Wrap Text
Proposed Fundraising to raise up to £1.5 million and Appointment of Joint
Broker
Europa Metals Ltd
(Formerly Ferrum Crescent Limited)
(Incorporated and registered in Australia
and registered as an external company in
the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
("the Company")
Proposed Fundraising to raise up to £1.5 million and Appointment of Joint
Broker
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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 OR NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF EUROPA METALS LTD IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU
SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING.
Europa Metals, the European focused lead, zinc and silver developer, announces its intention
to raise gross proceeds of up to, in aggregate, £1.5 million by means of a placing of new
Ordinary Shares to certain institutional and other investors (the “Placing”) and a subscription
of new Ordinary Shares (the “Subscription”) to certain other investors (together, the
“Fundraising”), in each case at a price of 5 pence per share (ZAR1.01) (the “Fundraising
Price”).
The Company is also pleased to announce the appointment of WH Ireland as Joint Broker
with immediate effect.
The Fundraising Price represents a discount of approximately 42.7 per cent. to the Closing
Price on AIM of 8.72 pence per Ordinary Share on 25 October 2021, being the latest
practicable business day prior to the publication of this Announcement.
The Fundraising is being conducted in two tranches with the initial tranche of new Ordinary
Shares being issued under the Company’s pre-existing share capital authorities and the
second tranche subject to the requisite shareholder approval at the Company’s forthcoming
2021 Annual General Meeting. The two tranches (subject to passing of the requisite
Resolutions in respect of the second tranche) are being issued to subscribers to the
Fundraising on a pro rata basis. The Fundraising Shares will be issued fully paid and will rank
pari passu in all respects with the Company’s existing Ordinary Shares.
The Placing element is to be conducted by way of an accelerated bookbuild process which
will commence immediately following this Announcement and will be subject to the terms and
conditions set out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of new
Ordinary Shares to be issued pursuant to the Placing is expected to be made in due course.
Fundraising Highlights
• Two tranche fundraising by way of the Placing and a Subscription to raise, in aggregate, up
to approximately £1.5 million (before expenses) through the issue of, in aggregate, up to
30,000,000 new Ordinary Shares at the Fundraising Price.
• Placing element to be conducted via an accelerated bookbuild process launching today.
• The Fundraising Shares, assuming full take-up of the Placing and receipt of shareholder
approval for the Second Fundraising Shares, will represent approximately 38 per cent. of
the Enlarged Issued Share Capital.
• The net proceeds of the Fundraising will be utilised by the Company to pursue its
refocused strategy of seeking potential additional projects/transaction opportunities that
could add shareholder value, to further progress and de-risk the Company’s wholly owned
Toral Pb, Zn & Ag Project and for the Group’s general working capital purposes.
The Fundraising
The Fundraising comprises a proposed placing and subscription of new Ordinary Shares to
be effected in two tranches. The Company intends to issue, in aggregate, up to 24,565,324
new Ordinary Shares (the “First Fundraising Shares”), to raise gross proceeds of
approximately £1.23 million, to participants in the Placing and Subscription under the
Company’s pre-existing share capital authorities to allot equity securities granted at the
Company's annual general meeting held on 30 November 2020. The First Fundraising Shares
are expected to be admitted to trading on AIM on or around 1 November 2021. The Company
intends to issue up to a further 5,434,676 new Ordinary Shares (the “Second Fundraising
Shares”), to raise gross proceeds of approximately a further £270,000. The Second
Fundraising Shares are expected to be admitted to trading on AIM on or around 1 December
2021, being the first trading day following the forthcoming Annual General Meeting.
WH Ireland Limited (“WH Ireland” or the “Bookrunner”), is acting as bookrunner in connection
with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild
(the “Bookbuild”), which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix III to this Announcement.
Admission of the First Fundraising Shares is conditional, inter alia, upon the placing agreement
dated 25 October 2021 between the Company and the Bookrunner (the “Placing
Agreement”) not having been terminated and becoming unconditional in respect of such
shares. The First Fundraising does not require Shareholder approval as the First Fundraising
Shares will be issued pursuant to the Company’s pre-existing share capital authorities granted
at its 2020 annual general meeting. Admission of the Second Fundraising Shares is, however,
also conditional, inter alia, upon the approval of Shareholders at the Company’s 2021 Annual
General Meeting proposed to be held on or around 30 November 2021, notice of which will be
notified to shareholders shortly.
