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Agreements to acquire ownership in Zambia Copper and Cobalt Tailings Projects and Proposed Placing
Jubilee Metals Group PLC
Registration number (4459850)
Altx share code: JBL
AIM share code: JLP
ISIN: GB0031852162
("Jubilee" or "the Company" or "the Group")
Agreements to acquire ownership in Zambia Copper and Cobalt Tailings Projects and
Proposed Placing
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. ON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Jubilee, a leader in metals processing with operations in Africa (AIM: JLP/Altx: JBL), is pleased
to announce significant further progress at its Copper and Cobalt tailings projects in Zambia
with the successful execution of three strategic transactions (the “Transactions”) which
significantly increases Jubilee’s beneficial interest across the Company’s copper and cobalt
tailings projects in Zambia. The Transactions include Project Elephant (Kitwe Tailings Project),
Project Roan (Ndola Tailings Project) and the Mufulira Project (collectively, the “Projects”).
Completion of the Transactions is subject to fulfilment of certain conditions precedent that
are normal for transactions of this nature including regulatory approvals and consent.
At completion of the Transactions, Jubilee will hold a 100% interest across its integrated
Southern Refining strategy which includes the Sable copper and cobalt refinery (14 000 tonnes
per annum copper capacity) together with Project Roan (10 000 tonnes per annum copper
concentrator). In addition, Jubilee increases its beneficial interest across its Northern Refining
Strategy, with Project Elephant’s TD52 portion to 80.75% (highest copper and cobalt
concentration of all tailings within Project elephant) which is specifically targeted by the
accelerated development of Jubilee’s cobalt extraction process, Jubilee’s beneficial interest at
the Mufulira Project increasing to 97%.
Combined, the Transactions have an aggregate value of c. US$ 24.77 million (c. £ 17.83 million)
and offers Jubilee the flexibility to better schedule the development of the various tailings
projects. As such Jubilee will increase its investment into the Southern Refining Strategy by
expanding Sable Refinery to increase the copper sulphide recovery circuit as well as expanding
the cobalt recovery circuit.
Accordingly, the Company is seeking to raise gross proceeds of c. £ 30 million (c. US$ 41.8
million) by way of a conditional placing of new ordinary shares at a price of 16.03 pence per
share, which will be applied to satisfy the consideration in respect of the Transactions and
towards the expansion of Sable Refinery while accelerating the capitalisation and progress of
Project Lechwe and Project Elephant.
Highlights
• Jubilee has successfully executed agreements for the Transactions with its partners
on the respective projects to further increase its beneficial interest in these copper
and cobalt tailings assets in Zambia
• Jubilee’s beneficial interest in Project Roan has been increased to 100% (previously
80%), three months prior to the expected commissioning of the targeted 10 000
tonnes per annum copper project during November 2021. This increases Jubilee’s
interest across the integrated Southern Refining Project to 100%
• Jubilee’s beneficial interest in the copper and cobalt rich TD52 as part of the larger
114 million tonnes Project Elephant, is increased to 80.75% (previously 57.75%)
o Follows very encouraging cobalt recovery results from Jubilee’s development
centre
o Includes the final payment under the existing joint venture agreement,
solidifying Jubilee’s controlling interest
• Jubilee’s beneficial interest in the Mufulira Tailings Project is increased to 97%. The
Mufulira Project, which is expected to hold similar characteristics to Project Elephant,
is strategically located near the processing facilities targeted for Project Elephant
• As a result of the Transactions, Jubilee now has greater control over the development
of its tailings projects in Zambia and therefore the sequence and rate of development
of both its Northern and Southern refinery strategies
• Placing proceeds in part allocated to the expansion of Sable Refinery to increase the
copper sulphide recovery circuit previously limited under the Project Roan joint
venture agreement as well as expanding the cobalt recovery circuit as part of the
process development and testing for the cobalt solution at Project Elephant, while
continuing to accelerate the capitalisation and progress of Project Lechwe and Project
Elephant
Leon Coetzer, CEO of Jubilee, commented:
“I am delighted to have secured these Transactions which each individually are strongly value
accretive and add tremendous value to Jubilee’s expanding copper and cobalt portfolio in
Zambia.
