
Company and Numis (or other relevant Bookrunner) will enter its
respective delivery (DEL) instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that
Placee against payment.
It is expected that settlement will be on or around 19 April
2016, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunners.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing pursuant to the Bookrunner
Option each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunners (in
their capacity as bookrunner and agent of the Company) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
1. that it has read and understood this announcement, including
this Appendix, in its entirety;
2. that the exercise by the Bookrunners of any right of
termination or any right of waiver exercisable by the Bookrunners
contained in the Placing Agreement including, without limitation,
the right to terminate the Placing Agreement, is within the
absolute discretion of the Bookrunners and neither the Bookrunners
nor the Company will have any liability to any Placee whatsoever in
connection with any decision to exercise or not exercise any such
rights;
3. that if (i) any of the conditions in the Placing Agreement
are not satisfied (or, where relevant, waived), or (ii) the Placing
Agreement is terminated, or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
lapse and each Placees' rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
4. that no offering document or prospectus has been, or will be,
prepared in connection with the Placing or any issue of Ordinary
Shares pursuant to the Bookrunner Option and that it has not
received a prospectus or other offering document in connection
therewith;
5. that the Ordinary Shares are (and the Placing Shares will be)
listed on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of AIM and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other AIM listed company, without undue difficulty;
6. that neither the Bookrunners, the Company nor any of their
affiliates nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares, the Company or any other person other than the
Information provided by the Company, nor has it requested the
Bookrunners, the Company nor any of their affiliates or any person
acting on behalf of any of them to provide it with any such
information;
7. that (i) it is not and, if different, the beneficial owner of
the Placing Shares is not and at the time the Placing Shares are
acquired will not be a resident of, or within, the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan, and (ii) that the Placing Shares have not been
and will not be registered under the securities legislation of the
United States, Canada, Australia, the Republic of South Africa, the
Republic of Ireland or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
8. that the content of the Information and this announcement is
exclusively the responsibility of the Company and that neither the
Bookrunners nor their affiliates nor any person acting on its or
their behalf has or shall have any liability for the Information,
any information, representation or statement contained in this
announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to subscribe for any Placing Shares based on any
information, representation or statement contained in the
Information, this announcement or otherwise;
9. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe
for the Placing Shares is the Information and any information
previously published by the Company by notification to a Regulatory
Information Service, 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 the Bookrunners or the Company and neither the Bookrunners nor
the Company will be liable for any Placee's decision to accept an
invitation to subscribe for any Placing Shares based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to subscribe for any Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation;
10. that it is acting as principal only in respect of any
subscription for Placing Shares or, if it is acting for any other
person (i) it is duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on
behalf of each such person, and (ii) it is and will remain liable
to the Company and/or the Bookrunners for the performance of all
its obligations as a Placee in respect of any subscription for
Placing Shares (regardless of the fact that it is acting for
another person);
11. that neither it, nor the person specified by it for
registration as a holder of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
issued to, a person who is or may be liable to stamp duty or stamp
duty reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services);
12. that it has complied with its obligations in connection with
money laundering and terrorist financing under the Regulations and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of
identity the Bookrunners have not received such satisfactory
evidence, any Bookrunner may, in its absolute discretion, terminate
a Placee's Placing Participation in which event all funds delivered
by such Placee to the Bookrunners pursuant to this letter (if any)
will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
13. that if it is a financial intermediary, as that term is used
in Article 3(2) of the Prospectus Directive, the Placing Shares
purchased by it in the Placing will not be acquired on a
non--discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than to Qualified Investors, or in circumstances in which the prior
consent of the Bookrunners has been given to the proposed offer or
resale;
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14. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
15. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive (including any relevant
implementing measure in any member state);
16. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of 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;
