TIDMARL
RNS Number : 0251G
Atlantis Resources Limited
23 May 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR")
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC
OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Atlantis Resources Limited
("Atlantis" or the "Company")
Proposed placing of up to 9 million new ordinary shares at 45
pence per share to raise up to GBP4.05 million for the Company
Highlights
-- The Company announces today a proposed placing of up to 9
million new ordinary shares in the Company (the "Placing Shares"),
at a price of 45 pence per Placing Share, to raise gross proceeds
of up to GBP4.05 million for the Company. The Placing Shares will
be issued on a non-pre-emption basis within the Company's existing
share allotment authorities.
-- The placing of the Placing Shares (the "Placing") is being
conducted through an accelerated bookbuilding process which will
commence immediately following this Announcement in accordance with
the terms and conditions set out in the Appendix to this
Announcement.
-- The number of Placing Shares and the aggregate proceeds to be
raised through the Placing will be finally determined following
completion of the bookbuild process. A further announcement in
respect of those details will be made following completion of the
bookbuild process.
-- It is intended that the net proceeds of the Placing will
contribute to the identification and development of new
opportunities, the progression of existing projects including
MeyGen, general working capital and the repayment of certain debt
facilities.
-- Atlantis has entered into negotiations with a strategic
investor who has expressed an interest in subscribing for a 5% -
10% stake in the Company.
For further information please contact
Atlantis Resources Limited Via FTI Consulting
Tim Cornelius, Chief Executive
Simon Counsell, Finance Director
Peel Hunt LLP (Nominated Adviser and Joint Bookrunner) +44(0)20 7418 8900
Adrian Trimmings
Jock Maxwell Macdonald
Macquarie Capital (Europe) Limited (Joint Bookrunner) +44(0)20 3037 2000
Raj Khatri
Nick Stamp
FTI Consulting +44(0)20 3727 1000
Ben Brewerton
Alex Beagley
James Styles
About Atlantis
Atlantis Resources Limited is a vertically integrated project
developer and power generation equipment supplier in the marine
power industry. The Atlantis group holds equity positions in a
diverse portfolio of tidal stream development projects, which
includes a stake of 77% in MeyGen Limited, the company developing
the world's largest tidal stream project in Scotland. The MeyGen
project is a tidal stream power project located in the Pentland
Firth, Scotland, the initial phase of which generated its first
power in 2016 and which has a total potential capacity of up to 398
megawatts.
Atlantis aims to generate revenue from a number of sources:
-- Realising value from its equity ownership positions across a portfolio of projects;
-- Providing origination and development, construction
management and operations management services to marine renewable
project owners and developers;
-- Turbine manufacture, sales and servicing; and
-- Licensing its technology to third party project owners and developers.
Alongside its project development interests, Atlantis owns a
portfolio of patents and patent applications relating to tidal
power generation, and has developed an extensive range of
intellectual property and know-how in a growing global tidal
industry that has the potential to achieve over 120,000MW of
installed capacity.
Background to and reasons for the Placing
In November 2016 Atlantis announced first power generation from
Phase 1A of the MeyGen project, which reached financial close in
September 2014. This was followed in February by confirmation of
full accreditation for the 6MW array under the Renewables
Obligation (Scotland) Order, which ensures that each megawatt hour
of generation earns five Renewables Obligation Certificates. The
Phase 1A turbines are currently undergoing upgrades proposed by the
turbine suppliers following an initial period of operation, and are
scheduled for reinstallation in mid-2017 when they will undergo
their final performance and reliability guarantee tests. As
operational hours are accumulated, Atlantis expects the project's
value to increase commensurately and intends to identify the
optimum time to realise this value to recycle the capital for new
value creation opportunities in project origination and
development.
In addition to continuing to develop the next stages of the
MeyGen project, which has a total potential capacity of up to
398MW, Atlantis is pursuing a number of tidal power project
opportunities in France, South Korea and Indonesia to complement
its UK pipeline. It intends to use some of the proceeds of the
Placing to fund new and existing origination and development
activities, and is in discussions regarding other non-dilutive
funding sources, including a corporate bond, which may be used for
the pursuit of further opportunities.
Atlantis is in discussions to sell its remaining 50% stake in
its Canadian joint venture whilst increasing the scope of its
supply of products and services to the project, and offers a range
of turbine products, ancillary equipment and development and
delivery services to other third party projects. The combination of
project equity ownership with the provision of turbines, equipment
and services to its own and third party projects will deliver a
diverse range of revenue streams for the Company.
