RNS Number : 7599Z
Novera Energy PLC
24 July 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA,
NEW ZEALAND OR THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION (THE "RESTRICTED JURISDICTIONS")
For Immediate Release
24 July 2008
Novera Energy plc
("Novera" or the "Company")
Placing to raise £15 million (the "Placing")
Novera is pleased to announce that 19,485,083 new ordinary shares of 5 pence each (the
"Placing Shares") have been placed with
institutional and other investors and the Directors at a price of 77 pence per share (the
"Placing Price"). The net proceeds of the Placing
of approximately £14.4 million will be used to further the Company's wind development
programme, including inter alia:
* to submit additional wind farm sites into planning;
* to fund reservation fees to secure wind turbines;
* to fund future wind projects; and
* for working capital purposes.
Application has been made for the Placing Shares to be admitted to trading on the AIM
market of London Stock Exchange plc ("Admission").The Placing is conditional, inter alia, upon Admission, which is expected to become effective,
and dealings in the Placing Shares to
commence, at 8.00 a.m. on 28 July 2008.
Following completion of the Placing, the Company will have 143,542,863 ordinary shares of
5 pence each ("Ordinary Shares") in issue. The
Placing Shares, which will rank pari passu in all respects with the Company's existing
Ordinary Shares, will represent approximately 13.6
per cent. of the enlarged issued share capital of the Company on Admission.
The Appendix to this announcement (which forms part of this announcement) sets out the
terms and conditions of the Placing.
Details of the participation and resultant shareholdings of the Directors of the Company
immediately following completion of the Placing
are set out below:
Number of Placing Shareholding on Percentage of the enlarged issued
share capital
Shares Admission
on Admission
R Franklin 25,000 75,000
0.05%
M Cairns 20,000 20,000
0.01%
B Duckworth 20,000 45,000
0.03%
J Grace 20,000 20,000
0.01%
D Fitzsimmons 120,000 703,187
0.49%
R Quinlan 20,000 31,596
0.02%
Pursuant to the Placing, 6,818,182 Placing Shares have been placed with Infinis Energy
Limited ("Infinis"), which transaction is deemed
to be a Related Party Transaction under Rule 13 of the AIM Rules for Companies. Oriel
Securities Limited ("Oriel"), the Company's nominated
adviser, considers that the terms of the Placing with Infinis are fair and reasonable insofar
as the Company's shareholders are concerned.On Admission, Infinis will hold 42,912,465 ordinary shares representing 29.9 per cent. of the
issued share capital of the Company.
David Fitzsimmons, Chief Executive Officer of Novera, said: "We are very pleased with the
support shown by investors for this
fundraising in what is an exciting phase in the Company's development. The proceeds of the
Placing allow us to continue to press ahead with
our plans to further develop and enhance our wind portfolio, while the ability to put down
turbine reservation fees will help us to bring
future wind projects into operation more quickly . These developments will enable us to drive
value for our shareholders."
Enquiries
Novera Energy plc
David Fitzsimmons, CEO
Rory Quinlan, CFO
Tel: 44 (0) 20 7845 9720
Oriel Securities Limited
(Nominated Adviser and broker to Novera
Energy plc)
Richard Crawley / Michael Shaw
Tel: +44 (0) 20 7710 7600
Gavin Anderson & Company
(Public Relations)
Ken Cronin / Kate Hill / Michael Turner
Tel: +44 (0) 20 7554 1400
Notes to Editors:
Novera Energy plc
Novera is a leading independent UK renewable energy company, with a portfolio of landfill
gas, hydro, waste and wind assets and
projects. The Company has 122MW of power generation capacity at 58 sites. Novera employs over
150 members of staff.