17. that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
18. that (i) it is a person falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or is a person to whom this
announcement may otherwise be lawfully communicated, and (ii) it is
a Qualified Investor. For such purposes, it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purpose of its business
only;
19. that it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of the Company,
or otherwise and that it has not taken any action or omitted to
take any action which will or may result in the Bookrunners, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with any
subscription for Placing Shares;
20. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
Placing Participation and to perform its obligations in relation
thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement) and will honour such obligations;
21. that the Placing Shares have not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act") and may not be offered or sold within the United States
except in accordance with Regulation S of the Securities Act
("Regulation S") or pursuant to an exemption from the registration
requirements of the Securities Act;
22. that it has not offered or sold, and will not offer and sell
any Placing Shares within the United States except in accordance
with Regulation S;
23. that it (and any person acting on its behalf) has funds
available to pay for the Placing Shares and will make or procure
payment for the Placing Shares allocated to it in accordance with
this announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers to the Placing or sold as the Bookrunners and the
Company may in their discretion determine and without liability to
such Placee;
24. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire and that the Company or the
Bookrunners may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
25. that neither the Bookrunners, nor any of their affiliates,
nor any person acting on behalf of the Bookrunners, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or
any participation in the Bookrunner Option and that participation
in the Placing or any participation in the Bookrunner Option is on
the basis that it is not and will not be a client of the
Bookrunners and that the Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to
the Placing or any participation in the Bookrunner Option nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
26. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself, or (ii) its nominee, as
the case may be. Neither the Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company
and the Bookrunners in respect of the same on the basis that the
Placing Shares will be issued to the CREST stock account of the
Bookrunners who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
27. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non--contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such 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 Bookrunners
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;
28. that the Company and the Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunners on their own behalf
and on behalf of the Company and are irrevocable;
29. that it agrees to indemnify and hold the Company and the
Bookrunners 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
provisions of the Appendix shall survive after completion of the
Placing and the issue of any Placing Shares pursuant to the
Bookrunner Option;
30. that its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing or the Bookrunner Option and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing or the Bookrunner Option;
31. that the agreement to settle a Placee's acquisition (and/or
the acquisition by 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 the acquisition by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
acquired by, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, additional stamp duty or
stamp duty reserve tax may be payable. In that event the Placee
agrees that it shall be responsible for such additional stamp duty
or stamp duty reserve tax, and neither the Company nor the
Bookrunners shall be responsible for such additional stamp duty or
stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify the Bookrunners accordingly;
32. that no action has been or will be taken by any of the
Company, the Bookrunners or any person acting on behalf of the
Company or the Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required; and
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33. that it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and are able to sustain a
complete loss in connection with the Placing or participation in
the Bookrunner Option. It has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunners or any of their
affiliates may, at the absolute discretion of the Bookrunners and
the Company, agree to become a Placee in respect of some or all of
the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunners, any money held in an account with any
of the Bookrunners on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules. As a
consequence, this money will not be segregated from the
Bookrunners' money in accordance with the client money rules and
will be used by the Bookrunners in the course of their own business
and the Placee will rank only as a general creditor of the
Bookrunners.
All times and dates in this announcement may be subject to
amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of the Bookrunners and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Definitions
The following definitions apply throughout this
announcement:
Admission the admission of the Placing
Shares to trading on AIM becoming
effective (pursuant to Rule 6
of the AIM Companies Rules);
AIM the AIM market of the London
Stock Exchange;