Atlantis is also exploring opportunities for the application of
its skills to projects in related energy sectors, including tidal
range, to increase technological as well as geographical
diversification in its portfolio. Through both its own and third
party projects Atlantis is committed to driving down the costs of
generation from the tides to ensure that this clean and predictable
source of energy can compete with more established forms of
renewable power. Atlantis is also investigating ways in which the
grid benefits of the uniquely predictable nature of tidal
generation, relative to weather driven renewable energy sources,
can be recognised financially.
The proceeds of the Placing will contribute to identification
and development of new opportunities, progression of existing
projects including MeyGen, general working capital and repayment of
certain existing debt facilities.
Potential strategic investment
A strategic investor has expressed interest in subscribing for a
5 - 10% stake in Atlantis for cash and has requested to enter into
a period of negotiation with the Company whilst it conducts due
diligence. These negotiations are anticipated to conclude shortly
and new Atlantis shares would be issued to the strategic investor
in a private placement following the agreement of formal
documentation if the transaction proceeds.
Final results
Atlantis is in the process of finalising its financial
statements for the year ended 31 December 2016 and will be
releasing its annual report on or before 30 June 2017.
Whilst the financial statements have not yet been signed off by
the Company's auditor, KPMG, the draft financial statements show a
loss after tax for the year to 31 December 2016 of approximately
GBP7.3 million.
Draft revenue and other gains are approximately GBP3.1 million.
The draft loss after tax is prior to any adjustment which may arise
as a result of the completion of the audit work including the
valuation of intangible assets.
The consolidated cash position of the group at 31 December 2016
was GBP10.2m of which GBP8.6m was held by MeyGen.
Details of the Placing
The Company intends to raise up to GBP4.05 million (before
expenses) pursuant to the Placing. The price per Placing Share is
45 pence ("Placing Price").
The Placing will be conducted by Peel Hunt LLP ("Peel Hunt") and
Macquarie Capital (Europe) Limited ("Macquarie") (together the
"Joint Bookrunners") in accordance with the terms and conditions
set out in the Appendix to this announcement. The Placing is being
conducted through an accelerated bookbuilding process which will
commence immediately following this Announcement in accordance with
the terms and conditions set out in the Appendix to this
Announcement.
The bookbuilding process will determine demand for and
participation in the Placing. The timing of the closing of the
books is at the absolute discretion of the Joint Bookrunners in
consultation with the Company, but the books are expected to close
no later than 7am on 24 May 2017. However, the Joint Bookrunners
reserve the right to close the books earlier or later without
further notice. The allocations will be determined by the Joint
Bookrunners in their absolute discretion following consultation
with the Company and will be confirmed orally or by email by the
Joint Bookrunners following the close of the bookbuilding process.
A further announcement will be made following the completion of the
bookbuilding process.
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be generally limited to certain
qualifying institutional investors who are invited, and who choose,
to participate. Certain of the Company's existing significant
shareholders have indicated their intention to participate in the
Placing. The Placing Shares are not being made available to the
public and, subject to certain limited exceptions, are not being
offered or sold in, into or from the United States of America,
Canada, Australia, Japan or the Republic of South Africa or any
other jurisdiction where it would be unlawful to do so.
The entirety of the Placing will be raised within the Company's
existing share allotment authorities. A further announcement in
respect of the total number of Placing Shares to be issued, the
aggregate proceeds to be raised through the Placing and the timing
of the admission of the Placing Shares to trading on AIM will be
made in due course, as soon as is practicable, once these details
have been finally determined. This is likely to be on or before 7am
on 24 May 2017. The Placing is not being underwritten.
Following admission to trading on AIM, the Placing Shares will
be issued and allotted credited as fully paid and will rank pari
passu with the Company's existing ordinary shares, including the
right to receive all dividends and other distributions declared,
made or paid on or in respect of such shares after the date of
issue.
The Placing is conditional, inter alia, upon:
-- the placing agreement which has been entered into between the
Company and the Joint Bookrunners (the "Placing Agreement") having
become unconditional in all respects (save for the condition
relating to Admission) and not having been terminated in accordance
with its terms; and
-- Admission of the Placing Shares taking place by no later than
8.00 a.m. on 30 May 2017 (or such later date, not being later than
9 June 2017, as the Company and the Joint Bookrunners may
agree).