In connection with the Placing, the Company has entered into the Placing Agreement with WH
Ireland 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 First Fundraising Shares becoming effective by no later than 8.00 a.m.
on 1 November 2021 and admission of the Second Fundraising shares becoming effective
by no later than 8.00 a.m. on 1 December 2021 (or such later time(s) and / or date(s) as
the Company and the Bookrunner shall agree, not being later than 29 January 2022);
• the delivery by the Company to the Bookrunner 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 of the First Fundraising
Shares or the Second Fundraising Shares as applicable; and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with
its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued
at the Fundraising Price are to be determined at the discretion of the Company and the
Bookrunner.
Admission to trading
Application will be made to the London Stock Exchange for admission of the First Fundraising
Shares to trading on AIM and to the Johannesburg Stock Exchange for quotation on AltX. It is
expected that admission will become effective and dealings in the First Fundraising Shares
commence at 8.00 a.m. on or around 1 November 2021.
Following admission of the First Fundraising Shares, the total issued ordinary share capital of
the Company will comprise 73,695,973 Ordinary Shares with voting rights. This figure may be
used by shareholders in the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change to their interest in, the
Company’s share capital.
A further announcement will be made following the closure of the Bookbuild, confirming final
details of the Placing.
The expected timetable of principal events is set out in Appendix I to this Announcement.
The Placing is not being underwritten and the Fundraising is not conditional on a minimum
amount being raised.
The Company will also make a further announcement in due course with respect to the
publication of the formal notice of its 2021 Annual General Meeting with respect to seeking
shareholder approval for, inter alia, the proposed issue of the Second Fundraising Shares and
replenishment of the Company’s share capital authorities.
United Kingdom
26 October 2021
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Laurence Read, CEO (UK)
T: +44 (0)20 3289 9923
Linkedin: Europa Metals ltd
Twitter: @ltdeuropa
Vox: Europametals
WH Ireland Limited (Joint Broker and Bookrunner)
Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker/James Pope
T: +44 (0)20 3657 0050
Sasfin Capital Proprietary Limited (a member of the Sasfin group)
Sharon Owens
T (direct): +27 11 809 7762
Capitalised terms used but not defined in this Announcement have the meanings given to such
terms in Appendix II to this Announcement unless the context requires otherwise.
Additional Information
Reasons for the Fundraising and Use of Proceeds
The Company is undertaking the Fundraising in order to progress its refocused corporate and
operational strategy and the net proceeds will therefore be applied towards:
• Pursuing and assessing appropriate additional projects and potential transaction
opportunities: to support the Group’s corporate and strategic development as the Board
seeks to create shareholder value, via:
- Seeking a partial sale/earn-in/JV or another similar third party agreement for
the Toral Project;
- Potential acquisitions with near term production/revenue or value realisation
point; or
- Potential low cost project acquisitions prospective in high demand
commodities such as copper, lithium, gold, iron or nickel in regions including
Europe, Australia, North America and select parts of Asia, Africa and South
America
• To further progress and de-risk the Toral Project: initially pursuing further geotechnical
drilling to assess key areas for future plant location and potential tailings storage facilities
and to compliment metallurgical and waste analysis work (impacting future early years
production profile) and ongoing environmental impact assessment;
• Optional deployment: to be used at the Board’s discretion on the assessment of
potential acquisitions for corporate development or further work including metallurgy and
associated Toral Project studies; and
• General working capital: it is anticipated that the net proceeds of the Fundraising will
provide approximately 12 months of additional working capital for the Group excluding
any expenditure in respect of potential transaction opportunities.
Further details of the Placing
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, has
conditionally agreed to use reasonable endeavours to procure subscribers at the Fundraising
Price for the Placing Shares.
The Bookrunner intends to conditionally place the Placing Shares with certain institutional and
other investors at the Fundraising Price.
The Placing is being conducted in two tranches. The Company intends to issue up to
24,565,324 First Fundraising Shares, to raise gross proceeds of approximately £1.23 million,
pursuant to the Company’s pre-existing share capital authorities to allot equity securities
granted at the Company's annual general meeting held on 30 November 2020. The First
Fundraising Shares are expected to be admitted to trading on AIM on or around 1 November
2021 (or such later date and/or time as the Bookrunner and the Company may agree, being
no later than 8.00 a.m. on 29 January 2022). Subject, inter alia, to Shareholders passing the
requisite resolutions at the Company’s forthcoming 2021 Annual General Meeting, the
Company also intends to issue up to a further 5,434,676 Second Fundraising Shares, to raise
gross proceeds of approximately a further £270,000. The Second Fundraising Shares are
expected to be admitted to trading on AIM on or around 1 December 2021 (or such later date
and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on
29 January 2022).
Admission of the First Fundraising Shares is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in respect of such shares.
Admission of the Second Fundraising Shares is also conditional, inter alia, upon the approval
of Shareholders at the Company’s forthcoming 2021 Annual General Meeting to be held on or
around 30 November 2021.