AIM Companies the provisions of the AIM Rules
Rules for Companies published by the
London Stock Exchange (as amended
or reissued from time to time);
AIM Nomad Rules the provisions of the AIM Rules
for Nominated Advisers published
by the London Stock Exchange
(as amended or reissued from
time to time);
AIM Rules together the AIM Companies Rules
and the AIM Nomad Rules;
Appendix the appendix attached to this
announcement, containing the
terms and conditions of Placees'
participation in the Placing
upon the exercise (if any) of
the Bookrunner Option;
Board the board of Directors of the
Company;
Bookbuild the bookbuilding exercise undertaken
by RBC, Numis and Investec in
respect to the Placing;
Bookrunners RBC, Investec and Numis;
Bookrunner Option the option granted by the Company
to the Bookrunners under the
Placing Agreement to place additional
Ordinary Shares of up to 5% of
the number of Placing Shares
at the Placing Price at any time
prior to 4.30 p.m. on 15 April
2016;
Business Day a day not being a Saturday, a
Sunday or public holiday on which
banks are open for business in
the City of London;
CA 2006 the Companies Act 2006 (as amended
from time to time);
CREST the relevant system (as defined
in the CREST Regulations) of
which Euroclear UK & Ireland
is the Operator (as defined in
the CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001 (as amended);
Directors the directors of the Company;
EEA the European Economic Area;
Euroclear UK & Euroclear UK & Euroclear UK &
Ireland Ireland Limited, a company incorporated
in Ireland England and Wales,
being the Operator of CREST;
FCA the Financial Conduct Authority;
FCA Rules the rules of the FCA;
FSMA the Financial Services and Markets
Act 2000;
Group the Company and its subsidiaries;
holding company means a parent undertaking (as
defined by section 1162 CA 2006)
or a holding company (as defined
by section 1159 CA 2006) and
in interpreting those sections
for the purposes of this Agreement,
a company is to be treated as
the holding company or the parent
undertaking as the case may be
of another company even if its
shares in the other company are
registered in the name of (i)
a nominee, or (ii) any party
holding security over those shares,
or that secured party's nominee;
Information the Company's publicly available
information taken together with
the information contained in
this announcement;
LIBOR the London Interbank Offered
Rate;
London Stock Exchange the London Stock Exchange plc;
Material Adverse any adverse change in, or any
Change development reasonably likely
to involve an adverse change
in, the condition (financial,
operational, legal or otherwise),
earnings, business, management,
property, assets, rights or results
of operations or prospects of
the Company or the Group which
is material in the context of
the Group taken as a whole, whether
or not arising in the ordinary
course of business;
Operator the meaning given to it in the
CREST Regulations;
Ordinary Shares ordinary shares of no per value
in the capital of Sierra Rutile
Limited;
Placees persons procured by or on behalf
of the Bookrunners in accordance
with the Placing Agreement to
acquire Placing Shares pursuant
to the Placing (including upon
exercise of the Bookrunner Option);
Placing the placing of the Placing Shares
pursuant to the Bookbuild and
pursuant to the Bookrunner Option
and, in respect of certain investors,
by way of direct subscription
with the Company;
Placing Agreement the agreement entered into between
the Bookrunners and the Company
in connection with the Placing;
Placing Participation a Placee's allocation of Placing
Shares pursuant to any exercise
of the Bookrunner Option;
Placing Price 20 pence per Placing Share;
Placing Shares those Ordinary Shares to be issued
by the Company pursuant to the
Placing (including pursuant to
the Bookrunner Option);
PRA the Prudential Regulation Authority;
Prospectus Directive the Directive of the European
Parliament and of the Council
of 4 November 2003 on the prospectus
to be published when securities
are offered to the public or
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 02:00 ET (06:00 GMT)
admitted to trading (No 2003/71/EC)
(as amended) (including any relevant
implementing measure in any member
state);
Qualified Investor has the meaning given in Article
2(1)(E) of the Prospective Directive
(including any relevant implementing
measure in any member state);
Regulations the Proceeds of Crime Act 2002,
the Criminal Justice Act 1993,
the Terrorism Act 2003, the Money
Laundering Regulations 2007,
the Money Laundering sourcebook
of the FCA and FSMA;
Regulation S Regulation S under the Securities
Act;
Regulatory Information any of the services set out on
Service the list maintained by the London
Stock Exchange as set out in
the AIM Rules;
Relevant Persons has the meaning given to it in
the terms and conditions of the
Placing set out in the Appendix
of this announcement;
Securities Act the US Securities Act of 1933;
Shareholders holders of Ordinary Shares;
Sierra Rutile Sierra Rutile Limited;
or the Company
subsidiary a subsidiary or a subsidiary
undertaking as defined in sections
1159 or 1162 CA 2006 respectively
and in interpreting those sections
for the purposes of this Agreement,
a company is to be treated as
a member of a subsidiary or a
subsidiary undertaking as the
case may be even if its shares
are registered in the name of
(i) a nominee, or (ii) any party
holding security over those shares,
or that secured party's nominee;
and
UK the United Kingdom.
All references in this document to "GBP", "pence" or "p" are to
the lawful currency of the United Kingdom, all references to "US$"
or "$" are to the lawful currency of the United States. All
references to times are to British Summer Time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIDXGDSGBBBGLX
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