“Our Southern Refining Strategy is now fully owned by Jubilee capturing 100% of the earnings
potential and allowing us the complete flexibility to better integrate Project Roan with the
refining capability at Sable Refinery. We are now able to increase the copper sulphide section
of our refinery to fully absorb this portion of Project Roan’s production that previously was
allocated to be sold as a high grade concentrate under the terms of the joint venture while
only the copper oxide was targeted to be fully refined to copper cathode. In short succession
of our recent addition of a refining presence in the North, we will also expand our cobalt
refining capability as part of the development of the cobalt solution for Project Elephant
offering significant potential for our Northern Refining project.
“In addition, the Transactions enable Jubilee to secure a stronger ownership position and
flexibility to better sequence the integrated Northern Refining projects in order to unlock value
in an efficient and value accretive manner.
“The transaction at Project Elephant targets the richest tailings dam, TD52 at Elephant, where
Jubilee’s process development centre has confirmed very promising results from the cobalt
recovery with potential to significantly increase the overall project economics. The third
transaction increases Jubilee’s beneficial interest to 97% at the Mufulira Project.
“The funds raised in the conditional Placing will also support Jubilee’s continued capital
investment, including the completion of Project Roan, while at the same time accelerating the
capitalisation of Project Lechwe and Project Elephant.”
Rationale and further details of the Transactions
As previously announced, during 2020 Jubilee entered into various joint venture agreements
to secure rights to process over 300 million tonnes of copper and cobalt containing tailings in
Zambia. The copper and cobalt tailings are located in three central locations in Zambia. With
the addition of the refinery at Mopani, announced on 24 August 2021, the Group’s project
naming convention was updated as follows:
- Southern Refinery Strategy (14 000 tonnes per annum capacity) which incorporates
the Sable Refinery together with Project Roan located in the Ndola area; and
- Northern Refinery Strategy (17 000 tonnes per annum capacity) which incorporates
the newly targeted refinery at Mopani, called Leopard together with the copper
tailings project in the Luanshya area, called Project Lechwe (previously Elephant 1), as
well as the copper and cobalt tailings in the Kitwe area called Project Elephant
(previously called Elephant 2). Jubilee has secured additional copper and cobalt
tailings at Mufulira which is currently being sampled to confirm the quantity and
quality and will form part of the Project Elephant resource.
The Transactions successfully entered into by Jubilee’s 100% subsidiary Braemore Platinum
Limited (“Braemore”) increase Jubilee’s beneficial interests in the Southern Refinery Strategy
to 100% and consolidate the Group’s controlling position in the Northern Refinery Strategy.
In addition to an increased interest in the earnings of these projects, Jubilee will have full
operational control over both its Northern and Southern Refinery Strategies and will be able
to set the sequence and rate of development of the various projects and refineries now under
its control.
Project Roan (Southern Refinery Strategy) is rapidly nearing completion targeting to
commence commissioning activities from November this year. The transaction relating to
Project Roan will increase Jubilee’s beneficial interest from 80% to 100%. The Project Roan
transaction further includes additional rights to an estimated further 6.6 million tonnes of
copper tailings near the processing facility (the “Tailings”) while holding the option to convert
the lease agreement of the property where the processing facility is located to direct
ownership of the property (the “Property”). The Project Roan transaction is valued up to US$
15.5 million (£ 11.2 million). As previously announced, Project Roan’s processing facility is well
under way which targets a ramp-up over three phases to reach full production to a rate of
approximately 10 000 tonnes of equivalent copper units per annum with commissioning
activities scheduled to commence in November 2021, targeting full production by end of Q1
2022. Roan commenced with the delivery of early concentrate as part of its phase 1
commissioning to the Sable Refinery in April of this year.
At Project Elephant (Northern Refinery Strategy), which is located in the Kitwe area and
targets the production of 10 200 copper units per annum, Jubilee’s subsidiary Braemore will
acquire a further 23% beneficial interest in the TD52 tailings dam portion of the overall
project, increasing Jubilee’s interest to 80.75% as well as the early settlement of all remaining
payments as part of the original joint venture agreement for Project Elephant for a
consideration value of US$ 8.25 million (£ 5.9 million) which includes a US$ 1.3 million (£ 0.94
million) interest bearing project loan ceded to Braemore. TD52 holds the highest contained
copper and cobalt within the larger Project Elephant’s 114 million tonnes tailings resource at
0.7% Copper and 0.08% Cobalt. Jubilee’s process development centre has confirmed very
promising results from the cobalt recovery strategy which holds the potential to significantly
increase the overall project economics.