The formal notice convening the Annual General Meeting (the “Notice”) is expected to be sent
to Shareholders on or around 1 November 2021.
The Second Placing is conditional upon (amongst other things) the Placing Agreement not
having been terminated, the passing of the Resolutions at the Annual General Meeting and
Second Admission occurring on or around 1 December 2021 (or such later date and/or time
as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 29 January
2022).
The Bookrunner (acting in good faith) has the right to terminate the Placing Agreement in
certain circumstances prior to First Admission, or after First Admission but before Second
Admission in respect of the Second Fundraising Shares, including (but not limited to): in the
event that there is a breach, or an alleged breach, of any of the warranties set out in the
Placing Agreement or there is a Material Adverse Change. The Bookrunner may also
terminate the Placing Agreement if there has been a material adverse change in certain
international financial markets, a suspension or material limitation in trading on certain stock
exchanges or a material disruption in commercial banking or securities settlement or clearance
which, in the opinion of a Bookrunner (acting in good faith), makes it impractical or inadvisable
to proceed with the Placing. If this termination right is exercised or if the conditionality in the
Placing Agreement is not satisfied, the Placing will not proceed.
The Placing Shares are not subject to clawback. The Placing is not being underwritten. The
Placing is not conditional on a minimum amount being raised.
Further details of the Subscription
The Subscription is also being conducted in two tranches. Pursuant to the Subscription, certain
investors are subscribing directly with the Company for new Ordinary Shares at the
Fundraising Price.
The First Subscription is conditional upon (amongst other things) the Placing Agreement not
having been terminated and First Admission occurring on or before 8.00 a.m. on 1 November
2021 (or such later date and/or time as the Bookrunner and the Company may agree, being
no later than 8.00 a.m. on 29 January 2022).
The Second Subscription is conditional upon (amongst other things) the Placing Agreement
not having been terminated, the passing of the Resolutions at the Annual General Meeting
and Second Admission occurring on or around 1 December 2021 (or such later date and/or
time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 29
January 2022).
Fundraising Shares
The Fundraising Shares, when issued, will be fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares in issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made to London Stock Exchange for admission of the First Fundraising
Shares and the Second Fundraising Shares to trading on AIM and to quotation on AltX.
It is expected that First Admission will take place on or around 8.00 a.m. on 1 November 2021
and that dealings in the First Fundraising Shares on AIM will commence at the same time.
It is expected that Second Admission will take place on or around 1 December 2021 and that
dealings in the Second Fundraising Shares on AIM will commence at the same time.
Annual General Meeting
The Company’s 2021 Annual General Meeting is proposed to be held on or around 30
November 2021, at which the Resolutions will be proposed for the purpose, amongst other
things, of implementing Second Admission. A formal notice of Annual General Meeting, setting
out the Resolutions, will be despatched to Shareholders in due course.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “forecasts”, “plans”, “prepares”,
“anticipates”, “projects”, “expects”, “intends”, “may”, “will”, “seeks”, “should” or, in each case,
their negative or other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company’s and the Directors’ intentions,
beliefs or current expectations concerning, amongst other things, the Company’s prospects,
growth and strategy. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not guarantees of future performance.
The Company’s actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements in this
Announcement. In addition, even if the Company’s results of operations, performance,
achievements and financial condition are consistent with the forward-looking statements in
this Announcement, those results or developments may not be indicative of results or
developments in subsequent periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company, nor the
Bookrunner nor Strand Hanson nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results for current and
any prior periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical data.
Strand Hanson Limited (“Strand Hanson”), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser exclusively for the Company and no one
else in connection with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to the contents of this
Announcement nor will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on
Strand Hanson by the Financial Services and Markets Act 2000, as amended (“FSMA”) or the
regulatory regime established thereunder, Strand Hanson accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, as to the contents
of this Announcement including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement, whether as
to the past or the future. Strand Hanson accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such statement. The
responsibilities of Strand Hanson as the Company’s Nominated Adviser under the AIM Rules
for Companies and the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director or shareholder of the
Company or any other person, in respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as
Broker and Bookrunner exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the contents of this Announcement nor will it
be responsible to anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the
regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as to the past
or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement.
The New Ordinary Shares have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The New Ordinary Shares have not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
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, the Financial Markets
Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares; and the New
Ordinary Shares have not been, and nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of Canada, Australia, Japan, New
Zealand or the Republic of South Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the
Republic of South Africa or to any investor located or resident in Canada.