Asset Detail Capacity
Landfill Gas 46 sites 87MW
Hydro 10 sites 16MW
Industrial 1 site 4MW
Wind (operational) Mynydd Clogau 15MW
Sub-total (operational) 122MW
Wind (in construction) Lissett Airfield 30MW
Wind (consented) A'Chruach 40-46MW
Wind (in planning) Mountboy 6MW
Wind (in planning) Fleeter Wood 10MW
Wind (in planning) Glenkerie 22-27MW
Wind (in planning) Mynydd Clogau 2 16MW
For more details, please visit www.noveraenergy.com
Oriel, which is authorised and regulated in the United Kingdom by the Financial Services
Authority (the "FSA"), is acting as Nominated
Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM
Rules for Nominated Advisers in connection
with the Placing and Admission and is not acting for, and will not be responsible to, any
person other than the Company for providing the
protections afforded to customers of Oriel or for advising any other person on any transaction
or arrangement referred to in this
announcement.
This announcement does not constitute or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to
purchase or subscribe for, any securities or any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or
subscribe for, such securities by any person in any circumstances, and in any jurisdiction, in
which such offer or solicitation is unlawful.Accordingly, copies of this announcement are not being and must not be mailed or otherwise
distributed or sent in or into or from any
Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of
the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, any person from or
residing in a Restricted Jurisdiction and any
person receiving this announcement (including, without limitation, custodians, nominees and
trustees) must not distribute or send it in or
into or from any Restricted Jurisdiction.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
The content of this announcement has not been approved by an authorised person within the
meaning of the Financial Services and Markets
Act 2000, as amended from time to time ("FSMA"). Reliance on this announcement for the
purposes of engaging in any investment activity may
expose an individual to a significant risk of losing all of the property or other assets
invested.
1. Eligible participants
This announcement, including the terms and conditions of the Placing set out in this
Appendix, is directed only at (i) persons ("FSMA
Qualified Investors") who are "qualified investors" as defined in section 86(7) of FSMA, being
a person falling within Article 2.1(e)(i),
(ii) or (iii) of Directive 2003/71/EC (known as the "Prospectus Directive") and/or persons at
or to whom any private communication relating
to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may
lawfully be issued, directed or otherwise
communicated without the need for it to be approved, made or directed by an "authorised
person" as defined in FSMA, being to persons falling
within Article 19 (investment professionals), Article 48 (certified high net worth
individuals), Article 49 (high net-worth entities) and
Article 50A (self-certified sophisticated investors) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (SI.2005/No. 1529) made pursuant to section 21(5) of FSMA (the "Order") or (ii) other persons to
whom it may otherwise lawfully be issued or passed on. This announcement is exempt from the
general
restriction in section 21 of FSMA on the communication of invitations or inducements to enter
into investment activity on the grounds that
it is communicated only to persons who fall within Articles 19, 48, 49 and 50A of the Order. This announcement has not been approved by an
authorised person. Any investment to which this announcement relates is available to (and any
investment activity to which it relates will
be engaged with) only those persons falling within Articles 19, 48, 49 and 50A of the Order. Persons who do not fall within such categories
of investor should not rely or take any action upon this announcement. Any person who is in
any doubt about the investment to which this
announcement relates should consult and authorised person specialising in advising on
investments of the kind referred to in this
announcement.
A certified high net worth individual must have signed, within the period of 12 months
ending with the date of receipt of this
announcement, a statement complying with Part I of Schedule 5 of the Order. A certified high
net worth individual: (a) has had during the
financial year immediately preceding the date on which the statement is signed either an
annual income of not less than £100,000; or (b)
throughout the financial year immediately preceding the date on which the statement is signed,
net assets to the value of not less than
£250,000 (ignoring his main residence, life assurance policies and pension or other benefits
payable on termination of service, or on death
or retirement).
A self-certified sophisticated investor must have signed within the period of 12 months
ending with the date of receipt of this
announcement a statement complying with Part II of Schedule 5 to the Order. A self-certified
sophisticated investor: (a) is a member of a
network or syndicate of business angels and has been so for at least six months prior to the
date on which the statement is signed; (b) has
made more than one investment in an unlisted company in the two years prior to the date on
which the statement is signed; (c) is working or
has worked in the two years prior to the date on which the statement is signed, in a
professional capacity in the private equity sector, or
in the provision of finance for small and medium enterprises; or (d) is currently, or has been
in the two years prior to the date on which
the statement is signed, a director of a company with an annual turnover of at least £1
million(All such persons together being referred to
as "Permitted Persons").