As a result of the third transaction, Braemore’s interest in the Mufulira Project will increase
to 97% beneficial interest in the project for a consideration of US$ 1.02 million (£ 0.74 million).
The Mufulira Project material which is expected to hold similar characteristics to Project
Elephant, is conveniently located near the processing facilities targeted for Project Elephant.
Placing Details
The Placing is being conducted, subject to the satisfaction of certain conditions set out in the
Appendix to this Announcement, through an accelerated book-build process (the “Bookbuild”
or the “ABB”), which will be launched immediately following this Announcement. The number
of Placing Shares to be issued in connection with the Placing will be determined by the Broker,
in consultation with the Company, at the close of the ABB process, and the results of the
Placing will be announced as soon as practicable thereafter.
The Placing is not being underwritten and the Placing Shares are not being made available to
the public.
The Company is carrying out the Placing to raise c. £ 30 million, before expenses, by way of a
conditional placing of new ordinary shares at an issue price of 16.03 pence per share.
The Placing Shares, assuming full take-up, will represent approximately 7.7 % of the Enlarged
Issued Share Capital.
WH Ireland Limited is acting as sole broker and placing agent to the Company and has agreed
to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing
Price with new and existing investors. The Appendix to this Announcement (which forms part
of this Announcement) contains the detailed terms and conditions of the Placing.
In connection with the Placing, the Company has entered into the Placing Agreement with the
Broker which contains certain customary warranties given by the Company with respect to
the Company’s business and customary indemnities given by the Company in respect of
liabilities arising out of or in connection with the Placing.
The Placing is conditional, amongst other things, on:
• Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 21
September 2021 (or such later time and/ or date as the Company and the Broker shall
agree, not being later than 15 October 2021);
• the delivery by the Company to the Broker of certain documents required under the
Placing Agreement;
• the Company having fully performed its obligations under the Placing Agreement to
the extent that such obligations fall to be performed prior to Admission; and
• the Placing Agreement not having been terminated by the Broker in accordance with
its terms.
The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the
discretion of the Broker, in consultation with the Company. The final number of Placing Shares
will be agreed by the Broker and the Company at the close of the Bookbuild and the result will
be announced as soon as practicable thereafter.
Application will be made to London Stock Exchange plc for the Placing Shares to be admitted
to trading on AIM. Subject to the satisfaction of the conditions referred to above, it is expected
that Admission will be effective, and dealings in the Placing Shares will commence, at 8.00
a.m. on 21 September 2021.
The Placing Shares will, when issued, rank pari passu in all respects with each other and with
the existing ordinary shares in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of the ordinary shares
after the date of issue of the Placing Shares.
Use of Proceeds
The Company intends that the net proceeds of the Placing will be used to satisfy the
consideration in respect of the Acquisitions and towards the completion of Project Roan while
accelerating the capitalisation and progress of Project Lechwe and Project Elephant.
United Kingdom
15 September 2021
For further information visit www.jubileemetalsgroup.com or contact:
Jubilee Metals Group PLC
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Nominated Adviser - SPARK Advisory Partners Limited
Andrew Emmott/James Keeshan
Tel: +44 (0) 20 3368 3555
Joint Broker – WHIreland
Harry Ansell/Dan Bristowe /Katy Mitchell
Tel: +44 (0) 20 7220 1670
Broker - Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Tel +44 (0) 20 7186 9900
JSE Sponsor - Sasfin Capital (a member of the Sasfin group)
Sharon Owens
Tel +27 (0) 11 809 7500
PR & IR Adviser – Tavistock
Jos Simson/ Gareth Tredway/Charles Vivian
Tel: +44 (0) 207 920 3150
PR & IR Adviser – St Brides Partners
Notes to Editors:
Jubilee Metals Group is a diversified metal recovery business with a world-class portfolio of
projects in South Africa and Zambia. We create value for all stakeholders through the
transformation of mining liabilities into profitable assets in a manner that addresses mining's
historical footprint and improves the quality of life for surrounding communities. Our
distinguishing value proposition is our net positive impact on all stakeholders and the
environment.