No public offering of the New Ordinary Shares is being made in the United States, United
Kingdom or elsewhere. All offers of the New Ordinary Shares will be made pursuant to an
exemption under the Prospectus Regulation, or the Prospectus Regulation (as it forms part of
domestic UK law pursuant to the EUWA, (as the case may be) from the requirement to produce
a prospectus. This Announcement is being distributed to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn from public
sources, does not purport to be comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed forward-looking statements,
which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks, uncertainties and other
important factors beyond the control of the Company (including but not limited to future market
conditions, legislative and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the Company operates) that
could cause the actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the
meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any
investment activity may expose an individual to a significant risk of losing all of the property or
other assets invested. The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons needing advice
should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the Prospectus
Regulation) to be published. This Announcement and the terms and conditions set out herein
are for information purposes only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors; and (b) in the United Kingdom, Qualified Investors
who are persons who (i) have professional experience in matters relating to investments falling
within the definition of “investment professionals” in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are
persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations, etc”) of the Order; or (iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as “relevant persons”).
This Announcement and the terms and conditions set out herein must not be acted on or relied
on by persons who are not relevant persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
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 Bookrunner or by any of its
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.
No statement in this Announcement is intended to be a profit forecast or estimate, and no
statement in this Announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or exceed the
historical published earnings per share of the Company.
The New Ordinary Shares to be issued pursuant to the Placing and Subscription will not be
admitted to trading on any stock exchange other than AIM and the AltX.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX I
Expected Timetable for the Fundraising
2021
Announcement of the Fundraising 7.00 a.m. on 26 October
Announcement of the results of the Fundraising 26 October
First Admission of the First Fundraising Shares to 8.00 a.m. on 1 November
trading on AIM
Expected date for CREST accounts to be credited in 1 November
respect of the First Fundraising Shares in
uncertificated form
Annual General Meeting on or around 30 November
Announcement of results of the Annual General on or around 30 November
Meeting
Second Admission of the Second Fundraising Shares 8.00 a.m. on 1 December
Expected date for CREST accounts to be credited in c.1 December
respect of the Second Fundraising Shares in
uncertificated form
Where applicable, expected date for dispatch of Within 14 days of First
definitive share certificates for Fundraising Shares in Admission, and Second
certificated form Admission as appropriate
Long Stop Date 8:00 a.m. on 29 January 2022
All times and dates in this Announcement (including the Appendices) may be subject to
amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the context otherwise
requires:
“AIM’’ the market of that name operated by the London Stock
Exchange
“AIM Rules” the AIM Rules for Companies (including the guidance
notes) published by the London Stock Exchange from
time to time
“AltX” an alternative market of that name for small and
medium-sized companies in South Africa operated by
the Johannesburg Stock Exchange
“Annual General Meeting” the annual general meeting of the Company proposed
to be convened for on or around 30 November 2021 (or
any adjournment thereof) at which the Resolutions will
be proposed
“Announcement” this announcement (including the Appendices which
forms part of this announcement)
“Bookbuild” the accelerated bookbuilding to be conducted by the
Bookrunner pursuant to the Placing Agreement and this
Announcement
“Bookrunner” WH Ireland
“Business Day” any day on which banks are usually open for business
in England and Wales for the transaction of sterling
business, other than a Saturday, Sunday or public
holiday
“Closing Price” the closing middle market price of an Existing Ordinary
Share as derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange
“Company” or “Europa Europa Metals Ltd, a company incorporated and
Metals” registered in Australia with ACN 097 532 137
the constitution of the Company (as amended from time
“Constitution”
to time)
the relevant system (as defined in the CREST
“CREST” or “CREST
Regulations) in respect of which Euroclear is the
system”
operator (as defined in those regulations)
“CREST Regulations” the Uncertificated Securities Regulations 2001
(SI2001/3755)
“Depositary Interests” depositary interests representing the Ordinary Shares
the directors of the Company or any duly authorised
“Directors” or “Board”
committee thereof
“EEA” the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and Norway
and “Member State” shall be construed accordingly
“Enlarged Issued Share the Ordinary Shares which shall be in issue
Capital” immediately following Second Admission
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST
the European Union (Withdrawal) Act 2018, as
“EUWA”
amended
the 49,130,649 Ordinary Shares in issue at the date of
“Existing Ordinary Shares”
this Announcement
“FCA” the Financial Conduct Authority
“First Admission” admission of the First Fundraising Shares to AIM