In this Appendix "Placee" means any person who becomes committed to acquire Placing Shares
under the Placing having given oral agreement
to do so in accordance with the terms and conditions of this Appendix to Oriel.
Members of the public are not eligible to take part in the Placing and will not be
considered Permitted Persons.
2. Overseas jurisdictions
The distribution of this announcement and/or issue of Ordinary Shares pursuant to the
Placing or otherwise in certain jurisdictions
outside the United Kingdom may be restricted by law. Persons who seek to participate in the
Placing must inform themselves about and observe
any such restrictions. In particular, this announcement does not constitute an offer to sell
or issue or the solicitation of an offer to buy
or subscribe for Ordinary Shares in any Restricted Jurisdiction or in any other jurisdiction
in which such offer or solicitation,
publication or distribution is or would be unlawful. Persons receiving the announcement
including this Appendix (including, without
limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into
or from the United States, or use the United
States mails, directly or indirectly, in connection with the Placing, and by so doing may
invalidate any related purported application for
Placing Shares.
The Placing Shares have not been and will not be registered under the US Securities Act of
1933, as amended ("US Securities Act") or
under the securities laws of any state or other jurisdiction of the United States, and,
subject to certain exceptions, may not be offered or
sold, resold or delivered, directly or indirectly in or into the United States, or to, or for
the account or benefit of, any US persons (as
defined in Regulation S under the US Securities Act). No public offering of the Placing Shares
is being made in the United States. No money,
securities or other consideration from any person inside the United States is being solicited
pursuant to this announcement or the Placing.
The Placing Shares are being offered and sold outside the United States in reliance on
Regulation S. Until the expiration of 40 days after
the closing of the Placing, an offer or sale of the Placing Shares sold in reliance upon
Regulation S within the United States or to, or for
the account or benefit of, US persons may violate the registration requirements of the US
Securities Act.
3. Placing
Oriel is arranging the Placing as agent for and on behalf of the Company. Oriel will
determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not necessarily be the same for each
Placee. No commissions will be paid to or by
Placees in respect of their agreement to acquire any Placing Shares.
Each Placee will be required to pay to Oriel, on the Company's behalf, the Placing Price
for each Placing Share agreed to be acquired by
it under the Placing in accordance with the terms set out in this Appendix. Each Placee's
obligation to acquire and pay for Placing Shares
under the Placing will be owed to each of Oriel and the Company. Each Placee has an
immediate, separate, irrevocable and binding
obligation, owed to Oriel, to pay to it (or as it 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 for. Each Placee will be deemed
to have read and understood this Appendix in
its entirety, to be participating in the Placing upon the terms and conditions contained in
this Appendix, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings, in each case as
contained in this Appendix. To the fullest
extent permitted by law and applicable FSA rules (the "FSA Rules"), neither (i) Oriel, (ii)
any director, officer, employee or consultant of Oriel, or (iii) to the extent not contained
with (i) or (ii), any
person connected with Oriel as defined in the FSA Rules ((i), (ii) and (iii) being together
"Affiliates" and individually an "Affiliate",
shall have any liability to Placees or to any person other than the Company in respect of the
Placing.
4. Participation and settlement
Participation in the Placing is only available to persons who are invited to participate
in it by Oriel.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will
be agreed orally with Oriel. Such agreement
will constitute a legally binding commitment on such Placee's part to acquire that number of
Placing Shares at the Placing Price on the
terms and conditions set out or referred to in this Appendix and subject to the Company's
Memorandum and Articles of Association.