Our business model focuses on the retreatment and metals recovery from mine tailings,
waste, slag, slurry and other secondary materials generated from mining operations. In effect,
while extracting maximum financial returns, we responsibly rehabilitate environments
scarred by the surface footprint of historical mining operations and solving air and water
pollution issues associated with those installations.
The Company's expanding multi-project portfolio provides exposure to a broad commodity
basket including Platinum Group Metals ('PGMs'), chrome, lead, zinc, vanadium, copper and
cobalt.
Jubilee is listed on the London Stock Exchange's AIM (ticker: JLP) and the Johannesburg Stock
Exchange (ticker: JB).
APPENDIX
TERMS AND CONDITIONS OF
THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, (TOGETHER, THE "ANNOUNCEMENT")
AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKER, ("QUALIFIED
INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURES
IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/ OR (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE (I) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION (AS IT FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018); AND (II) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; (III) OR ARTICLE 50 (“CERTIFIED SOPHISTICATED INVESTORS”); OR
(IV) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND
THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT
FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF
INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT
IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, 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. 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 ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE
CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING
MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS
AND RELATED IMPLICATIONS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY
NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission or the Japanese Ministry
of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained within the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK Product
Governance Rules”), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Rules)
may otherwise have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i) compatible with an
end target market of investors who meet the criteria of professional clients and eligible
counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook
(“COBS”); and (ii) eligible for distribution through all distribution channels as are
permitted by the UK Product Governance Rules (the “UK Target Market Assessment”).
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" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the
criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and
(ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in the Ordinary 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, Peel Hunt and Shore Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties each as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively of COBS of MiFID II, as
applicable; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate distribution channels.
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.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each
Placee hereby agrees with the Broker and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be issued or
acquired. A Placee shall, without limitation, become so bound if the Broker confirms to such
Placee its allocation of Placing Shares.
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.
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 or
acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing Agreement, under which the Broker
has, on the terms and subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for Placing Shares to raise, c. £ 30 million in
gross proceeds at a price of 16.03 pence per share (the "Placing Price"). The Placing is not
being underwritten by the Broker or any other person.
The number of Placing Shares will be determined following completion of the Bookbuild as
set out in this Announcement. The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are at the discretion of the Broker and a further announcement
confirming these details will be made in due course.
The Placing Shares will, when issued, be subject to the articles of association of the Company,
will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under “JLP” with ISIN
GB0031852162.
Application for admission to trading
Application will be made to the London Stock Exchange for admission to trading of the Placing
Shares on AIM. Subject to the Resolutions being passed at the General Meeting, it is expected
that settlement of any such shares and Admission will become effective on or around 21
September 2021 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Broker will today commence an accelerated bookbuilding process to determine demand
for participation in the Placing by potential Placees at the Placing Price. This Appendix gives
details of the terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Broker and the Company shall be entitled to effect the Placing by such alternative method
to the Bookbuild as it may, in its sole discretion, determine.
Participation in, and the principal terms of, the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and
have been, invited to participate by the Broker.
3. The Bookbuild will establish the number of Placing Shares to be issued at the Placing
Price, which will be determined by the Broker, in consultation with the Company,
following completion of the Bookbuild. The number of Placing Shares will be announced
on a Regulatory Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by
telephone to their usual contact at the Broker. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by the Broker on the basis referred to in
paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of the Broker. The
Company reserves the right to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Broker
following the close of the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker
will give rise to an irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Broker 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. Except with the
Broker's consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Bookbuild
detailing the number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or
to accept bids, either in whole or in part, on the basis of allocations determined at its
discretion (after consultation with the Company) and may scale down any bids for this
purpose on such basis as it may determine. The Broker may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing
Shares after the time of any initial allocation to any person submitting a bid after that
time.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the
Announcement (including this Appendix) and will be legally binding on the Placee on
behalf of which it is made and except with the Broker's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is
confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will
be required to be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations of the Broker under the Placing will be subject to fulfilment of the
conditions referred to below "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Placing, each Placee agrees that its rights and obligations in
respect of the Placing will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable rules of the Financial Conduct
Authority, neither the Broker nor any of its affiliates shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the allotment and issue
of the Placing Shares to the Placees and the Broker and its affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those obligations. In particular,
neither the Broker nor any of its affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Broker's conduct of the
Placing.