becoming effective in accordance with Rule 6 of the
AIM Rules
“First Fundraising” the First Placing and First Subscription
“First Fundraising Shares” up to 24,565,324 new Ordinary Shares comprising the
First Placing Shares and the First Subscription Shares
“First Placing” the placing of the First Placing Shares at the
Fundraising Price by the Bookrunner on behalf of the
Company
“First Placing Shares” such number of new Ordinary Shares, to be allotted
and issued pursuant to the First Placing
“First Subscription” the subscription of the First Subscription Shares at the
Fundraising Price by certain investors;
“First Subscription Shares” such number of new Ordinary Shares to be allotted and
issued pursuant to the First Subscription
“FSMA” the Financial Services and Markets Act 2000, as
amended
the proposed Placing and Subscription of new Ordinary
“Fundraising”
Shares
“Fundraising Shares” the Placing Shares and the Subscription Shares
“HMRC” HM Revenue & Customs in the UK
“ITA 2007” Income Tax Act 2007
“Johannesburg Stock JSE Limited
Exchange”
“London Stock Exchange” London Stock Exchange plc
“Long Stop Date” 29 January 2022
“MAR” or the “Market the Market Abuse Regulation (2014/596/EU) as it forms
Abuse Regulation” part of UK domestic law pursuant to the EUWA
“Material Adverse Change” any material adverse change in, or any development
involving a prospective material adverse change in or
affecting the condition (financial, operational, legal or
otherwise), earnings, management, funding position,
solvency, business affairs or operations of the
Company, whether or not foreseeable at the date of the
Placing Agreement and whether or not arising in the
ordinary course of business
“New Ordinary Shares” the new Ordinary Shares to be issued pursuant to the
Fundraising, the number of which will be announced by
the Company on completion of the Bookbuild
“Notice” the notice of Annual General Meeting to be sent to
Shareholders proposing the Resolutions
“Ordinary Shares” ordinary shares of no par value in the capital of the
Company
“Placee” or "Placees" any person or persons subscribing for and/or
purchasing Placing Shares pursuant to the Placing
“Placing” the First Placing and the Second Placing by the
Bookrunner on behalf of the Company at the Placing
Price pursuant to the Placing Agreement
“Placing Agreement” the agreement dated 25 October 2021 between the
Company and the Bookrunner relating to the Placing
“Placing Price” 5 pence per New Ordinary Share
“Placing Shares” the new Ordinary Shares to be issued pursuant to the
Placing, the number of which will be announced by the
Company on completion of the Bookbuild
“Prospectus Regulation” Regulation (EU) 2017/1129 of the European Parliament
and Council of 14 June 2017 and any relevant
implementing measures in any Member State of the
European Economic Area
“Publicly Available any information announced through a Regulatory
Information” Information Service by or on behalf of the Company on
or prior to the date of this Announcement
“"Qualified Investors” (a) in respect of persons in any Member State of the
European Economic Area, persons who are qualified
investors (within the meaning of article 2(e) of the
Prospectus Regulation; or (b) in respect of persons in
the UK, persons who are qualified investors (within the
meaning of article 2(e) of the Prospectus Regulation as
it forms part of UK domestic law pursuant to the EUWA,
as the case may be
“Registrar” Computershare Investor Services plc (UK),
Computershare Investor Services Pty Limited
(Australia) and/or Computershare Investor Services
(Proprietary) Limited (South Africa)
“Regulatory Information one of the regulatory information services authorised by
Service” the FCA to receive, process and disseminate regulatory
information
“Resolutions” the resolutions to be proposed at the Annual General
Meeting and set out in the Notice, which shall include
the resolutions required in order to implement the
Second Placing and Second Subscription
“Second Admission” admission of the Second Fundraising Shares to AIM
becoming effective in accordance with Rule 6 of the
AIM Rules
“Second Fundraising” the Second Placing and the Second Subscription
“Second Fundraising up to approximately 5,434,676 new Ordinary Shares
Shares” comprising the Second Placing Shares and the Second
Subscription Shares
“Second Placing” the conditional placing by the Bookrunner (on behalf of
the Company) of the Second Fundraising Shares at the
Placing Price subject to, inter alia, the passing of the
Resolutions and Second Admission
“Second Placing Shares” such number of new Ordinary Shares to be allotted and
issued pursuant to the Second Placing
“Second Subscription” the proposed subscription of the Second Subscription
Shares
“Second Subscription such number of new Ordinary Shares, to be allotted
Shares” and issued pursuant to the Second Subscription
“Securities Act” the United States Securities Act of 1933, as amended
“Shareholders” the holders of Ordinary Shares (as the context
requires) at the relevant time
“Strand Hanson” Strand Hanson Limited, Nominated Adviser to the
Company
“Subscription” the First Subscription and the Second Subscription
“Subscription Shares” the new Ordinary Shares to be issued pursuant to the
Subscription
“uncertificated” or “in recorded on the relevant register of Ordinary Shares as
uncertificated form” being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be
transferred by means of CREST
“United Kingdom” or ‘‘UK” the United Kingdom of Great Britain and Northern
Ireland
“United States” or “US” the United States of America, its territories and
possessions, any state of the United States of America
and the District of Columbia and any other area subject
to its jurisdiction
“US Person” has the meaning set out in Regulation S of the
Securities Act
“WH Ireland” WH Ireland Limited
“£”, “pounds sterling”, are references to the lawful currency of the United
“pence” or “p” Kingdom
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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, NEW