After such agreement is entered into, a written confirmation will be dispatched to the
Placee by Oriel confirming (i) the number of
Placing Shares that such Placee has agreed to acquire, (ii) the aggregate amount such Placee
will be required to pay for those Placing
Shares and (iii) settlement instructions. It is expected that such written confirmations will
be despatched by the date on which this
announcement is published and that the "trade date" for settlement purposes will be 24 July
2008 and the "settlement date" will be 28 July
2008.
Settlement of transactions in the Placing Shares (ISIN: GB00B1VX1R81; SEDOL: B1VX1R8) will
take place within the CREST system, subject
to certain exceptions, on a delivery versus payment ("DVP") basis. Placees should settle
against CREST ID: 601. Oriel reserves the right to
require settlement for and delivery of any Placing Shares to any Placees by such other means
that it deems appropriate if delivery or
settlement is not possible or practicable within the CREST system within the timetable set out
in this Appendix or would not be consistent
with the regulatory requirements in any Placee's jurisdiction. A Placee whose Placing Shares
are to be delivered to a custodian or
settlement agent should ensure that the written confirmation is copied and delivered
immediately to the appropriate 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. No Placee (or any nominee or other
agent acting on behalf of a Placee) will be
entitled to receive any fee or commission in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the
Placing Shares are issued into CREST to, or to the
nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any
other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee provided that the Placing
Shares are not issued to a person whose business is
or includes issuing depositary receipts or the provision of clearance services or to an agent
or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system
or a clearance service or to hold the Placing
Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance
service, or any arrangements subsequently to transfer the Placing Shares, may give rise to UK
stamp duty and/or stamp duty reserve tax, for
which neither the Company nor Oriel 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 Oriel in the event that any of the
Company and/ or Oriel has incurred any such
liability to UK stamp duty or stamp duty reserve tax. In addition, Placees should note that
they will be liable to pay 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 for any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Oriel, any money
held in an account with Oriel on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as client money
within the meaning of the FSA Rules. The Placee
acknowledges that the money will not be subject to the protections conferred by the client
money rules; as a consequence, this money will
not be segregated from Oriel's money in accordance with the client money rules and will be
used by Oriel in the course of its own business;
and the Placee will rank only as a general creditor of Oriel.
5. No prospectus
No prospectus has been or will be submitted for approval by the FSA in relation to the
Placing or the Placing Shares. Placees'
commitments in respect of Placing Shares will be made solely on the basis of the information
contained in this announcement and on the terms
contained in it. Each Placee, by accepting a participation in the Placing, will undertake
that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of Oriel or the
Company and neither the Company nor Oriel will
be liable for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement.Each Placee acknowledges and agrees that it has relied on this announcement and its own
investigation of the business, financial or other
position of the Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for
fraudulent misrepresentation.
6. Placing Shares
The Placing Shares will, when issued, be credited as fully paid and will be issued subject
to the Company's Memorandum and Articles of
Association and will rank pari passu in all respects with the existing Ordinary Shares in
issue on Admission. Application will be made for
the admission of the Ordinary Shares, including the Placing Shares, to trading on AIM. It is
expected that Admission will take place, and
dealings in the Placing Shares will commence, on 28 July 2008.
7. Placing Agreement
Oriel has agreed, on the terms and subject to the conditions set out in the placing
agreement dated 24 July 2008 and made between the
Company and Oriel (the "Placing Agreement"), to use its reasonable endeavours as agent of the
Company to procure persons to acquire all of
the Placing Shares at the Placing Price. The Placing has not been underwritten.
8. Placing conditions
The Placing is conditional, inter alia, on (i) the Placing Agreement not being terminated
in accordance with its terms, (ii) Admission
taking place not later than 8.00 a.m. on 28 July 2008, and (iii) the Placing Agreement
becoming unconditional in all other respects.
Oriel reserves the right (with the agreement of the Company) to waive or extend the time
and or date for the fulfilment of any of the
conditions in the Placing Agreement to a time no later than 5.00 p.m. on 7 August 2008 (the
"Long Stop Date").