Conditions of the Placing
The Broker's obligations under the Placing Agreement in respect of the Placing Shares are
conditional on, inter alia:
14. the application for Admission and all other documents required to be submitted with
the application being delivered to the London Stock Exchange not later than 5.00 p.m.
on 15 September 2021;
15. the delivery by the Company to the Broker of certain documents required under the
Placing Agreement;
16. the Company having fully performed its obligations under the Placing Agreement to the
extent that such obligations fall to be performed prior to Admission;
17. the issue and allotment of the Placing Shares, conditional only upon Admission;
18. Admission taking place no later than 8.00 a.m. on 21 September 2021 or such later time
as may be agreed between the Company and the Broker, not being later than 15
October 2021; and
19. the Placing Agreement not having been terminated by the Broker in accordance with
its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described
above, are not fulfilled or (where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may notify to the Company,
being not later than 8.00 a.m. on 15 October 2021 (the "Long Stop Date")); (ii) any of such
conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated
in the circumstances specified below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Broker may, at its discretion and upon such terms as it thinks fit, waive, or extend the
period for (subject to the Long Stop Date), compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing generally and, by
participating in the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including, inter alia, if before
Admission:
20. the Company has failed to comply with its obligations under the Placing Agreement, or
with the requirements of any applicable laws or regulations (including UK MAR and the
AIM Rules) in relation to the Placing;
21. any of the agreements to effect the Transactions is terminated, rescinded, repudiated
or otherwise ceases to be in full force and effect or any of the parties to such
agreements are in breach of the terms of such agreement;
22. any of the warranties given in the Placing Agreement when given at the date of the
Placing Agreement or as repeated on each day up to and including Admission or
becomes untrue or inaccurate or misleading in any material respect;
23. there occurs or arises prior to Admission any significant change or new material matter
which the Broker, in its discretion, determines should be notified to Placees or the
Company’s shareholders; or
24. the Broker becomes aware of any change in any national or international political,
military, diplomatic, economic, financial or market conditions (including disruption to
trading on any relevant stock exchange) or currency exchange rates or exchange
controls or any statutory or regulatory matter which, in the opinion of the Broker,
would have or be likely to have a material and adverse effect on the Placing or
otherwise render the Placing temporarily or permanently impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to termination by the Placees or
any prospective Placees at any time or in any circumstances. By participating in the Placing,
Placees agree that the exercise by the Broker of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the Broker and that
the Broker need not make any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No Admission Document or Prospectus
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 any equivalent document in any other jurisdiction. No
offering document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees'
commitments will be made solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules (the "Exchange
Information"). Each Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and confirms that it has
not relied on any other information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company or the Broker or any other
person and neither the Broker, 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 Broker, 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 Broker 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
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will
be sent a trade confirmation or contract note in accordance with the standing arrangements
in place with the Broker, stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in
relation to settlement instructions.
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 Broker in accordance with the standing CREST
settlement instructions which they have in place with the Broker.
Settlement of transactions in the Placing Shares (ISIN: GB0031852162) following Admission
will take place within the system administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Broker reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will take place on 21 September 2021 in accordance with the
instructions set out in the contract note.