ZEALAND 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 BOOKRUNNER, QUALIFIED INVESTORS; AND/OR (B) IN
THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND
“INVESTMENT PROFESSIONALS” WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED) (THE “ORDER”); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”)
OF THE ORDER; OR (III) 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.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 THE 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 or qualified for distribution, as applicable under or offered in compliance
with the securities laws of any state, province or territory of the United States, Australia,
Canada, Japan, New Zealand, or 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 the United States, Australia, Canada, Japan, New
Zealand, or 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, the Bookrunner 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 or 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 Bookrunner 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 Bookrunner 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 Bookrunner and the Company have entered into a Placing Agreement, under which the
Bookrunner has, on the terms and subject to the conditions set out therein, undertaken to use
its reasonable endeavours to procure subscribers for Placing Shares at the Placing Price. The
Placing is not being underwritten by the Bookrunner 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 Bookrunner, following consultation with the
Company. Allocations will be confirmed orally or by email by the Bookrunner following the
close of the Bookbuild. A further announcement confirming these details will then be made as
soon as practicable following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Constitution, will be credited as fully
paid and 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 the trading symbol “EUZ”
and with ISIN AU0000090060.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading on AIM of the
First Fundraising Shares. It is expected that settlement of any such shares (via Depositary
Interests) and First Admission will become effective on or around 8.00 a.m. on 1 November
2021 and that dealings in the First Fundraising Shares will commence at that time.
Application will be made to the London Stock Exchange for admission to trading on AIM of the
Second Fundraising Shares. It is expected that settlement of any such shares (via Depositary
Interests) and Second Admission will become effective on or around 8.00 a.m. on 1 December
2021 and that dealings in the Second Fundraising Shares will commence at that time.
Bookbuild
The Bookrunner 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 Bookrunner 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.
The principal terms of the Placing are as follows:
1. The Bookrunner is arranging the Placing as agent for, and joint 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 Bookrunner.
3. The Bookbuild, if successful, will establish the number of Placing Shares to be issued at
the Placing Price, which will be determined by the Bookrunner, in consultation with the
Company, following completion of the Bookbuild. The number of Placing Shares will be
announced on a Regulatory Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone
to their usual contact at the Bookrunner. 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 Bookrunner 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 Bookrunner. 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. Allocations of the Placing Shares will be determined by the Bookrunner, following
consultation with the Company. Each Placee's allocation will be confirmed to Placees
orally, or by email, by the Bookrunner following the close of the Bookbuild and a trade
confirmation or contract note will be dispatched as soon as possible thereafter. Oral or
emailed confirmation from the Bookrunner will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in favour of the
Bookrunner and the Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and otherwise on the terms
and subject to the conditions set out in this Appendix and in accordance with the
Constitution. Except with the Bookrunner’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 Bookrunner 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 Bookrunner 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 Bookrunner's consent, will not be capable
of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be
made by the Bookrunner or the Company using the name of any Placee (or its agent), in
its capacity as Placee (or agent), other than with such Placee’s prior written consent.
11. 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”.
12. All obligations of the Bookrunner 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”.
13. Insofar as the Placing relates to the Second Fundraising Shares (but not, for the
avoidance of doubt, the First Fundraising Shares), the passing of the Resolutions to
approve the Placing (without amendment other than any amendments approved by WH
Ireland in advance) at the Annual General Meeting (or any adjournment thereof).
14. 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.
15. To the fullest extent permissible by law and the applicable rules of the FCA, neither the
Bookrunner, nor any of its affiliates, agents, directors, officers or employees shall have
any liability to Placees (or to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions) in respect of the
Placing. In particular, neither the Bookrunner, nor any of its respective affiliates, agents,
directors, officers or employees shall have any liability (including to the extent permissible
by law, any fiduciary duties) in respect of the Bookrunner’s conduct of the Placing or of
such alternative method of effecting the Placing as the Bookrunner and the Company may
determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms.