If any condition in the Placing Agreement is not fulfilled or waived by Oriel by the
relevant time, the Placing will lapse and each
Placee's rights and obligations pursuant to the Placing shall cease and terminate at such
time.
The Placing Agreement may be terminated by Oriel at any time prior to Admission in certain
circumstances including, inter alia,
following a material breach of the Placing Agreement or the warranties by the Company or the
occurrence of certain force majeure events. The
exercise of any right of termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any
decision by Oriel whether or not to extend the time for satisfaction of any condition in the
Placing Agreement or otherwise in respect of
the Placing shall be within Oriel's absolute discretion. Oriel shall have no liability to any
Placee in the event of any such termination,
waiver or extension or in respect of any decision whether to exercise any such right of
termination, waiver or extension. The Company will
inform each Placee if Oriel's obligations under the Placing Agreement do not become
unconditional by 8.00 a.m. on 28 July 2008, or such
later time and date as Oriel may in its absolute discretion determine (being no later than
5.00 p.m. on the Long Stop Date).
9. Payment default
A Placee's entitlement to receive any Placing Shares will be conditional on Oriel's
receipt of payment by the relevant time to be stated
in the written confirmation referred to above, or by such later time and date as Oriel may in
its absolute discretion determine. Oriel may,
in its absolute discretion, waive such condition, and shall not be liable to any Placee in the
event of it deciding whether to waive or not
to waive such condition.
If any Placee fails to make such payment by the required time for any Placing Shares (1)
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
allot and/or issue any such Placing Shares to
such Placee or at its direction which are then unallotted and/or unissued, (2) the Company may
exercise all rights of lien, forfeiture and
set-off over and in respect of any such 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 such
shares, (3) the Company or, as applicable,
Oriel may sell (and each of them is irrevocably authorised by such Placee to do so) all or any
of such shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the Company or, where
applicable, Oriel (i) 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, (ii) any amount required to cover any stamp duty or stamp duty reserve tax
arising
on the sale, and (iii) any amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of
such sale, and (4) such Placee shall remain liable to the Company and to Oriel for the full
amount of any losses and of any costs which it
may suffer or incur as a result of it (i) not receiving payment in full for such Placing
Shares by the required time, and/or (ii) the sale
of any such Placing Shares to any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it.Interest may be charged in respect of payments not received by Oriel for value by the required
time referred to above at the rate of two
percentage points above the base rate of HSBC Bank plc.
10. Placees' warranties and undertakings to the Company and Oriel
By orally agreeing with Oriel to acquire Placing Shares under the Placing, a Placee
irrevocably warrants and undertakes to each of the
Company and Oriel, on behalf of itself and each company in its Group (if any) ("Group" meaning
in relation to a company, that company, any
company of which it is a subsidiary (having the meaning set out in section 1159 of the
Companies Act 2006 as amended) (its holding company)
and any other subsidiary of such holding company), in each case as a fundamental term of such
Placee's application for Placing Shares and of
the Company's obligation to allot and/or issue any Placing Shares to it or at its direction,
that:
(a) it agrees to and accepts all of the terms set out in this Appendix and that is has the
power and authority to subscribe for the
Placing Shares and to give all confirmations and to execute and deliver all documents
necessary to effect such subscription;
(b) its rights and obligations in respect of the Placing will terminate only in the
circumstances described in this Appendix and will
not be capable of rescission or termination by it in any circumstances;
(c) the contents of this announcement, which has been issued by the Company, are the
responsibility of the Company and of those persons
who are stated in it as having accepted responsibility for such contents, and of no other
persons;
(d) it has neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of the
Company or Oriel and neither the Company nor Oriel will be liable for any Placee's decision to
participate in the Placing based on any other
information, representation, warranty or statement, other than as contained in this
announcement (for which the only person(s) responsible
to it is or are the person(s) stated in this announcement as having accepted responsibility
for such information, representation, warranty
or statement);
(e) it has relied on this announcement and its own investigation of the business,
financial or other position of the Company in
accepting a participation in the Placing;
(f) it is not a customer of Oriel in relation to the Placing and Oriel is not acting for