If any of the conditions in the Placing Agreement are not
satisfied, the Placing Shares will not be issued and all monies
received from placees will be returned to them (at the placees'
risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the
Company to the Joint Bookrunners as to matters relating to the
Company and its business and customary indemnities from the Company
to the Joint Bookrunners in respect of liabilities arising out of
or in connection with the Placing. The Placing Agreement also
contains customary rights of termination which could enable the
Joint Bookrunners to terminate the Placing in certain limited
circumstances.
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that admission of the Placing
Shares to trading on AIM ("Admission") will become effective and
that dealings in the Placing Shares will commence on or around 30
May 2017.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
IMPORTANT NOTICE
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). The Placing Shares have not been
and will not be registered under the United States Securities Act
1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing. This announcement does
not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in which
such offer or solicitation would be unlawful. This announcement and
the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with the Joint Bookrunners) "qualified investors", as defined in
article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC),
as amended, (B) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO") or fall within the
definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this announcement of the price at which
Atlantis shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Peel Hunt is acting solely as
nominated adviser, joint broker and joint 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 Peel Hunt by FSMA or
the regulatory regime established thereunder, Peel Hunt accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for 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. Peel Hunt 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.
Macquarie is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Macquarie is acting solely as
joint broker and joint 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 Macquarie by FSMA or the regulatory
regime established thereunder, Macquarie accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for 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. Macquarie 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.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective affiliates, acting as investors for
their own accounts, may subscribe for or purchase Ordinary Shares
in the Company and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by each of the Joint Bookrunners and any of their
respective affiliates acting as investors for their own accounts.
In addition, each of the Joint Bookrunners or their respective
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Each of the Joint
Bookrunners has no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY THE
JOINT BOOKRUNNERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN
ARTICLE 2.1(E) OF THE PROSPECTUS DIRECTIVE, AS AMED (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL
WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States absent registration except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation is or may be
unlawful. This announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, the Joint Bookrunners,
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Any indication in this announcement of the price at which
Atlantis shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to subscribe and/or purchase
Placing Shares is deemed to have read and understood this
announcement in its entirety (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint
Bookrunners have, subject to the terms set out in such agreement,
agreed to use reasonable endeavours, as agent of the Company, to
procure Placees for the Placing Shares. The Joint Bookrunners will
today commence an accelerated bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees at the Placing Price. This Appendix gives
details of the terms and conditions of, and the mechanics for
participation in, the Placing. No commissions will be paid to
Placees in respect of any Placing Shares.
It is expected that the Placing will raise up to GBP4.05 million
in gross proceeds at the Placing Price with up to 9 million Placing
Shares expected to be placed. The Placing is not being underwritten
by Peel Hunt, Macquarie or any other person. The number of Placing
Shares will be determined following completion of the Bookbuild as
set out in this Announcement.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies
("Admission"). Admission is expected to become effective on or
around 30 May 2017 (or such later date as the Joint Bookrunners may
agree with the Company, not being later than 8:00am on 9 June 2017)
and dealings in the Placing Shares will commence on the same
day.
Participation in, and principal terms of the Placing
1 The Joint Bookrunners are acting as agent of the Company in
connection with the Placing on the terms and subject to the
conditions of the Placing Agreement.
2 Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
affiliates are entitled to enter bids in the Bookbuild as
principal.
3 The price per Placing Share is a price of 45 pence and is
payable to the Joint Bookrunners (as agent for the Company) by all
Placees. The Bookbuild will establish the number of Placing Shares
to be issued at the Placing Price, which will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild.
4 The timing of the closing of the Bookbuild will be determined
by the Joint Bookrunners in their absolute discretion and shall
then be announced on a Regulatory Information Service as soon as is
practicable following completion of the Bookbuild.
5 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
either Peel Hunt or Macquarie. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe
for. Bids may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 10 below.
6 The Bookbuild is expected to close no later than 7am on 24 May
2017 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
7 Each Placee's allocation will be determined by the Joint
Bookrunners in their absolute discretion following consultation
with the Company.
8 Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Joint Bookrunner whom they contact following
the close of the Bookbuild and a trade confirmation or contract
note will be dispatched as soon as possible thereafter. A Joint
Bookrunner's oral or emailed confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association.
9 The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
10 Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at their discretion (in agreement with
the Company) and may scale down any bids for this purpose on such
basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 4 and 5 above, but subject to the prior
consent of the Company, allocate the Placing Shares after the time
of any initial allocation to any person submitting a bid after
time.