The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares
are conditional on, inter alia:
1. the delivery by the Company to the Bookrunner of certain documents required under the
Placing Agreement;
2. the Company having performed its obligations under the Placing Agreement to the extent
that such obligations fall to be performed prior to First Admission and/or Second
Admission;
3. the issue and allotment of the Placing Shares, conditional only upon First Admission
and/or Second Admission as appropriate;
4. First Admission occurring by no later than 8.00 a.m. (London time) on 1 November 2021
and Second Admission taking place no later than 8.00 a.m. (London time) on 1 December
2021 or such other date(s) and time(s) as may be agreed between the Company and the
Bookrunner, not being later than 3.00 p.m. (London time) on 29 January 2022 (the “Long
Stop Date”); and
5. the Placing Agreement not having been terminated by the Bookrunner 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 Bookrunner by the respective time
or date where specified (or such later time or date as the Bookrunner may notify to the
Company, being not later than 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 Bookrunner 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 conditions relating to First Admission and Second 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 Bookrunner, the Company nor any of their respective affiliates, agents, directors,
officers or employees 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 Bookrunner.
Right to terminate the Placing Agreement
The Bookrunner is entitled, at any time before First Admission and/or Second Admission, to
terminate the Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia, if before First Admission and/or Second Admission:
1. any of the warranties given in the Placing Agreement are not true and accurate and not
misleading when given at the date of the Placing Agreement or would not be true and
accurate or would be misleading if they were repeated on First Admission and/or Second
Admission;
2. the Company has failed to comply with its obligations under the Placing Agreement, or
with the requirements of any applicable laws or regulations (including MAR and the AIM
Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of
waiver) waived by the Bookrunner or shall have become incapable of being fulfilled by the
respective time(s) and date(s) (if any) specified in the Placing Agreement;
4. there has been any development or event which will or is likely to have a material adverse
effect on the condition (financial, operational, legal or otherwise), prospects, solvency,
liquidity, management, results of operations, financial position, business or general affairs
of the Group taken as a whole, whether or not foreseeable and whether or not arising in
the ordinary course of business; or
5. there has been a change in national or international financial, political, economic,
monetary or stock market conditions (primary or secondary) or an imposition of or
compliance with any law or governmental or regulatory order, rule, regulation, restriction
or direction,
which, in the opinion of the Bookrunner, would or would be likely to prejudice materially the
Company or render the Placing (or any material part thereof) or First Admission and/or Second
Admission impractical 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 Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that the Bookrunner need not make any reference to Placees in this regard
and that neither the Bookrunner 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 they be offered in such a way as to require the publication of a
prospectus in the United Kingdom. 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 Publicly
Available 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 Publicly Available
Information), representation, warranty, or statement made by or on behalf of the Company or
the Bookrunner or any other person and neither the Bookrunner, the Company nor any other
person will be liable for any Placee’s decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Bookrunner, the Company or their
respective officers, directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner
are making any undertaking or warranty to any Placee regarding the legality of an investment
in the Placing Shares by such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Following closure 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 Bookrunner, stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee (in pounds sterling) 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 Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with the Bookrunner.
Settlement of transactions in the Placing Shares via the Depositary Interests (ISIN:
AU0000090060) following First Admission and Second Admission will take place within
CREST provided that, subject to certain exceptions, the Bookrunner 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 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(s) in
accordance with the arrangements set out above at the rate of 4 percentage points above the
prevailing LIBOR rate as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the
Bookrunner 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 Bookrunner'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 Bookrunner 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 Bookrunner such
authorities and powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Bookrunner 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
Bookrunner 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 Bookrunner for themselves and on behalf of the
Company:
1. 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;
2. that its obligations are irrevocable and legally binding and shall not be capable of
rescission or termination by it in any circumstances;
3. that the exercise by the Bookrunner of any right or discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner and the Bookrunner 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 Bookrunner or the Company, or any of their respective officers,
directors, employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the
Bookrunner and the Company in relation to its participation in the Placing and supersedes
any previous agreement between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the Placing, is not relying on
any information or representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained in this Announcement
and the Publicly Available 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 Bookrunner nor any of their respective officers, directors or
employees will have any liability for any such other information, representation or
warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that
term is used in Article 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 EUWA), (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 Bookrunner has been given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the EEA, 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 EUWA) (as the case may be) as having been made to
such persons;
6. that neither it nor, as the case may be, its clients expect the Bookrunner to have any
duties or responsibilities to such persons similar or comparable to the duties of “best
execution” and “suitability” imposed by the FCA's Conduct of Business Source Book, and
that the Bookrunner is not acting for it or its clients, and that the Bookrunner will not be
responsible for providing the protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described herein;
7. that it 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 Bookrunner 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 Publicly Available Information; nor has it requested any of the
Bookrunner, 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;
8. that it is: (i) 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;
9. 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 accordingly the Placing Shares may
not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the Securities
Act and applicable state securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in
committing to subscribe for the Placing Shares is contained in this Announcement and