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 4 percentage points above the
prevailing LIBOR rate as determined by W.H. Ireland Limited.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Broker
may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Broker's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax or securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Broker such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully
takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure
that the form of 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 or securities transfer tax. Neither the Broker nor
the Company will be liable in any circumstances for the payment of stamp duty, stamp duty
reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will
not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
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 Broker (for itself and on behalf of the Company):
25. that it has read and understood this Announcement, including this Appendix, in its
entirety and that its subscription for or purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
26. that its obligations are irrevocable and legally binding and shall not be capable of
rescission or termination by it in any circumstances;
27. that the exercise by the Broker of any right or discretion under the Placing Agreement
shall be within the absolute discretion of the Broker and the Broker 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 the Broker 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;
28. that these terms and conditions represent the whole and only agreement between it,
the Broker 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 and the Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, the Broker nor any of their respective officers,
directors or employees will have any liability for any such other information,
representation or warranty, express or implied;
29. that in the case of any Placing Shares acquired by it as a financial intermediary, as that
term is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of the
Prospectus Regulation (as it forms part of domestic UK law pursuant to the European
Union (Withdrawal) Act 2018), (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 Regulation or the UK, respectively, other than Qualified
Investors or in circumstances in which the prior consent of the Broker 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, or the UK respectively, other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the Prospectus
Regulation or the Prospectus Regulation (as it forms part of domestic UK law pursuant
to the European Union (Withdrawal) Act 2018) (as the case may be) as having been
made to such persons;
30. that neither it nor, as the case may be, its clients expect the Broker 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 Source Book, and
that the Broker is not acting for it or its clients, and that the Broker will not be
responsible for providing the protections afforded to customers of the Broker or for
providing advice in respect of the transactions described herein;
31. that it has made its own assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position of the Company in accepting a
participation in the Placing and that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the Broker or the Company
or any of their respective affiliates, agents, directors, officers or employees or any
person acting on behalf of any of them has provided, other than the information in this
Announcement and the Exchange Information; nor has it requested any of the Broker,
the Company or any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide it with any such
information;
32. that it is: (i) unless otherwise agreed in writing with the Broker, located outside the
United States and is not a US person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in
"offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing 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 Securities
Act;
33. that the Placing Shares have not been and will not be registered under the 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;
34. that neither the Broker or the Company or any of their respective affiliates, agents,
directors, officers or employees has made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information;
35. that, unless specifically agreed with the Broker, 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 and/or purchase 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 Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
36. that it is not a national or resident of Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan or a corporation, partnership or other entity organised
under the laws of Canada, Australia, the Republic of Ireland, 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 Ireland, the
Republic of South Africa or Japan or to or for the benefit of any person resident in
Canada, Australia, the Republic of Ireland, 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 of Ireland, the Republic of South
Africa or Japan;
37. 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;
38. 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);
39. that it is entitled to subscribe for and/or purchase 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 Broker 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;
40. that it has obtained all necessary consents and authorities to enable it to give its
commitment to subscribe for and/or purchase the Placing Shares and to perform its
subscription and/or purchase obligations;
41. 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), if applicable, to receive on its behalf any
investment letter relating to the Placing in the form provided to it by the Broker;
42. 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 Order; or (b) a person of a kind described in paragraph
2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations,
partnerships or trusts or their respective directors, officers or employees) of the Order;
or (c) Article 50 (Certified Sophisticated Investors); or (d) a person to whom it is
otherwise lawful for this Announcement to be communicated;
43. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
44. that, unless otherwise agreed by the Broker, 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;
45. 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;
46. that any money held in an account with the Broker (or its nominee) 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 Broker's (or its
nominee's) money in accordance with such client money rules and will be used by the
Broker in the course of its own business and each Placee will rank only as a general
creditor of the Broker;
47. 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 Disclosure
Guidance and Transparency Rules published by the FCA;
48. 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;
49. 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 and/or purchasing under the Placing unless
and until Admission becomes effective;
50. that it appoints irrevocably any director of the Broker 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;
51. that, as far as it is aware, it is not acting in concert (within the meaning given in The City
Code on Takeovers and Mergers) with any other person in relation to the Company;
52. that the Announcement does not constitute a securities recommendation or financial
product advice and that neither the Broker nor the Company has considered its
particular objectives, financial situation and needs;
53. that it has sufficient knowledge, sophistication and experience in financial, business and
investment matters as is required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and 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;
54. that it will indemnify and hold the Company and the Broker 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 Broker 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 Broker and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to the Broker for itself and on behalf
of the Company and will survive completion of the Placing and Admission;
55. that time shall be of the essence as regards obligations pursuant to this Appendix;
56. that it is responsible for obtaining any legal, financial, 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
Broker to provide any legal, financial, tax or other advice to it;
57. that all dates and times in this Announcement (including this Appendix) may be subject
to amendment and that the Broker shall notify it of such amendments;
58. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII
of FSMA and UK 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 and Terrorist Financing Regulations 2019 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, 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 Broker such
evidence, if any, as to the identity or location or legal status of any person which the
Broker 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
Broker on the basis that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for and/or purchased by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as the Broker may decide in its
absolute discretion;
59. that it will not make any offer to the public within the meaning of the Prospectus
Regulation of those Placing Shares to be subscribed for and/or purchased by it;
60. 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 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;
61. 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 Broker in any jurisdiction in which the relevant Placee is incorporated
or in which its assets are located or any of its securities have a quotation on a recognised
stock exchange;
62. that any documents sent to Placees will be sent at the Placees' risk. They may be sent
by post to such Placees at an address notified to the Broker;
63. that the Broker owes no fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing Agreement;
64. that the Broker or its respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;
65. that no prospectus or offering document has been or will be prepared in connection
with the Placing and it has not received and will not receive a prospectus or other
offering document in connection with the Placing or the Placing Shares; and
66. that if it has received any confidential price sensitive information concerning the
Company in advance of the publication of this Announcement, it has not: (i) dealt in the
securities of the Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed such information to
any person, prior to such information being made publicly available.