11 Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with a Joint
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted.
12 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Joint Bookrunners as agent for the
Company, to pay to the Joint Bookrunners (or as a Joint Bookrunner
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe and the Company has agreed to allot and issue
to that Placee.
13 Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent) in its capacity
as Placee (or agent) other than with such Placee's prior written
consent.
14 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
15 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Rights to terminate the Placing".
16 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17 To the fullest extent permissible by law, neither: (a) the
Joint Bookrunners (b) any of their affiliates, agents, directors,
officers, consultants or employees nor (c) to the extent not
contained within (a) or (b) any person connected with a Joint
Bookrunner as defined in FSMA ((b) and (c) being together
"Affiliates" and individually an "Affiliate" of a Joint Bookrunner)
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular
neither the Joint Bookrunners nor any of their affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of the Joint Bookrunners conduct
of the Placing or of such alternative method of effecting the
Placing as the Joint Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, inter alia, on:
1 the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading as of the date of the Placing Agreement and
immediately prior to Admission;
2 the performance by the Company of its obligations under the
Placing Agreement, to the extent that they fall to be performed
prior to Admission;
3 no material adverse change, or any development likely to
involve a material adverse change, in the condition (financial or
otherwise), financial prospects, management, results of operations,
earnings or business prospects of Atlantis and its subsidiaries
(together the "Group"), taken as a whole ("Material Adverse
Change");
4 the obligations of the Joint Bookrunners not having been
terminated pursuant to the Placing Agreement, prior to Admission;
and
5 Admission occurring not later than 8.00 am on 30 May 2017 or
such later time and date as the Joint Bookrunners may agree in
writing with the Company (but in any event not later than 8.00 am
on 9 June 2017 ("Long Stop Date")).
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement, or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse. Accordingly
each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in
respect thereof. Neither the Company, nor the Joint Bookrunners nor
any of their Affiliates shall have any liability to any Placees (or
to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or to
terminate the Placing Agreement.
The Joint Bookrunners may waive 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 for the
above condition relating to Admission. Any such extension or waiver
under the Placing Agreement will not affect Placees' commitments as
set out in this announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate the
Placing" and will not be capable of rescission or termination by
the Placee.
Rights to terminate the Placing
The Joint Bookrunners may in their absolute discretion (but
acting in good faith) at any time before Admission, terminate their
obligations under the Placing Agreement by giving notice to the
Company if the Joint Bookrunners become aware that:
1 any statement contained in this announcement, or certain of
the other documents delivered in relation to the Placing, has
become or has been discovered to be untrue, inaccurate or
misleading in any material respect or there has been an omission
therefrom;
2 any of the warranties was untrue, inaccurate or misleading in
any material respect when made on the date of the Placing Agreement
or that any of the warranties would be untrue, inaccurate or
misleading in any material respect if it were to be repeated at any
time up to Admission by reference to the facts and circumstances
subsisting at the time;
3 the Company is in material breach of its obligations under the
Placing Agreement, to the extent such obligations fall to be
performed prior to Admission;
4 there has been a development or event, of which a Joint
Bookrunner was unaware when entering into this agreement which
constitutes a Material Adverse Change;
5 there happens, develops or comes into effect:
(a) a general moratorium on commercial banking activities in
London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or
clearance services in the United Kingdom; or
(b) a suspension of trading in securities generally on the
London Stock Exchange or if trading is limited or minimum prices
are established; or
(c) the declaration, outbreak, escalation or threatening of war
or other material hostilities, or the occurrence of any major acts
of terrorism, involving the United Kingdom or the declaration by
the United Kingdom of a national emergency; or
(d) any other fundamental financial, economic or market crisis
in the United Kingdom or affecting international financial markets
or the development of any fundamental financial, economic or market
crisis which, in any such case, in a Joint Bookrunner's opinion,
acting in good faith, is materially adverse,
which in each case (either individually or together) in the sole
judgement of a Joint Bookrunner (acting in good faith) will be
reasonably likely to prejudice the success of the Placing, dealings
in Ordinary Shares in the secondary market, or which makes it, in
the sole judgment of a Joint Bookrunner (acting in good faith)
impracticable or inadvisable to proceed with the Placing;
The rights and obligations of the Placees will not be subject to
termination by Placees at any time or in any circumstance. By
participating in the Placing, each Placee agrees with the Joint
Bookrunners that the exercise by the Joint Bookrunners of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
(acting in good faith) and that the Joint Bookrunners will not need
to make any reference to the Placees in this regard and that to the
fullest extent permitted by law the Joint Bookrunners shall not
have any liability whatsoever to the Placees in connection with any
such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or the Joint
Bookrunners or any other person and neither the Joint Bookrunners
nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Joint Bookrunners, 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 Joint Bookrunners are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
SG9999011118) following Admission will take place within the CREST
system, subject to certain exceptions. It is expected that
settlement will be on 30 May 2017 on a T+3 basis. The Joint
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with the
standing CREST settlement instructions which they have in place
with the relevant Joint Bookrunner.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note in accordance with the