it in connection with the Placing and will not
be responsible to it in respect of the Placing for providing protections afforded to its
customers;
(g) neither it nor any company in its Group has been, and will not be, given any warranty
or representation by the Company, Oriel or by
any Affiliate of either of them in relation to any Placing Shares;
(h) it will pay the full amount at the Placing Price as and when required in respect of
all Placing Shares allocated to it in accordance
with such terms and will do all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its
direction is completed in accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement
instructions) that it has in place with Oriel or puts in place with Oriel with its agreement;
(i) it is entitled to acquire Placing Shares under the laws of all relevant jurisdictions
which apply to it and it has complied, and
will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime
and Security Act 2001, the Proceeds of Crime
Act 2002, the Terrorism Act 2003, and the Money Laundering Regulations 2003, each as amended
from time to time) and has obtained all
governmental and other consents (if any) which may be required for the purpose of, or as a
consequence of, such acquisition, and it will
provide promptly to Oriel such evidence, if any, as to the identity or location or legal
status of any person which Oriel may request from
it in connection with the Placing (for the purpose of complying with any such laws or
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 Oriel on the basis that any
failure by it to do so may result in the number of Placing Shares that are to be allotted
and/or issued to it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Oriel
may decide at its sole discretion;
(j) it has complied and will comply with all applicable provisions of FSMA with respect to
anything done or to be done by it in relation
to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made
or communicated or caused to be made or
communicated, and it will not make or communicate or cause to be made or communicated, any
"financial promotion" in relation to Placing
Shares in contravention of section 21 of FSMA;
(k) it is a FSMA Qualified Investor or it is otherwise a person at or to whom any private
communication relating to the Company that is
a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued,
directed or otherwise communicated, otherwise
than by an authorised person, without contravening the restriction in section 21 of FSMA. For
the purposes of this paragraph 10(k), a
certified high net worth individual must have signed within the period of 12 months ending
with the date of receipt of this announcement a
statement complying with Part I of Schedule 5 of the Order. A certified high net worth
individual: (a) has had during the financial year
immediately preceding the date on which the statement is signed either an annual income of not
less than £100,000; or (b) throughout the
financial year immediately preceding the date on which the statement is signed, net assets to
the value of not less than £250,000 (ignoring
his main residence, life assurance policies and pension or other benefits payable on
termination of service, or on death or retirement). A self-certified sophisticated investor
must have signed
within the period of 12 months ending with the date of receipt of this announcement a
statement complying with Part II of Schedule 5 to the
Order. A self-certified sophisticated investor: (a) is a member of a network or syndicate of
business angels and has been so for at least
six months prior to the date on which the statement is signed; (b) has made more than one
investment in an unlisted company in the two years
prior to the date on which the statement is signed; (c) is working or has worked in the two
years prior to the date on which the statement
is signed, in a professional capacity in the private equity sector, or in the provision of
finance for small and medium enterprises; or (d)
is currently, or has been in the two years prior to the date on which the statement is signed,
a director of a company with an annual
turnover of at least £1 million;
(l) it is acting as principal only in respect of the Placing or, if it is acting for any
other person in respect of the Placing (1) it
is duly authorised to do so, (2) it is and remains liable to the Company and/or Oriel for the
performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for another person), (3)
it is both an "authorised person" for the
purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of the Prospectus
Directive acting as agent for such person, and
(4) such person is either (i) a FSMA Qualified Investor or (ii) its "client" (as defined in
section 86(2) of FSMA) that has engaged it to
act as his agent on terms which enable it to make decisions concerning the Placing or any
other offers of transferable securities on his
behalf without reference to him;
(m) nothing has been done or will be done by it in relation to the Placing or to any
Placing Shares that has resulted or will result in
any person being required to publish a prospectus in relation to the Company or to any
Ordinary Shares in accordance with FSMA or the United
Kingdom prospectus rules or in accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