The Company, the Broker 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 each Broker 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 Broker.
The agreement to settle a Placee's subscription and/or purchase (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
or the Broker 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 Broker in
the event that any of the Company and/or the Broker have 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 Broker 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 UK by them or any other
person on the subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the Company. No
representation or warranty express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by the Broker or by any of its respective
affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly disclaimed.
Definitions
In this Announcement, the following words and expressions shall (save where the context
otherwise requires) have the following meanings:
“Admission” the admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules
“AIM” the market of that name operated by the London Stock
Exchange
“AIM Rules” the AIM Rules for Companies, published by London Stock
Exchange from time to time
"Announcement" this announcement (including the Appendix which forms
part of this announcement)
"Bookbuild" or “ABB” the accelerated book building to be conducted by the Broker
pursuant to the Placing Agreement and this Announcement
"Broker" W.H. Ireland Limited
"EEA" the European Economic Area
“Enlarged Issued Share the Ordinary Shares in issue immediately following Admission,
Capital” (assuming that no Ordinary Shares are issued between the
date of this document and Admission, other than pursuant to
the Placing)
"FCA" the Financial Conduct Authority
"Group" the Company and its subsidiaries (which include Jubilee
Metals Solutions Limited and Braemore Platinum Limited) and
subsidiary undertakings
"Group Company" a member of the Group
“London Stock Exchange” London Stock Exchange plc
"Mufulira Participation an additional earnings share of 12% (resulting in the Group’s
Interest" ownership of 97% beneficial interest in the project for a
consideration of US$ 1.02 million (£ 0.74 million), as further
described in the Announcement
“Ordinary Shares” ordinary shares of £0.01 each in the capital of the Company
“Participation Interests” (a) the Mufulira Participation Interest;
(b) the Project Elephant TD52 Participation Interest; and
(c) the Project Roan Participation Interest
“Placees” a person who has agreed to subscribe for Placing Shares at the
Placing Price
“Placing” the proposed placing by the Broker, on behalf of the
Company, of the New Ordinary Shares on the terms and
subject to the conditions set out in this Appendix and the
Placing Agreement
“Placing Agreement” the agreement between the Broker and the Company in
respect of the Placing
“Placing Shares” the Ordinary Shares to be allotted and issued by the Company
pursuant to the Placing
"Project Elephant TD52 an additional 23% beneficial interest in the TD52 tailings dam
Participation Interest" portion of the overall project, increasing Jubilee’s interest to
80.75% for a consideration value of US$ 8.25 million (£ 5.9
million) which includes a US$ 1.3 million (£ 0.94 million)
interest bearing project loan ceded to Braemore as further
described in the Announcement
"Project Roan an additional 20% beneficial interest in Project Roan valued up
Participation Interest" to US$ 15.5 million (£ 11.2 million) as further described in the
Announcement
"Regulatory Information one of the regulatory information services authorised by the
Service" FCA acting in its capacity as the UK listing authority to receive,
process and disseminate regulatory information
"Securities Act" the United States Securities Act of 1933, as amended
“Transactions” Three strategic transactions (“the Transactions”) to further
increase Jubilee’s beneficial interests in
• Project Elephant (Kitwe Tailings Project),
• Project Roan (Ndola Tailings Project) and
• Mufulira Tailings Project (collectively, the “Projects”)
"UK MAR" the Market Abuse Regulation (2014/596/EU) (as it forms part
of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018)
Date: 15-09-2021 08:00:00
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