the Publicly Available Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing based on
this Announcement and the Publicly Available Information only;
11. that neither the Bookrunner 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 Publicly Available Information;
12. that, unless specifically agreed with the Bookrunner, it is not and was not acting on a non-
discretionary basis for the account or benefit of a person located within the United States
or any US Person 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 or to any US Person 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;
13. that it is not a national or resident of Australia, Canada, New Zealand, the Republic of
South Africa or Japan or a corporation, partnership or other entity organised under the
laws of Australia, Canada, New Zealand, the Republic of South Africa or Japan and that
it will not (unless an exemption under the relevant securities laws is applicable) offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, New Zealand, the Republic of South Africa or Japan or to or for the benefit of
any person resident in Australia, Canada, New Zealand, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant clearances or exemptions are not
being obtained from the Securities Commission of any province or territory of Canada,
that no prospectus has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission, the Securities Commission of New
Zealand, the Japanese Ministry of Finance or the South African Reserve Bank and that
the Placing Shares are not being offered for sale and may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of
South Africa, Japan or any other jurisdiction in which such offer, sale, resale or delivery
would be unlawful;
14. 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;
15. 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;
16. 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 Bookrunner or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its acceptance;
17. 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;
18. 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 Bookrunner;
19. 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) a person to
whom it is otherwise lawful for this Announcement to be communicated and in the case
of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
21. that, unless otherwise agreed by the Bookrunner, it is a “professional client” or an “eligible
counterparty” within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only and not with a view
to resale or distribution;
22. 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;
23. that any money held in an account with the Bookrunner (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 Bookrunner’s (or its
nominee’s) money in accordance with such client money rules and will be used by the
Bookrunner in the course of its own business and each Placee will rank only as a general
creditor of the Bookrunner;
24. 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 Constitution (which
incorporates by reference the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. 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;
26. that it will not deal or cause or permit any other person to deal in all or any of the Placing
Shares which it is subscribing for and/or purchasing under the Placing unless and until
First Admission and/or Second Admission, as applicable, becomes effective;
27. that it appoints irrevocably any director of the Bookrunner as its agent for the purpose of
executing and delivering to the Company and/or its registrars any document on its behalf
necessary to enable it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or financial
product advice and that neither the Bookrunner nor the Company has considered its
particular objectives, financial situation and needs;
29. 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;
30. that it will indemnify and hold the Company and the Bookrunner and their respective
affiliates harmless from any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and the Bookrunner will rely on the truth and accuracy
of the confirmations, warranties, acknowledgements and undertakings herein and, if any
of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify
the Bookrunner and the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement (including this
Appendix) are given to the Bookrunner for itself and on behalf of the Company and will
survive completion of the Placing and First Admission and Second Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. 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
Bookrunner to provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to
amendment and that the Bookrunner shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR,
(ii) in connection with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000
(as amended), the Terrorism Act 2006 and the Money Laundering 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 or the United States Department of State; (b) named
on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation
of the European Union or a regulation adopted by the United Nations (together, the
“Regulations”); and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other consents (if
any) which may be required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which the Bookrunner may request from it in
connection with the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by the Bookrunner on the basis
that any failure by it to do so may result in the number of Placing Shares that are to be
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 Bookrunner may decide in its absolute discretion;
35. 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;
36. that it will not distribute any document relating to the Placing Shares and it will be acquiring
the Placing Shares for its own account as principal or for a discretionary account or
accounts (as to which it has the authority to make the statements set out herein) for
investment purposes only and it does not have any contract, understanding or
arrangement with any person to sell, pledge, transfer or grant a participation therein to
such person or any third person with respect of any Placing Shares; save that if it is a
private client stockbroker or fund manager it confirms that in purchasing the Placing
Shares it is acting under the terms of one or more discretionary mandates granted to it by
private clients and it is not acting on an execution only basis or under specific instructions
to purchase the Placing Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the Company or
the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which
its assets are located or any of its securities have a quotation on a recognised stock
exchange;
38. 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 Bookrunner;
39. that the Bookrunner owes no fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that the Bookrunner or its respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;
41. 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
42. 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 Bookrunner and their respective affiliates will rely upon the truth and
accuracy of each of the foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner for themselves and on behalf of the Company
and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees
or on a general basis by the Bookrunner.
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 (via Depositary Interests) 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 Bookrunner will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless
the Company and the Bookrunner in the event that any of the Company and/or the Bookrunner
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 Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the 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.
All times and dates in this Announcement (including the Appendices) may be subject to
amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the Company. No
representation or warranty express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by the Bookrunner 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.
Date: 26-10-2021 08:00:00
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