(n) it is not, and is not acting in relation to the Placing as nominee or agent for, a
person who is or may be liable to stamp duty or
stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares
or other securities at a rate in excess of 0.5
per cent. (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act
1986 concerning depositary receipts and
clearance services), and the allocation, allotment, issue and/or delivery to it, or any person
specified by it for registration as holder,
of Placing Shares will not give rise to a liability under any such section;
(o) it will not treat any Placing Shares in any manner that would contravene any
legislation applicable in any territory or jurisdiction
and no aspect of its participation in the Placing will contravene any legislation applicable
in any territory or jurisdiction in any respect
or cause the Company or Oriel to contravene any such legislation in any respect;
(p) none of the Placing Shares has been or will be registered under the US Securities Act;
none of the Placing Shares may be offered or
sold, directly or indirectly, into the United States or to, or for the account or benefit of,
any US Person (as such term is defined in
Regulation S) except pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the US Securities
Act;
(q) Oriel may (in its absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any other Affiliate or any person
associated with any Affiliate to do so;
(r) time is of the essence as regards its obligations under this Appendix;
(s) this Appendix and any contract which may be entered into between it and Oriel and/or
the Company pursuant to it or the Placing shall
be governed by and construed in accordance with the laws of England, for which purpose it
submits to the exclusive jurisdiction of the
courts of England and Wales as regards any claim, dispute, or matter arising out of or
relating to this Appendix or such contract, except
that each of the Company and Oriel shall have the right to bring enforcement proceedings in
respect of any judgement obtained against such
Placee in the courts of England and Wales in the courts of any other relevant jurisdiction;
(t) each right or remedy of the Company or Oriel provided for in this Appendix is in
addition to any other right or remedy which is
available to such person and the exercise of any such right or remedy in whole or in part
shall not preclude the subsequent exercise of any
such right or remedy;
(u) any document that is to be sent to it in connection with the Placing will be sent at
its risk and may be sent to it at any address
provided by it to Oriel;
(v) nothing in this Appendix shall exclude any liability of any person for fraud on its
part;
(w) all times and dates in this Appendix are subject to amendment at the discretion of
Oriel except that in no circumstances will the
date scheduled for Admission be later than the Long Stop Date;
(x) none of its rights or obligations in respect of the Placing is conditional on any
other person agreeing to acquire any Placing
Shares under the Placing and no failure by any other Placee to meet any of its obligations in
respect of the Placing shall effect any of its
obligations in respect of the Placing;
(y) it has acknowledged the contents of paragraph 2 of this Appendix and that it, or the
beneficial owner, as applicable, is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it,
or the beneficial owner, as applicable, and
that it has fully observed such laws and obtained all such governmental and other guarantees
and other consents in either case which may be
required thereunder and complied with all necessary formalities;
(z) it undertakes that the person who it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither Oriel nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in
the Placing and it agrees to indemnify the Company and Oriel in respect of the same on the
basis that the Placing Shares will be credited to
the CREST stock account of Oriel (CREST ID: 601) who will hold them as nominee for the
subscribers of such shares until settlement in
accordance with its standing settlement instructions;
(aa) it acknowledges and understands that the Company, Oriel and others will rely upon the
truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given to Oriel on its
own behalf and on behalf of the Company and
are irrevocable;
(ab) it acknowledges that neither Oriel, nor any of its Affiliates nor any person acting
on behalf of Oriel or its Affiliates is making
any recommendations to it, advising it regarding the suitability of any transactions it may
enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the
Placing Agreement nor the exercise or performance of any of Oriel's rights and obligations
thereunder including any rights to waive or vary
any conditions or exercise any termination right; and
(ac) represents and warrants that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United
Kingdom prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning of section 85(1)
of the FSMA.
The rights and remedies of the Company and Oriel under these terms and conditions are in
addition to any rights or remedies which would
otherwise be available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
This information is provided by RNS
The company news service from the London Stock Exchange
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