standing arrangements with the Joint Bookrunner stating the number
of Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by such Placee to the Joint Bookrunners (in GBP) and
settlement instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Joint Bookrunner's receipt of
payment in full for such Placing Shares by the relevant time to be
stated in the written confirmation referred to above, or by such
later time and date as the Joint Bookrunners and the Company may in
their absolute discretion determine, or otherwise in accordance
with that confirmation's terms.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations in relation to the Placing Shares: (i) the
Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it
may have to issue any such Placing Shares to such Placee or at its
direction which are then unissued; (ii) the Company may exercise
all rights of lien, forfeiture and set-off over and in respect of
any Placing Shares to the fullest extent permitted under its
articles of association or otherwise by law and to the extent that
such Placee then has any interest in or rights in respect of any
Placing Shares; (iii) the Company or the Joint Bookrunners may sell
(and both of them is irrevocably authorised by such Placee to do
so) all or any Placing Shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the
Company or, where applicable, the Joint Bookrunners (a) any amount
up to the total amount due to it as, or in respect of, subscription
monies, or as interest on such monies, for any Placing Shares, (b)
any amount required to cover any stamp duty or stamp duty reserve
tax (together with any interest or penalties) arising on the sale
of such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company (and to the Joint
Bookrunners as applicable) for the full amount of any losses and of
any costs which it may suffer or incur as a result of it (a) not
receiving payment in full for such Placing Shares by the required
time, and/or (b) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms actually obtained
for such sale by or for it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue or sale of the Placing Shares, neither the Joint Bookrunners
nor the Company shall be responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and Warranties
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 Joint Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, 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 Peel Hunt or Macquarie of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of Peel Hunt and Macquarie and neither Peel Hunt nor
Macquarie need 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 Peel Hunt or Macquarie or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information. Each Placee
agrees that neither the Company nor the Joint Bookrunners nor any
of their respective officers, directors or employees will have any
liability for any such other information, representation or
warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners 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 Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
7. that it is: (i) unless otherwise agreed in writing with the
Bookrunners, 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 the Placing Shares only in
"offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the
Securities Act;
8. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
9. that, unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
10. that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
13. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the Joint
Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
15. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
16. 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 (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;
17. that, unless otherwise agreed by the Joint Bookrunners, it
is a qualified investor (as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended ("FSMA"));
18. that, unless otherwise agreed by the Joint Bookrunners, 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;
19. 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;
20. that any money held in an account with each of the Joint
Bookrunners 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 relevant Joint Bookrunner's money in accordance
with such client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of the relevant Joint
Bookrunner;
21. 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 Company's Articles of
Association;
22. 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;
23. that it is not relying on any representations or warranties
or agreements by the Company, the Joint Bookrunners or by any of
their respective directors, employees or agents or any other person
except as set out in the express terms of this letter;
24. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
25. that it appoints irrevocably any director of the Joint
Bookrunners 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;
26. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
27. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
28. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
29. that it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Joint Bookrunners 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 Joint Bookrunners,
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to each of the Joint
Bookrunners for itself and on behalf of the Company and will
survive completion of the Placing and Admission;
30. that time shall be of the essence as regards obligations
pursuant to this Appendix;
31. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, tax or other
advice to it;
32. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Peel Hunt or
Macquarie shall notify it of such amendments;
33. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, 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 Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which the Joint
Bookrunners 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 Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Joint Bookrunners may decide in
their absolute discretion;
34. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Rules made by the FCA pursuant to Commission Regulation
(EC) No. 809/2004;
35. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party.
36. 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 Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
37. 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 Peel Hunt or Macquarie;
38. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement; and
39. that the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Joint Bookrunners for
itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners 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 Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners 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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFLREVIVFID
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May 23, 2017 12:15 ET (16:15 GMT)
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